To the Members,
Your directors take pleasure to present the Board's Report in line with the Companies
Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this report presents the Audited financial results and other
developments in respect of the Company during the financial year ended on March 31, 2026.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:
(Rs. in Lakhs)
Particulars |
31/03/26 |
31/03/25 |
| Revenue from Operations |
0 |
0 |
| Other Income |
133.3 |
144.62 |
| Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and
Tax Expense |
67.68 |
81.44 |
| Less: Depreciation |
0.36 |
0.5 |
| Profit /(Loss) before Finance Costs, Exceptional items and Tax Expense |
67.32 |
80.94 |
| Less: Finance Costs |
0.1 |
0.52 |
| Profit/(Loss) before Exceptional items and Tax Expense |
67.22 |
80.42 |
| Add/(less): Exceptional items |
0 |
0 |
| Profit /(Loss) before Tax Expense |
67.22 |
80.42 |
| Less: Tax Expense (Current & Deferred) |
16.02 |
22.73 |
| Profit /(Loss) for the year |
51.21 |
57.69 |
TRANSFER TO RESERVE:
The Board opted not to propose any transfer to reserve at this time, choosing instead
to allocate resources toward opportunities that may foster growth and resilience in the
future. The decision reflects a careful consideration of our current needs and a strategic
approach.
SHARE CAPITAL:
As on March 31, 2026, your Company's paid-up equity share capital stood at ^5,40,00,000
consisting of 54,00,000 equity shares of ?10 each.
During the financial year under review, there was a no increase in the paid-up equity
share capital of the Company. Details are provided below:
Particulars |
No. of shares |
Amount in Rs. |
| Paid up equity share capital as on April 1,2025 |
54,00,000 |
5,40,00,000 |
| Equity shares allotted during the year |
0 |
0 |
| Paid up equity share capital as on March 31,2026 |
54,00,000 |
5,40,00,000 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY:-
NIL
MANAGEMENT DISCUSSION AND ANALYSIS:
The Report on Management Discussion and Analysis is annexed herewith.
DECLARATION OF DIVIDEND:-
The Board has recommended a final dividend of 15% for the year ended March 31, 2026.
The dividend is subject to approval of shareholders at the ensuing Annual General Meeting
("AGM") and shall be subject to deduction of tax at source.The dividend payout
is in accordance with the Company's Dividend Distribution Policy, which is available on
the Company's website at https://www.afslindia.in/Codes-and-policies.html.
BOARD MEETINGS:
4 (Four) meetings of the Board of Directors were held during the year on 09/05/2025,
28/07/2025, 16/10/2025 and 04/02/2026. Particulars of attendance by each Director are
detailed in the Corporate Governance Report, which forms part of this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 152 of the Companies Act, 2013, Mr. K. V. Aiyappan
shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer
himself for re-appointment.
Brief particulars of Directors eligible for re-appointment are annexed to the Notice
convening the 33rdAnnual General Meeting of the Company. The details of shares held by
non-executive directors are given in Corporate Governance Report.
The details of Directors and Key Managerial Personnel, who were appointed or have
resigned during the year are as follows:
During the year under review, the Members of the Company approved, by way of a Special
Resolution, the continuation of Mr. K.V. Aiyappan (DIN: 00117641) as a Non-Executive
Director of the Company upon his attaining the age of 75 years.
During the year under review, the Members of the Company approved, by way of a Special
Resolution, the re-appointment of Mrs. Chitra Sivaramakrishnan (DIN: 00292725) as the
Whole-time Director, designated as Executive Director, for a period of three (3) years
with effect from 1 st August, 2025 to 31st July, 2028.
The term of office of Mr. Arunachalam Kanaga Sabesan (DIN: 02238098) and Mrs. Revathi
Sureshkumar (DIN: 08507052) as Independent Directors will expire on 29th September, 2026.
Based on the recommendation of the Nomination and Remuneration Committee, the Board has
recommended their re-appointment as Independent Directors for a second term of five (5)
consecutive years, with effect from 30th September, 2026, subject to the approval of the
Members at the ensuing Annual General Meeting.
