Dear Members,
The Board of Directors is pleased to present the 37th Annual Report on the business and
operations of the Company together with the Standalone Audited Financial Statements for
the Financial Year ended March 31, 2026.
1. FINANCIAL RESULT:
Financial results of your Company for the year ended 31st March 2026 are summarized
below:
Amount (In Lakhs)
PARTICULARS |
2025-26 |
2024-25 |
| Income from Operations |
44081.35 |
45831.48 |
| Other Income |
1745.03 |
4118.04 |
Total Revenues |
45826.38 |
49949.53 |
| Operating expenditure |
40094.82 |
43650.07 |
| Earnings before Interest, Tax, Depreciation and |
5731.56 |
6299.47 |
| Amortization (EBITDA) |
|
|
| Finance costs |
720.15 |
791.34 |
| Depreciation and amortization expense |
932.40 |
737.01 |
| Profit before exceptional item and Tax |
4079.01 |
4771.10 |
| Exceptional Item |
00.00 |
00.00 |
| Profit before Tax (PBT) |
4079.01 |
4771.10 |
| Tax expense |
1068.28 |
1148.50 |
| Profit after Tax (PAT) |
3010.72 |
3622.60 |
2. COMPANY'S PERFORMANCE
During the Financial Year 2025-26:
1. The Company's revenue from operations for the financial year 2025-26 stood at Rs.
44,081.35 Lakhs as compared to Rs. 45,831.48 Lakhs in the previous financial year,
representing a decrease of 3.818% over the previous year. During the year under review,
the Company continued to focus on improving operational efficiency and maintaining
profitability in its manufacturing division through efficient on-site operations and
prudent cost management. Despite the marginal decline in revenue, the Company remained
committed to enhancing operational performance and creating long-term value for its
stakeholders.
2. The Company's profit before exceptional items and tax for the financial year 2025-26
stood at Rs. 4,079.01 Lakhs, as compared to Rs. 4,771.10 Lakhs in the previous financial
year, representing a decrease of approximately 14.51%.
3. The Company earned a net profit after tax of Rs. 3,010.72 Lakhs during the financial
year 2025-26, as against a net profit after tax of Rs. 3,622.60 Lakhs in the previous
financial year, representing a decrease of approximately 16.89%.
3. DIVIDEND :
The Board of Directors at their meeting held on 13th August, 2026, has recommended
payment of Rs. 0.35 per equity share as dividend on the paid up equity share capital of
the Company for the financial year ended 31st March, 2026. The payment of dividend is
subject to the approval of the shareholders at the ensuing 37th Annual General Meeting
(AGM) of the Company.
4. SHARE CAPITAL :
The Authorized & Paid-up Equity Share Capital as on March 31, 2026 was Rs.
10,60,00,000/- divided into 10,60,00,000 Equity Shares of Rs. 1/- each & Rs.
10,45,20,000/- divided into 10,45,20,000 Equity Shares of Rs. 1/- each respectively.
During the year under review, the Company has not issued any securities.
During the year, pursuant to the approval of the shareholders, the Company subdivided
each equity share having a face value of 2 each into two equity shares having a face value
of 1 each.
5. TRANSFER TO RESERVES :
The Board of Directors recommended final dividend for the year under review from part
of the Profit & balance profit transferred to the Reserves.
6. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR ENDED
31.03.2026 :
The Board of Directors on its meeting dated 31st December,2025 based on the
recommendation of the Nomination and Remuneration Committee, has approved the
re-appointment of Mr. Bhagwan Dass Bhankhor (DIN: 08799204) as a Non-Executive
Independent Director of the Company for a second term of five (5) consecutive years,
commencing from 20th January, 2026 up to 19th January, 2031, not liable to retire by
rotation, subject to the approval of the Members by way of a Special Resolution at
the ensuing
37th Annual General Meeting.
