71 | Annual Report | 2025-2026 DECLARATION OF INDEPENDENCE The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity. In terms of Section 150 of the Act read with Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors of the Company have registered themselves with the data bank of Independent Directors created and maintained by the Indian Institute of Corporate Affairs. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE OF THE COMPANY The Company does not have any Subsidiary, Associate or Joint Venture Company. DIRECTORS’ RESPONSIBILITY STATEMENT The Directors would like to inform the Members to the best of their knowledge and belief and according to the information and explanation obtained by them, that the Audited Accounts for the financial year ended March 31, 2026 are in full conformity with the requirements of the Companies Act, 2013. The Financial Statement are audited by the Statutory Auditors, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration Number – 101248W/W-100022). The Directors further confirm the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: a) In the preparation of the annual accounts for the financial year ended March 31, 2026 the applicable accounting standards read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same; b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the profit and loss of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a ‘going concern’ basis; e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. COMPANY’S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2026, the Board consists of 14 members, which includes one Executive Director, five Independent Directors, and eight Non-Executive Nominee Directors. The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of a director and recommends to the Board, a policy relating to the remuneration for the directors, key managerial personnel and senior management personnel. The recommendation of the Committee has been approved by the Board. The Nomination and Remuneration Committee determines the remuneration of Executive Directors and Key Managerial Personnel on the basis of following criteria; (a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) Remuneration to executive directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
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