The following events occurred after the close of the financial year and up to the date
of this Report:
- The Members of the Company, by way of a Special Resolution, approved the appointment
of Mr. Santhosh Veerappan (DIN: 11638469) as an Independent Director of the Company for a
term of five (5) consecutive years with effect from 27th April, 2026. He is not liable to
retire by rotation in accordance with the provisions of the Companies Act, 2013.
- Mr. M.G. Baskar (DIN: 07527509) retired from the office of Independent Director of
the Company with effect from 15th June, 2026.
DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act and the
SEBI Listing Regulations and they have registered their names in the Independent
Directors' Databank. Further, there has been no change in the circumstances which may
affect their status as Independent Director during the year. The terms and conditions of
appointment of the Independent Directors and the Director's familiarization programme are
placed on the website of the Company www.afslindia.in.
COMMITTEES:
As at March 31, 2026, the Company has Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee and Risk Management Committee.
Details of the composition of the Board and its Committees are provided in the
Corporate Governance Report attached to this Report.
VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the
Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI
Listing Regulations and in accordance with the requirements of Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors
had approved the Policy on Vigil Mechanism / Whistle Blower and the same is hosted on the
website of the Company. This Policy inter-alia provides a direct access to the Chairman of
the Audit Committee. Your Company hereby affirms that no Director/employee has been denied
access to the Chairman of the Audit Committee.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby
confirm that:.
a. In the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and
profit for company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this 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; and
e. the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
f. the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES /
ASSOCIATES/JV
The company has no Subsidiary / Joint Venture / Associate.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return of the Company is available on the Company's website at www.afslindia.in.
AUDITORS
STATUTORY AUDITORS:
M/s. TSG & ASSOCIATES, Chartered Accountants (Firm Registration No. 013133S) were
appointed as Statutory Auditors at the 29th Annual General Meeting of the company held on
15th September, 2022 to hold office up to the conclusion of the 34th Annual general
meeting of the company. The Statutory Audit report does not contain any qualification,
reservation, adverse remark or any disclaimer.
SECRETARIAL AUDITOR:
Ms. Sindhuja Porselvam, Peer Reviewed Practicing Company Secretary (Mem No. 44831; CP
23622; Peer Review No. 5912/2024), Proprietor of Porselvam and Associates (Firm
Registration No. S2021TN811500) were appointed as the Secretarial Auditors at the 32nd
Annual General Meeting of the company held on 04th September, 2025 for a term of 5 (five)
consecutive financial years, i.e., from the financial year 2025-26 to the financial year
2029-30.
The Secretarial Audit report for the financial year ended March 31,2026 in Form No.MR-3
is attached as Annexure-I to this Report.The Secretarial Audit report does not contain any
qualification, reservation, adverse remark or any disclaimer.
COST AUDITORS:
The provision of Cost audit as per Section 148 of the Companies Act, 2013 doesn't apply
to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
| (A) Conservation of energy : |
NIL |
| (B) Technology absorption : |
NIL |
| (C) Foreign exchange earnings and Outgo : |
NIL |
DEPOSITS:
Your Company has not accepted any deposit within the meaning of provisions of Chapter V
of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 for the year
ended March 31,2026.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
| SECURED LOANS : |
NIL |
| UNSECURED LOANS : |
NIL |
| CURRENT/NON-CURRENT INVESTMENTS : |
Rs. 94.74 (Amount in Lakhs) |
| GUARANTEES : |
NIL |
| SECURITIES EXTENDED : |
NIL |
RISK MANAGEMENT POLICY:
The company has put in place the Risk Management policy and procedures for
identification, assessment, management, monitoring and minimization of risks.
CORPORATE SOCIAL RESPONSIBILTY POLICY :
The present Net worth / turnover of the company does not require compliance with CSR.
RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and amendment to the Listing
Regulations, your Company has formulated a Policy on Related Party Transactions. The
Policy intends to ensure that proper reporting, approval and disclosure processes are in
place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and
approval. Related Party Transactions which are of repetitive nature are entered at market
price and are at Arm's Length Basis. Accordingly, the disclosure of Related Party
Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2
is attached as Annexure II.