The details of director as on 31.03.2026 are as under:
| Sr. No. NAME |
DESIGNATION |
| 1. GHANSHYAM DASS |
Chairman & Managing Director |
| 2. ASHISH KANDOI |
Whole time Director |
| 3. ANUJ KANDOI |
Whole time Director |
| 4. SHWETHA KABRA |
Independent Director |
| 5. TARA DEVI VEITLA |
Independent Director |
| 6. BHAGWAN DASS BHANKHOR |
Independent Director |
7. SUBSIDIARY & ASSOCIATE COMPANIES
During the period under review, the Company has no Subsidiaries, Joint Venture or
Associates.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Act are given in the notes to the financial statements.
9. DEPOSITS
The Company has not accepted deposits within the meaning of Section 73 and 74 of the
Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence
there were no outstanding deposits and no amount remaining unclaimed with the Company as
on 31st March, 2026.
10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :
All Related Party Transactions that were entered into during the financial year were on
arm's length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations.
There were no materially significant transactions with the related parties during the
financial year which were in conflict with the interest of the Company and details are
provided in form AOC- 2 as "Annexure-
A" to this report.
All Related Party Transactions are placed before the Audit Committee for review and
approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for
the transactions which are planned/repetitive in nature and omnibus approvals are taken as
per the policy laid down for unforeseen transactions. Related Party Transactions entered
into pursuant to the omnibus approval so granted are placed before the Audit Committee for
its review on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions. All the Related Party Transactions under Ind AS-24 have been disclosed
at note no.12 to the standalone financial statements forming part of this Annual Report.
The Company has a policy on Related Party Transactions in place which is in line with the
Act and the Listing
Regulations and the same is also available on the Company's website at www.geekaywires.com.
11. INTERNAL FINANCIAL CONTROLS
The Company's internal financial control systems are commensurate with the nature of
its business and the size and complexity of its operations. The internal control
procedures have been planned and designed to provide reasonable assurance of compliance
with various policies, practices and statutes in keeping with the organization's pace of
growth and achieving its objectives efficiently and economically. The internal controls
and governance processes are duly reviewed for their adequacy and effectiveness through
periodic audits by the Internal Audit department. Post-audit reviews are also carried out
to ensure that audit recommendations are implemented. The Audit Committee reviews the
adequacy and effectiveness of the Company's internal control environment and monitors the
implementation of audit recommendations, including those relating to strengthening of the
Company's risk management policies and systems. The ultimate objective being a Zero
Surprise, Risk Controlled Organization.
The Company periodically tracks all amendments to Accounting Standards and makes
changes to the underlying systems, processes and financial controls to ensure adherence to
the same. All resultant changes to the policy and impact on financials are disclosed after
due validation with the statutory auditors and the Audit Committee. Independence of the
Internal Auditors is ensured by way of direct reporting to the Audit Committee.
Further details of the internal controls system are given in the Management Discussion
and Analysis Report, which forms part of this Annual Report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Directors Retire By Rotation:
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Anuj Kandoi, Director of the Company, is liable to retire
by rotation at the ensuing Annual General Meeting and being eligible, offer himself for
re-appointment. The Board of Directors recommends his re-appointment.
Declaration From Independent Directors The Company has received the following
declarations from all the Independent Directors confirming that:
1. The Independent Director(s) have submitted the declaration of independence pursuant
to section 149(7) of the Act stating that he/they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013.There has been no
change in the circumstances affecting their status as Independent Directors of the
Company; and
2. They have registered themselves with the Independent Director's Database maintained
by the IICA. None of the Directors of the Company are disqualified for being appointed as
Directors as specified in Section 164(2) of the Act and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Independent Directors
Mr. Bhagwan Dass Bhankhor, Ms. Tara Devi Veitla and Ms. Shwetha Kabra (Director) are
the Independent Directors of the Company as on March 31, 2026.
Key Managerial Personnel
Mr. Ghanshyam Dass (Chairman & Managing Director), Mr. Ashish Kandoi (Whole Time
Director), Mr. Anuj Kandoi (Whole Time Director), Mr. Abhijit Suresh Patki (Chief
Financial Officer) and Mrs. Kirti Gupta (Company Secretary & Compliance Officer) are
the Key Managerial Personnel of the Company as on March 31, 2026.
