Your directors have pleasure in presenting the 48th Annual Report on the business and operations of the
Company together with the Audited Accounts for the year ended 31st March, 2026.
1. Financial summary/highlights and state of Company’s affairs.
During the said financial year, the turnover of the Company is INR 4115.59 Lakhs as against INR 4034.25
Lakhs for the last year.
The Company has earned Profit After Tax of INR 1798.91 Lakhs during the current year as against a Net
Profit of INR 1888.34 Lakhs in the previous year.
2. Change in the nature of Business, if any:
The Board would like to bring to your notice that the Company is registered as a NBFC-ND Type I with
the Reserve Bank of India vide Certificate of Registration No. N.13.02541 dated December 4, 2025
under Section 45-IA of the Reserve Bank of India Act, 1934. The Company has complied with all
applicable provisions of the Reserve Bank of India (Non-Banking Financial Companies - Registration,
Exemptions and Framework for Scale Based Regulation) Directions, 2025 and other applicable Master
Directions issued by the Reserve Bank of India, as amended from time to time.
In order to align the Company’s principal objects with the regulatory framework governing
Non-Banking Financial Companies (NBFCs) and to ensure compliance with the applicable
requirements prescribed by the Reserve Bank of India (RBI), the Company amended the Object
Clause of its Memorandum of Association during the year under review. The proposed amendment
was approved by the Members of the Company through a Postal Ballot dated 12th April, 2026 in
accordance with the provisions of the Companies Act, 2013 and the rules made thereunder.
The amendment enables the Company to carry on its business in conformity with the applicable
regulatory requirements and supports its long-term business objectives.
3. Board Meetings.
The Board of the Company consists of Directors as prescribed by the Companies Act, 2013 and the
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
The details pertaining to composition of the Board, terms of reference, etc. of the Board of Directors of
your Company and the meetings of the Board held during the financial year and the attendance thereat
have been mentioned in the Corporate Governance forming part of this Annual Report.
4. Audit Committee.
The Company has an Audit Committee in place, constituted as per the provisions of Section 177 of the
Companies Act, 2013. The members of the Audit Committee, its terms of reference, the meetings of the
Audit Committee and attendance there at of the members of the Committee is mentioned in the Corporate
Governance Report under the appropriate heading.
5. Reserves.
The Board does not propose to carry any amount to general reserves for the said financial year.
6. Dividend.
The Directors are pleased to recommend a Final Dividend 15% (i.e. INR Rs. 1.50/-) per equity share of
face value of INR 10/- each for the FY ended 31st March, 2026.
The Final Dividend, subject to the approval of Members at the AGM on 10th September, 2026 will be paid
on or before 9th October, 2026 to the Members whose names appear in the Register of Members, as on
the Cut-off date. The Total Dividend for the financial year will absorb INR 94.77 Lakhs. In view of the
changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed
by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly,
make the payment of the Final Dividend after deduction of tax at source.
7. Unpaid/ Unclaimed Dividend.
As on March 31, 2026, the total amount of unpaid/unclaimed dividend pertaining to the Financial Year
2024-25 stood at Rs. 10.19 lakhs. The Company has transferred the said amount to a separate “Unpaid
Dividend Account” in accordance with the provisions of Section 124(1) of the Companies Act, 2013.
Members who have not yet encashed their dividend warrants for the said financial year are requested
to claim the same from the Company or its Registrar and Share Transfer Agent at the earliest.
The Company shall take appropriate steps for transfer of any amount remaining unpaid or unclaimed for
a period of 7 years to the Investor Education and Protection Fund (IEPF) as required under Section
124(5) of the Act.
8. Transfer of Unpaid Dividend and Shares to Investor Education and Protection Fund.
In terms of the provisions of Section 125 of Companies Act, 2013, Investor Education and Protection
Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there was no unpaid/unclaimed dividends to be
transferred during the Financial Year under review to the Investor Education and Protection Fund.
9. Particulars of loans and investment and utility purpose by the recipient under section 186.
Your Company is in compliance with the provisions of Section 186 of the Act, to the extent applicable to
your Company. Details of Loan, Guarantee and Investment covered under the provisions of Section 186
of the Act are given in the Note 4 to the Financial Statements, and forms a part of this Annual Report.
10. Particulars of contracts or arrangements with related parties under Section 188(1).
All contracts, arrangements and transactions entered by the Company with related parties during
FY 2025-26 were in the ordinary course of business and on an arm's length basis.
Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014, the details of contracts / arrangements entered with related
parties in prescribed Form AOC-2, is annexed as ‘Annexure VI' to this Report.
However detailed disclosure on related party transactions as per IND AS-24 containing name of the
related party and details of the transactions have been provided under financial statements.