ANNUAL EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all
the directors on the basis of criteria such as the board composition and structure,
effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. In
a separate meeting of independent directors, performance of non-independent directors, the
Board as a whole and Chairman of the Company was evaluated, taking into account the views
of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. At the
board meeting that followed the meeting of the independent directors and meeting of
Nomination and Remuneration Committee, the performance of the Board, its Committees, and
individual directors was also discussed. Performance evaluation of independent directors
was done by the entire Board, excluding the independent director being evaluated.
(Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015, the Board has carried out an annual evaluation of its own
performance and that of the directors individually as well as evaluation of the working of
its Audit, Nomination and Remuneration and other Committees.
The Board has, on the recommendation of the Nomination and Remuneration Committee,
framed a Policy for selection and appointment of Directors, Key Managerial Personnel and
other employees and their remuneration for implementation.)
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2025-2026 to
BSE Limited and BSE Limited is the designated stock exchange where the shares of the
company are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Act forms an integral part of this Report and is
attached as ANNEXURE III.
SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India. MATERIAL CHANGES AND COMMITMENTS
There are no other material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the report other than those
disclosed in the financial statements.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules, 2014, it is reported that
during the year 2025-2026, no Orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and company's operations in future.
GENERAL
1. Your Directors state that there were no transactions in respect of the following
items during the year under review requiring disclosure or reporting.
i. Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii. Issue of shares (including sweat equity shares) to the employees of the Company
under any scheme.
iii. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.
iv. Difference between amount of valuation done at the time of one time settlement and
valuation done while taking loan from the Banks or Financial Institutions.
The Company has put into effect economy measures consistently with the need to continue
the operations on a moderate scale with efficiency and promptness.
WEBSITE:
Performance particulars of the company can be ascertained by the shareholders / public
from website www.afslindia.in.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed.
The policy related to insider trading has been uploaded on the website of the Company
www.afslindia.in.
All Board of Directors and the designated employees have confirmed compliance with the
Code.
RISKS AND CONCERNS:
Your Company is exposed to normal finance risk factor such as Interest rate volatility,
economic cycle and credit risk. Your Company manages these risks by adopting prudent
business and risk management policies.
ADEQUACY OF INTERNAL CONTROL:
Your Company has got adequate system of internal controls and the management ensures
adherence to all internal control practices and procedures. The Audit Committee critically
reviews periodically the adequacy of internal controls and suggests control measures for
further improvement / transparency.
INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has in place adequate internal financial controls commensurate with its
size. During the year, such controls were tested and no reportable material weaknesses
were observed.
DETAILS IN RESPECT OF FRAUD
During the year under review, the Statutory Auditor in their report have not reported
any instances of frauds committed in the Company by its Officers or Employees under
section 143(12) of the Companies Act, 2013.
MATERNITY BENEFIT:
The Company affirms that it has duly complied with all provisions of the Maternity
Benefit Act, 1961, and has extended all statutory benefits to eligible women employees
during the year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN:
The Company is committed to providing a safe and conducive work environment to all of
its employees and associates. The Company has created the framework for individuals to
seek recourse and redressal to instances of sexual harassment. The Company has in place a
Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (POSH, 2013).
The policy formulated by the Company for prevention of sexual harassment is available
on the website of the Company at www.afslindia.in
Your Directors further state that during the year under review, there was no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
| 1 |
Number of complaints of Sexual Harassment received in the Year |
0 |
| 2 |
Number of Complaints disposed off during the year |
0 |
| 3 |
Number of cases pending for more than ninety days |
0 |
ACKNOWLEDGEMENT
Your Board takes this opportunity to thank the Company's employees for their dedicated
service and firm commitment to pursuing the goals and Vision of the Company. Your Board
also wishes to express its appreciation for the continued support of the Government of
India, Governments of various States in India, bankers, financial institutions, customers,
dealers and suppliers and also, the valuable assistance and advice received from the
shareholders. We look forward to the continued support of all the partners in our
progress.
|
|
BY ORDER OF THE BOARD |
|
(Sd/-) |
(Sd/-) |
| Place: Chennai |
Muthulakshmi |
Chitra Sivaramakrishnan |
| Date : 28/07/2026 |
Director |
Wholetime Director |
|
DIN:00286658 |
DIN:00292725 |
|