13. DETAILS OF REMUNERATION TO DIRECTORS:
The Board has, on the recommendation of Nomination and Remuneration Committee framed a
policy for selection and appointment of Directors, Senior Management and their
remuneration. The information relating to remuneration of Directors and details of the
ratio of the remuneration of each Director to the median employee's remuneration and other
details as required pursuant to section 197(12) of the Act read along with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in "Annexure-B" to this Report.
14. GOVERNANCE AND COMPLIANCE:
The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The
Guidelines cover aspects related to composition and role of the Board, Chairperson and
Directors, Board diversity, definition of independence, Director Term, retirement age and
Committees of the Board. It also covers aspects relating to nomination, appointment,
induction and development of Directors, Director Remuneration, Code of Conduct, Board
Effectiveness Review and mandates of Board Committees.
The Nomination and Remuneration Committee (‘NRC') is responsible for developing
competency requirements for the Board based on the industry and strategy of the Company.
The Board composition analysis reflects in-depth understanding of the Company, including
its strategies, environment, operations, financial condition and compliance requirements.
The NRC conducts a gap analysis to refresh the Board on a periodic basis, including
each time a Director's appointment or re-appointment is required. The Committee is also
responsible for reviewing the profiles of potential candidates vis-?-vis the required
competencies and meeting potential candidates, prior to making recommendations of their
nomination to the Board.
At the time of appointment, specific requirements for the position, including expert
knowledge expected is communicated to the appointee.
During the year under review, the Board has also identified the list of core skills,
expertise and competencies of the Board of Directors as are required in the context of the
businesses and sectors applicable to the Company and mapped with each of the Directors on
the Board. The same is disclosed in the Report of Corporate Governance forming part of the
Annual Report.
Criteria for Determining Qualifications, Positive Attributes and Independence of a
Director:
The NRC has formulated the criteria for determining qualifications, positive attributes
and independence of Directors in terms of provisions of Section 178(3) of the Act and
Regulation 19 read with Part D of Schedule II of the Listing Regulations.
Independence: In accordance with the above criteria, a director will be considered
as an ‘Independent Director' if he/she meets with the criteria for ‘Independent
Director' as laid down in the Act and Rules framed thereunder and Regulation 16(1)(b) of
the Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and gender. It is also
ensured that the Board has an appropriate blend of functional and industry expertise.
While recommending the appointment of a Director, the NRC considers the manner in which
the function and domain expertise of the individual will contribute to the overall
skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act, the
Directors on the Board of the Company are also expected to demonstrate high standards of
ethical behavior, strong interpersonal and communication skills and soundness of judgment.
Independent Directors are also expected to abide by the ‘Code for Independent
Directors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its Committees and of
Directors:
Pursuant to the applicable provisions of the Act, Listing Regulations and Governance
Guidelines, the Board has carried out an annual evaluation of its own performance,
performance of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the
Performance Evaluation process for the Board, its Committees and Directors. The
performance of the Board and individual Directors was evaluated by the Board after seeking
inputs from all the Directors. The performance of the Committees was evaluated by the
Board after seeking inputs from the Committee Members.
The criteria for performance evaluation of the Board included aspects such as Board
composition and structure, effectiveness of Board processes, contribution in the long term
strategic planning, etc. The criteria for performance evaluation of the Committees
included aspects such as structure and composition of Committees, effectiveness of
Committee meetings, etc. The above criteria for evaluation were based on the Guidance Note
issued by Securities and Exchange Board of India (‘SEBI').
In a separate Meeting, the Independent Directors evaluated the performance of
Non-Independent Directors and performance of the Board as a whole. They also evaluated the
performance of the
Chairperson taking into account the views of Executive Directors and Non-Executive
Directors. The NRC reviewed the performance of the Board, its Committees and of the
Directors.
The same was discussed in the Board Meeting that followed the Meeting of the
independent Directors and NRC, at which the feedback received from the Directors on the
performance of the Board and its Committees was also discussed.
The Secretarial and Legal functions of the Company ensure maintenance of good
governance within the organization.