The Company has formulated a Policy on Related Party Transactions which is also available on Company's
website at www.dhootfinance.com. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related Parties.
Pursuant to the provisions of Regulation 23 of the Listing Regulations, your Company has filed half
yearly reports to the stock exchanges, for the related party transactions.
11. Details of Directors or Key Managerial Personnel who were appointed or have resigned
during the year.
During the year under review Mrs. Vaidehi Rohit Dhoot was liable to retire by rotation and was
re- appointed in the 47th AGM of the Company.
Further, Ms. Priyanka Munjal Kothari has been appointed as an Additional Independent Director on the
Board of the Company w.e.f. 20th May, 2026 after the closure of the Financial Year 2025-26 for a term
of 5 years, subject to approval of members of the Company is taken at the next general meeting or
within a time period of three months from the date of appointment, whichever is earlier.
12. Policy on Directors’ appointment, remuneration and others as formulated by the Nomination
& Remuneration Committee.
The Nomination & Remuneration Committee has formulated the following policy:
a. Directors' appointment and remuneration: As best suited for Company's business and in accordance
with the applicable law.
b. Criteria for determining qualifications, positive attributes and independence of a Director: As per
the Companies Act, 2013.
c. Remuneration for key managerial personnel and other employees: At present Non-Executive and
Independent Directors are not paid any remuneration except sitting fees for attending Board
Meetings. The Managing Director and the Key Managerial Personnel is paid remuneration as per the
terms of their appointment.
13. Statement on declaration given by Independent Director(s) under Section 149.
The Board confirms that all the Independent Directors on the Board have given a declaration of their
Independence to the Board as required under Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the Listing Regulations.
14. Formal annual evaluation.
The Board of Directors has devised a policy for the performance evaluation and accordingly evaluation
process was carried for the financial year for Board of Directors, Board Committees, Independent
Directors and other individual Directors.
15. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo.
Disclosure of particulars with respect to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is set out below:
| |
Particulars
|
Reporting for the said financial year
|
|
A.
|
Conservation of energy
|
|
|
i.
|
Steps taken or impact on conservation of energy
|
Wherever possible, the Company strives
to curtail the energy consumption on a
continuous basis
|
|
ii.
|
Steps taken for utilising alternate sources of energy
|
Nil
|
|
iii.
|
Capital investment on energy conservation
Equipments
|
Not Applicable
|
|
B.
|
Technology absorption
|
|
|
I
|
Efforts made towards technology absorption
|
Not Applicable
|
|
ii.
|
The benefits derived like product improvement,
cost reduction, product development or import
substitution
|
Not Applicable
|
|
Iii
|
Imported technology (imported during last three
years reckoned from the beginning of the
financial year)
|
Not Applicable
|
|
a.
|
the details of technology imported
|
Not Applicable
|
|
b.
|
the year of import
|
Not Applicable
|
|
c.
|
whether the technology has 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 researchand development
|
Not Applicable
|
|
C.
|
Foreign exchange earnings and outgo
|
|
|
a.
|
The foreign exchange earned in terms of
actual inflows during the year
|
Nil
|
|
b.
|
The foreign exchange outgo during the year in
terms of actual outflow
|
INR 17.79 Lakhs
|
16. Details on deposits covered under Chapter V of the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rules, 2014.
The Company is a Non-Deposit Taking NBFC and has neither accepted nor held any public deposits
during the financial year under review. There were no unpaid or unclaimed public deposits outstanding
as on 31 March 2026.
In terms of the provisions of Sections 73 and 74 of the Companies Act, 2013, read with the relevant
rules, Company has not accepted any fixed deposits during the year under report. Details of loans
taken, if any, are provided under Note 12 of Financial Statement.
17. Details of significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company’s operations in future.
During the year in review, no significant and material orders were passed by the regulators or courts
or tribunals impacting the going concern status and Company's operations in future. The Certificate of
Registration as NBFC-ND Type I granted by RBI has been disclosed above.
18. Other Company/ies which have become or ceased to be Company’s subsidiaries, joint
ventures or associate companies.
Not Applicable as the company has no subsidiaries, joint ventures or associates.
19. Performance and financial position of each of the subsidiaries, associates and joint venture
Companies included in the consolidated financial statement.
The company has no subsidiary or associate company or any joint venture to be included in the
consolidated financial statement of the Company.
20. Annual Return.
Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form
MGT-7 as on March 31,2026 is available on the website of the Company athttp://www.dhootfinance.com/
21. Disclosure on Remuneration.
None of the employees of the Company fall within the purview of the provisions of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
hence, no information is required to be disclosed.