They assist the business in functioning smoothly by being compliant at all times and
providing strategic business partnership in the areas including legislative expertise,
corporate restructuring, regulatory changes and governance.
15. REMUNERATION POLICY:
The Company has adopted a Remuneration Policy for the Directors, Key Managerial
Personnel and other employees, pursuant to the provisions of the Act and the Listing
Regulations. The same is displayed on the website of the company www.geekaywires.com.
16. BOARD AND COMMITTEE MEETINGS
During the year, Twelve(12) Board Meetings and five Audit Committee Meetings were
convened and held. The intervening gap between the Meetings was within the period
prescribed under the Act. The details of Board Meetings and various Committee Meetings
along with their composition and attendance are disclosed in the Report of Corporate
Governance forming part of the Annual Report as "Annexure-E".
17. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal, Statutory, Cost
and Secretarial Auditors, including audit of the internal financial controls over
financial reporting by the Statutory Auditors, and the reviews performed by Management and
the relevant Board Committees, including the Audit Committee, the
Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2025-26. To the best of their knowledge and belief and according
to the information and explanations obtained by them, your Directors make the following
statements in terms of Section 134(3)(c) of the Act:
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures;
(ii) they 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 at the end of the financial year and of the
profit of the Company for that period;
(iii) they have taken proper and sufficient care for 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls were adequate and were operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
18. CORPORATE SOCIAL RESPONSIBILITY :
The Company remains committed to its Corporate Social Responsibility initiatives and
continues to undertake programmes that create sustainable and long-term value for society.
Your Company undertook numerous initiatives. The detailed Annual Report on our CSR
activities pursuant to Rule 8 of the Company's (Corporate Social Responsibility Policy)
Rules, 2014 is given in Annexure "F" forming part of this Report.
19. EQUAL OPPORTUNITY & PREVENTION OF SEXUAL HARASSMENT
The Company has always provided a congenial atmosphere for work to all employees that
is free from discrimination of any kind. It has provided equal opportunities of employment
to all without regard to nationality, religion, caste, colour, language, marital status
and sex.
The Company has also framed policy on Prevention of Sexual Harassment at the
workplace.
We follow a gender neutral approach in handling complaints of sexual harassment and we
are compliant with the law of the land wherever we operate with the objective of providing
a safe working environment to all employees (permanent, contractual, temporary, trainees)
the company has formulated a policy, the said policy is available on the website of the
Company. During the year under review, the Company has not received any complaint.
20. VIGIL MECHANISM/WHISTLEBLOWER POLICY
As per the provisions of Section 177 (9) of the Act read with Regulation 22(1) of the
Listing Regulations, the Company is required to establish an effective vigil mechanism for
directors and employees to report genuine concerns. The Company has a Vigil Mechanism and
a Whistleblower Policy in place to enable its Directors, employees and its stakeholders to
report their concerns, if any. The said Policy provides for:
(a) adequate safeguards against victimization of persons who use the Vigil Mechanism;
and
(b) direct access to the Chairperson of the Audit Committee of the Board of the
Company. The Company believes in the conduct of the affairs of its constituents by
adopting the highest standards of professionalism, honesty, integrity and ethical
behavior, in line with the Company's Code of Conduct. All the stakeholders are encouraged
to raise their concerns or make disclosures on being aware of any potential or actual
violation of the Code, policies or the law. Details of the Vigil Mechanism and
Whistleblower policy are made available on the company's website at https://www.geekaywires.com.
21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts or
Tribunals which would impact the going concern status of the Company and its future
operations.
22. AUDIT AND AUDITORS
Statutory Auditors:
M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No.006027S),
Hyderabad, were appointed as the Statutory Auditors for a period of 5 years from the
conclusion of 32nd AGM till the conclusion of 37th AGM of the Company. The Audit Report of
M/s. M.M. Palod & Co., Chartered Accountants, Hyderabad on the Financial Statements of
the Company for FY 2025-26 is a part of the Annual Report. The Report does not contain any
qualification, reservation, adverse remark or disclaimer.
Change in Statutory Auditors Subsequent to the financial year ended March 31, 2026,
M/s M.M. Palod & Co., Chartered Accountants (ICAI Firm Registration No.006027S) ceased
to be the Statutory Auditors of the Company. The Board of Directors, based on the
recommendation of the Audit Committee, appointed M/S L B Reddy & Co (FRN: 008611S)
Chartered Accountants, as the Statutory Auditors of the Company, subject to the approval
of the Members. The appointment of M/S L B Reddy & Co (FRN: 008611S) Chartered
Accountants was subsequently approved by the Members through Postal Ballot in June 2026.
Cost Auditors:
The Company is required to maintain cost records as specified by the Central Government
as per Section 148(1) of the Act and the rules framed thereunder, and accordingly, the
Company has made and maintained such cost accounts and records.
Your company has appointed M/s. KJU & Associates (FRN 000474) as Cost Auditors to
give cost audit report for F.Y 2026-27. There has been no qualification, reservation,
adverse remark or disclaimer given by the Cost Auditors in their Report for the FY
2025-26.
In terms of Section 148 of the Act read with Companies (Cost Records and Audits) Rules,
2014, the Audit Committee recommended and the Board of Directors re-appointed M/s. KJU
& Associates (FRN 000474), being eligible, to conduct Cost Audits of the Company for
the year ending March 31, 2027.
The Company has received their written consent and confirmation that the appointment
will be in accordance with the applicable provisions of the Act and rules framed
thereunder. The remuneration payable to Cost Auditors has been approved by the Board of
Directors on the recommendation of the Audit Committee and in terms of the Act and Rules
therein. The Members are therefore requested to ratify the remuneration payable to M/s.
KJU & Associates as set out in the Notice of the 37th AGM of the Company.
Secretarial Auditors:
Pursuant to Regulation 24A of the SEBI Listing Regulations, the members at the previous
AGM approved the appointment of CS Kashinath Sahu, Proprietor of Kashinath Sahu & Co,
Company Secretaries in Practice (CP No. 4807), Hyderabad as Secretarial Auditor for a term
of five consecutive years commencing from FY 2025-26 up to FY 2029-30. The report of the
Secretarial Auditors is enclosed as "Annexure-H". There has been no
qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors
in their Report.
23. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors, Cost Auditors and Secretarial
Auditors have not reported any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.
24. ANNUAL RETURN :
The Annual Return of the Company in Form MGT-7 for the financial year ended March 31,
2026, will be made available on the website of the Company at www.geekaywires.com after
filing with the Registrar of Companies
25. SECRETARIAL STANDARDS OF ICSI :
The Directors have devised proper systems and processes for complying with the
requirements of applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (‘ICSI') and that such systems were adequate and operating
effectively.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO :
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules,
2014, is attached as "Annexure-C" to this report.
27. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached
as "Annexure B".
28. MANAGEMENT DISCUSSION AND ANALYSIS :
The Management Discussion and Analysis Report, as required under the Listing
Regulations, forms part of the Annual Report as "Annexure-D".
29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :
Your Company did not have any funds lying unpaid or unclaimed for a period of last
seven years. Therefore, there were no funds which were required to be transferred to
Investor Education and Protection Fund (IEPF).
30. POLICY ON PRESERVATION OF THE DOCUMENTS:
The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange
Board of India
(Listing obligations and Disclosure Requirements) Regulations, 2015
("Regulations") on Preservation of the Documents to ensure safe keeping of the
records and safeguard the Documents from getting manhandled, while at the same time
avoiding superfluous inventory of Documents.
31. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS :
The Policy is framed in accordance with the requirements of the Regulation 30 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of
events or information of the Company and to ensure that such information is adequately
disseminated in pursuance with the Regulations and to provide an overall governance
framework for such determination of materiality. The policy is displayed at the company
website www.geekaywires.com.