22. Material changes between the closure of financial year and 20th May, 2026
The Board Meeting held on 20th May, 2026, the Board has recommended, subject to the approval of
shareholders, final dividend of 15% (i.e. INR Rs. 1.50/-) per equity share of the face value of Rs. 10/-
each (i.e. 15% of the face value) for the financial year ended March 31, 2026.
The Company has obtained registration as a Non-Banking Financial Company on account of satisfying
the Principal Business Criteria (PBC) as specified by the Reserve Bank of India, i.e., financial assets
constituting more than 50% of total assets and income from financial assets exceeding 50% of total
gross income. Subsequent to the year end, the Reserve Bank of India vide the Reserve Bank of India
(Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based
Regulation) Amendment Directions, 2026 dated April 29, 2026 (effective July 1, 2026) has provided an
option to existing registered Type I NBFCs that do not avail public funds and have no customer interface,
to apply for de-registration. The Board of Directors, in their Board Meeting held on May 20, 2026, have
decided to apply for deregistration of the Company as a Non-Banking Financial Company with the
Reserve Bank.
23. Details in respect of adequacy of internal financial controls with reference to the financial
statements.
The existing internal financial controls are adequate and commensurate with the nature, size, complexity
of the Business and the Business Processes followed by the Company. The Company has a well laid
down framework for ensuring adequate internal controls over financial reporting. During the year, such
controls were tested and no reportable material weakness in the design or operation was observed.
24. Risk management policy.
Your company does not find a place in the list of top 1000 listed entities, hence it does not have a Risk
Management Committee.
25. Vigil mechanism.
The Company has established vigil mechanism for directors and employees to report genuine concerns,
to provide for adequate safeguards against victimisation of employees and directors who avail of the
vigil mechanism and provides for direct access to Mr. Bhairav Surendra Sheth - Chairperson of the
Audit Committee in exceptional cases. The details of establishment of such mechanism have been
disclosed on the website of the Company.
26. Statutory Auditors.
As required under the provisions of section 139 of the Companies Act, 2013, and the Rules made
thereunder, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted
under the provisions of Companies Act, 2013. In line with the requirements of the Companies Act, 2013,
M/s. Pulindra Patel and Co, Chartered Accountants (Firm Registration No. 115187W) were appointed as
the Statutory Auditors of the Company from conclusion of the 44th Annual General Meeting (AGM) held
on until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2027.
27. Secretarial Auditors.
M/s. Shah Patel and Associates, Practicing Company Secretaries, were appointed as Secretarial
Auditors of the Company for the Financial Year 2025-26. The Secretarial Audit Report is set out as
“Annexure-I” and forms a part of this Annual Report.
Pursuant to Regulation 24A of the Listing Regulations read with Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Shah Patel & Associates,
Practicing Company Secretaries (Firm Registration No.: P2015MH046300), was appointed as Secretarial
Auditor of the Company at the 47th AGM held on September 25, 2025 for a period of 5 (five) consecutive
years commencing from Financial Year 2025-26 till Financial Year 2029-30.
28. Explanation/ Comments by the Board on qualification, reservation or adverse remark or
disclaimer made in Auditors’ Report and Secretarial Audit Report.
The Auditors' Report on the financial statements of the Company forms part of this Annual Report. The
report does not contain any qualification, reservation, adverse remark or disclaimer given by the
Auditors and the Notes to Accounts are self-explanatory and therefore, do not call for any further
explanation or comments under Section 134(3)(f)(i) of the Act.
29. Details in respect of frauds reported by auditors under sub-section (12) of section 143
other than those which are reportable to the Central Government.
During the Financial Year under review, no frauds have been reported by the Statutory Auditors under
Section 143(12) of the Act.
30. Disclosure about Corporate Social Responsibility.
The provisions of Section 135 read with the Section 198 of the Companies Act, 2013, relating to
Corporate Social Responsibility are not applicable to the company for the financial year 2025-2026.
31. Directors’ responsibility statement.
Your Directors' confirm that:
a. In the preparation of the annual accounts, the applicable accounting standards had been followed
and there were no material departures;
b. The Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give 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
2025-2026;
c. The Directors had 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 had 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 had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
32. Changes in Share Capital.
There is no change in the Issued, Subscribed and Paid-Up Share Capital of the company.
33. Compliance with Secretarial Standards of ICSI.
In terms of Section 118(10) of the Act, the Company states that the applicable Secretarial Standards i.e.,
SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the
Board of Directors and General Meetings respectively, have been duly complied with.
34. Other Statutory Disclosures.
The other statutory disclosures pursuant to Sections 134, 135, 188, 197 and other applicable provisions
of the Companies Act, 2013 read with related Rules are attached herewith.