32. CORPORATE GOVERNANCE :
Your Company believes in conducting its affairs in a fair, transparent and professional
manner and maintaining the good ethical standards, transparency and accountability in its
dealings with all its constituents. As required under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a detailed report on Corporate Governance
along with the Auditors' Certificate thereon is enclosed as per "Annexure-E" to
this report.
33. INSIDER TRADING REGULATIONS:
The requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as
amended from time to time, the code of conduct for prevention of insider trading and the
Code for Corporate Disclosures
("Code"), as approved by the Board from time to time, are in force by the
Company. The objective of this
Code is to protect the interest of shareholders at large, to prevent misuse of any
price sensitive information and to prevent any insider trading activity by dealing in
shares of the Company by its Directors, designated employees and other employees. The
Company also adopts the concept of Trading Window Closure, to prevent its Directors,
Officers, designated employees and other employees from trading in the securities of
Geekay Wires Limited at the time when there is unpublished price sensitive information.
34. DEPOSITORY SYSTEM:
As the Members are aware, your Company's shares are trade-able compulsorily in
electronic form and your Company has established connectivity with both National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL). In view of the numerous advantages offered by the depository system, the members
are requested to avail the facility of Dematerialization of the Company's shares on NSDL
& CDSL. The ISIN allotted to the Company's Equity shares is INE669X01032.
35. PARTICULARS OF INTER CORPORATE LOANS, GUARANTEES OR INVESTMENTS:
The particulars of Inter Corporate Loans and investments of the Company have been
provided in the Notes to the Financial Statements.
36. STATUS OF LISTING FEES:
Listing Fees for the Financial Year 2025-26 have been duly paid NSE, where
Company's shares are listed and there are no dues outstanding and payable.
37. CODE OF CONDUCT FOR BUSINESS PRINCIPLES & ETHICS AND PREVENTION OF INSIDER
TRADING AND OTHER CODE AND POLICIES OF THE COMPANY:
Your Board of Directors are pleased to report that your Company has complied with the
various mandatory policy including Dividend Distribution Policy
(https://www.geekaywires.com/pdf/policy/dividend-distribution-policy.pdf) and others
policy(ies) are also available on the Company's website https://www.
geekaywires.com/policy.php
38. ACKNOWLEDGEMENTS :
The Directors hereby acknowledge the dedicated and loyal services rendered by the
employees of the Company during the year. They would also like to place on record their
appreciation for the continued cooperation and support received by the Company during the
year from bankers, financial institutions, Government authorities, business partners,
shareholders and other stakeholders without whom the overall satisfactory performance
would not have been possible.
|
For and on behalf of the Board of Directors |
|
|
M/s Geekay Wires Limited |
|
|
(Ghanshyam Dass) |
(Ashish Kandoi) |
|
Chairman & Managing Director |
Whole Time Director |
|
DIN: 01539152 |
DIN: 00463257 |
Date: 13-08-2026 |
|
|
Place: Hyderabad |
|
|
[ ANNEXURE A ] FORM NO. AOC -2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014
Form for disclosure of particulars of contracts/arrangements entered into by the
Company with related parties referred to in sub section (1) of section 188 of the
Companies Act, 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm's length basis are
as under:
(a) Name(s) of the related party and nature of relationship NIL (b) Nature of
contracts/arrangements/transactions NIL (c) Duration of the
contracts/arrangements/transactions NIL
(d) Salient terms of the contracts or arrangements or transactions including the value
NIL (e) Justification for entering into such contracts or arrangements or transactions-NIL
(f) Date of approval by the Board -NIL (g) Amount paid as advances, if any: NIL
(h) Date on which the special resolution was passed in general meeting as required
under first proviso to section 188 - NIL
2. Details of contracts or arrangements or transactions at Arm's length basis as under:
(Amounts in Lakhs)
| Name of Related Party |
Nature of Transaction |
Nature of Relationship |
Duration |
Amount |
| GHANSHYAM DAS |
Remuneration |
Director |
2025-26 |
84.00 |
| GHANSHYAM DAS |
Rent |
Director |
2025-26 |
3.90 |
| GHANSHYAM DAS |
Rent Shankarampet/ ISNAPUR) |
Director |
2025-26 |
52.60 |
| ANUJ KANDOI |
Remuneration |
Director |
2025-26 |
60.00 |
| ANUJ KANDOI |
Any other transaction (NPS Contribution) |
Director |
2025-26 |
8.40 |
| KANDOI INDUSTRIES INDIA PVT LTD |
Sale of goods or services |
Common Control Entity |
2025-26 |
90.43 |
| KANDOI INDUSTRIES INDIA PVT LTD |
Purchase of goods or services |
Common Control Entity |
2025-26 |
356.19 |
| ASHISH KANDOI |
Remuneration |
Director |
2025-26 |
72.00 |
| ASHISH KANDOI |
Any other transaction (NPS Contribution) |
Director |
2025-26 |
10.08 |
| Geekay Wires Ltd (USA) |
Sale of goods or services |
Common Control Entity |
2025-26 |
16333.53 |
| ASP PRIVATE LIMITED |
Purchase of goods or services |
Common Control Entity |
2025-26 |
112.88 |
| ASP PRIVATE LIMITED |
Sale of goods or services |
Common Control Entity |
2025-26 |
1003.75 |
| ABHIJIT PATKI |
Remuneration |
KMP |
2025-26 |
15.21 |
| KIRTI GUPTA |
Remuneration |
KMP |
2025-26 |
8.37 |
| ASP PRIVATE LIMITED |
Loan |
Common Control Entity |
2025-26 |
1950.00 |
| ASP PRIVATE LIMITED |
Any other transaction (Loan returned) |
Common Control Entity |
2025-26 |
1950.00 |
| ASP PRIVATE LIMITED |
Interest paid |
Common Control Entity |
2025-26 |
73.08 |
| KANDOI INDUSTRIES INDIA PVT LTD |
Interest paid |
Common Control Entity |
2025-26 |
27.80 |
| KANDOI INDUSTRIES INDIA PVT LTD |
Loan |
Common Control Entity |
2025-26 |
1800.00 |
| KANDOI INDUSTRIES INDIA PVT LTD |
Any other transaction (Loan returned) |
Common Control Entity |
2025-26 |
1800.00 |
| RENU KANDOI |
Any other transaction (Rent Wadiaram) |
Relative Of Director |
2025-26 |
42.00 |
| SAROJ BALA |
Remuneration |
Relative Of Director |
2025-26 |
19.58 |
| SAROJ BALA |
Any other transaction NPS Contribution |
Relative Of Director |
2025-26 |
1.68 |
Related Party Disclosure: [Regulation 53(f) read with Schedule V of SEBI (LODR)
Regulations, 2015]
Sr. No. In the accounts of |
Disclosures of amounts at the year end and the maximum amount of loans/
advances/ Investments outstanding during the year. |
| 1 Holding Company |
Loans and advances in the nature of loans to subsidiaries by name and
amount.- NIL Loans and advances in the nature of loans to associates by name and
amount.- NIL Loans and advances in the nature of loans to firms/companies in which
directors are interested by name and amount.- NIL |
| 2 Subsidiary |
The Company does not have any subsidiary company. |
| 3 Holding Company |
Investments by the loanee in the shares of parent company and subsidiary
company, when the company has made a loan or advance in the nature of loan.- NIL |
|
For and on behalf of the Board of Directors |
|
|
M/s Geekay Wires Limited |
|
|
(Ghanshyam Dass) |
(Ashish Kandoi) |
|
Chairman & Managing Director |
Whole Time Director |
|
DIN: 01539152 |
DIN: 00463257 |
Date: 13-08-2026 |
|
|
Place: Hyderabad |
|
|
[ANNEXURE-B]
DETAILS OF RATIO OF REMUNERATION OF DIRECTOR
[Section 197(12), r/w Rule 5 of Companies (Appointment and Remuneration of Managerial
Personnel), Rules,2014]
I. The ratio of the remuneration of each director to the median remuneration of the
employees of the
Company for the financial year; Median
Name of the Director |
Ratio to the Median |
| Mr. Ghanshyam Dass |
24.56:1 |
| Mr. Ashish Kandoi |
15.78:1 |
| Mr. Anuj Kandoi |
17.54:1 |
II. The percentage increase in remuneration of each Director, Chief Financial Officer,
Chief Executive
Officer, Company Secretary or Manager, if any, in the financial year;