35. Human Resources.
The Company considers its employees as most important resources and asset. The Company follows
a policy of building strong teams of talented professionals. The Company continues to build on its
capabilities in getting the right talent to support different products and geographies and is taking
effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture
this asset. The Company ensures that safe working conditions are provided in the offices of the
Company.
The Company has kept a sharp focus on Employee Engagement. The Company's Human Resources is
commensurate with the size, nature and operations of the Company. The overall industrial relations in
the Company have been cordial.
Following is details of number of employees in Company as on closure of financial year:
|
Sr. No.
|
Category
|
Number of Employees
|
|
1.
|
Male
|
9
|
|
2.
|
Female
|
2
|
|
3.
|
Transgender
|
0
|
The requisite details under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 form part of ‘Annexure II ' to this Report
36. Corporate Governance Report, and Management Discussion and Analysis Report.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulations'), the Corporate Governance Report, and Management Discussion and Analysis Report
along with the Certificate received from M/s. Shah Patel & Associates, Practising Company Secretaries,
confirming compliance with corporate governance requirements as per SEBI Listing Regulations are
annexed as ‘Annexure III' and ‘Annexure IV' respectively to this Report.
37. Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013.
a) The Company's goal has always been to create an open and safe workplace for every employee
to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute
to the best of their abilities. In line to make the workplace a safe environment, the Company has set
up a policy on prevention of sexual harassment in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH
Act”). Further, the Company has complied with the provisions under the PoSH Act relating to the
framing of an anti-sexual harassment policy and the constitution of an Internal Committee.
The Company has not received any complaints of workplace complaints, including complaints on
sexual harassment during the year under review or the following is a summary of complaints
received and resolved during the reporting period:
|
Sl. No
|
Nature of Complaints
|
Received
|
Disposed Off
|
Pending
|
|
1.
|
Sexual Harassment
|
0
|
0
|
0
|
|
2.
|
Workplace Discrimination
|
0
|
0
|
0
|
|
3.
|
Child Labour
|
0
|
0
|
0
|
|
4.
|
Forced Labour
|
0
|
0
|
0
|
|
5.
|
Wages and Salary
|
0
|
0
|
0
|
|
6.
|
Other HR Issues
|
0
|
0
|
0
|
b) The disclosures regarding Sexual Harassment at workplace form a part of Corporate Governance
Report.
38. Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961.
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961.
All eligible women employees have been extended the statutory benefits prescribed under the Act,
including paid maternity leave, continuity of salary and service during the leave period, and postmaternity
support such as nursing breaks and flexible return-to-work options, as applicable. The Company
remains committed to fostering an inclusive and supportive work environment that upholds the rights
and welfare of its women employees in accordance with applicable laws.
39. Appointment Of Designated Person (Management and Administration) Rules 2014 - Rule 9
of the Companies Act 2013.
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration)
Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance
with statutory obligations.
The company has proposed and appointed a Designated person in a Board meeting held on 27th May,
2024 and the same has been reported in Annual Return of the company.
40. Audit Trail Applicability (Audit and Auditors) Rules 2014 - Rule 11 of the Companies Act 2013.
The Company has used accounting software for maintaining its books of account for the financial year
ended March 31, 2026, which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023,
reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit
trail as per the statutory requirements for record retention is applicable for the financial year ended
March 31, 2026.
41. General Disclosure.
During the Financial Year under review:
(i) the Company's securities were not suspended.
(ii) the Company has not issued Equity Shares with differential rights as to dividend, voting or otherwise,
pursuant to the provisions of Section 43 of the Act and Rules made thereunder.
(iii) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act
and Rules made thereunder.
(iv) the Company has not issued any Sweat Equity Shares to its Directors or employees.
(v) the Company has not failed to implement any corporate action.
(vi) the Company has not made any provisions of money or has not provided any loan to the employees
of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67
of the Act and Rules made thereunder.
(vii) there was no revision of financial statements and Board's Report of the Company.
(viii) no application has been made under the Insolvency and Bankruptcy Code, hence, the requirement
to disclose the details of application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
Financial Year is not applicable.
(ix) the requirement to disclose the details of difference between amount of the valuation done at the
time of onetime settlement and the valuation done, while taking loan from the Banks or Financial
Institutions along with the reasons thereof, is not applicable.
42. Acknowledgments.
Your Directors wish to place on record its appreciation to the Staff, Executives, Company's Bankers,
Auditors and Government Authorities for their co-operation, guidance and support.
For & on behalf of the Board
Dhoot Industrial Finance Limited
Sd/-
Place: Mumbai Rajgopal Dhoot
Date: 20/05/2026 Chairman
|