Name of the Director |
% in Increase |
| Mr. Ghanshyam Dass |
147.37% |
| Mr. Ashish Kandoi |
116.13% |
| Mr. Anuj Kandoi |
122.45% |
III. There has been increase in percentage in the median remuneration of Geekay Wires
Limited during the financial year
IV. The total number of employees as on March 31, 2026 is 553.
V. Average percentile increase already made in the salaries of employees other than the
Managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: During the
year, there has been increase in the salary of Key Managerial Personnel and there was
increase in the salary of some employees.
VI. The key parameters for any variable component of remuneration availed by the
Directors: The directors have not received any variable components in remuneration during
the year.
VII. It is hereby affirmed that the remuneration paid is as per the Nomination and
Remuneration Policy for
Directors, Key Managerial Personnel and other Employees .
VIII. The ratio of the remuneration of the highest paid director to that of the
employees who are not
Directors but receive remuneration in excess of the highest paid director during the
year; NIL
[ANNEXURE- C]
INFORMATION PURSUANT TO SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8
OF COMPANIES (ACCOUNTS) RULES, 2014, PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO FOR THE FINANCIAL YEAR ENDED 31ST
MARCH, 2026
A. Conservation of energy:
The Company continued to give major emphasis for conservation of Energy, and the
measures taken during the previous years were continued. The Efficiency of Energy
Utilization in each manufacturing Unit is monitored at the Corporate level every quarter,
in order to achieve effective conservation of energy. The significant Energy Conservation
measures during the year were:
Identification and monitoring of operation of High energy consuming load centers and
also specific loads like Compressors, Power Transformers & Diesel Generators etc., in
each of the manufacturing Units based on ABC analysis and daily monitoring of consumption
of A class loads.
Use of fluorescent tube lights with electronic ballasts.
Use of transparent roof sheets wherever possible to make use of natural lighting.
Switching off machines / equipment when not in use and switching off lights in areas
not having adequate activity by regrouping/repositioning the activity so that there will
not be any wastage of energy due to lighting.
Monitoring of utilization of energy in lighting and other auxiliary equipment's.
Creating awareness among employees about the necessity of energy conservation by
celebrating energy conservation week.
b) Additional investments and proposals, if any, being implemented for reduction of
energy consumption: No Capital Investment has been made for energy conservation equipment.
C) Impact on cost of production of goods: The above mentioned measures have resulted in
reduced consumption of electrical energy at various load centers.
B. Technology absorption:
i. Efforts made towards technology absorption:
Continuous efforts are being made to streamline production process, improve machine
availability and performance and to achieve highest standards of quality and quantity
benchmark.
ii. The benefits derived like product improvement, cost reduction, product development
or import substitution:
As a result of above efforts, there was improvement in product quality, better and
easier availability of materials and saving in process cost.
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
a. The details of technology imported : Nil b. The year of import : Not Applicable c.
Whether the technology been fully absorbed : Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof : Not Applicable iv. Expenditure incurred on Research and Development : Nil
C. Foreign exchange earnings and outgo:
Details of Foreign Exchange earned in terms of actual inflows and outgo in terms of
actual outflows during the year under reporting:
Earnings in Foreign exchange: 2025-26 2024-25
FOB value of Exports (as per invoices issued) Rs.183,49,02,000 Rs. 198,03,77,444
1) Expenditure in Foreign currency during the year
(Rs. In Lakhs)
On account of: |
2025-26 |
2024-25 |
| Plant and Machinery |
710.13 |
1369.07 |
| Raw Material |
|
- |
| Foreign Travel |
|
- |
| Consumable items |
532.19 |
1226.14 |
| Packing material |
290.35 |
- |
| Other expenses (freight) |
1859.42 |
1105.79 |
|