Dear Members
Your Board of Directors ("Board") has immense pleasure in
presenting its 42nd (Forty Second) Annual Report on business and operations of Umiya
Buildcon Limited (Formerly MRO-TEK Realty Limited) (‘the Company' or
‘Umiya'), along with Audited Financial Statements and the Auditors' Report
thereon for the financial year (FY) ended March 31,2026.
1. FINANCIAL REVIEW:
In compliance with the provisions of the Companies Act, 2013
("Act"), and SEBI (Listing Obligations and Disclosure Requirements)Regulations,
2015, as amended from time to time ("Listing Regulations"), the Company has
prepared its Standalone Financial Statements and Consolidated Financial Statements as
per Indian Accounting Standards (Ind AS) for the FY 2025-26.
The financial highlights of the Company's operations are as
follows:
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Revenue from operations |
5,419.66 |
4857.72 |
7236.51 |
4,860.78 |
| (-) Cost of goods/services sold |
2,058.25 |
1663.45 |
2411.39 |
1544.62 |
| Net Revenue from Operations |
3,361.41 |
3194.27 |
4825.12 |
3,316.16 |
| (-) Employee benefits, Administration and Selling Expenses |
1,996.99 |
1393.12 |
2229.97 |
1422.02 |
| Other Income |
5,189.75 |
376.64 |
2229.98 |
276.43 |
| EBITDA |
6,554.17 |
2177.79 |
6937.51 |
2,170.57 |
| (-) Depreciation and Amortization |
324.15 |
307.91 |
345.20 |
310.40 |
| EBIT |
6,230.02 |
1869.88 |
6592.31 |
1,860.17 |
| (-) Interest and other Finance Costs |
1,101.03 |
1,110.29 |
1101.77 |
1,110.31 |
| Profit /(Loss) before Tax from Continuing Operations |
5,128.99 |
759.59 |
5490.54 |
749.86 |
| Profit /(Loss) from Discontinued operations |
- |
(7.92) |
- |
(7.92) |
| Profit /(Loss) before Tax |
5,128.99 |
751.67 |
5490.54 |
741.94 |
| (-) Total Tax Expenses |
935.6 |
153.96 |
1271.08 |
158.00 |
| Profit / (Loss) after Taxation (PAT) |
4,193.39 |
597.71 |
4219.46 |
583.94 |
| Other Comprehensive Income |
(12.73) |
(6.62) |
(12.73) |
(6.62) |
| Net Income |
4,180.66 |
591.09 |
4206.73 |
577.32 |
A detailed performance analysis on various segments, business and
operations is provided in the Management Discussion and Analysis segment which is annexed
to this report.
Your Company's financial statements for the financial year ended
March 31,2026 are prepared in accordance with Ind AS notified under the Companies (Indian
Accounting Standards) Rules, 2015 including amendments Rules, 2018. Accordingly, numbers
for all the comparative periods have been restated.
A. PERFORMANCE OVERVIEW:
PERFORMANCE: (Consolidated)
This year the Company's net profit from operations increased to
Rs.1,444.39 Lakhs as against Rs.577.32 Lakhs in the previous financial year 2024-25. This
is an increase of Rs.867.07 Lakhs or a 250% jump in the net profit. The Company also
earned a profit of Rs.2,762.34 Lakhs from the sale of its property at Electronic City.
Hence the consolidated profit for the year 2025-2026 is Rs.4,206.73 Lakhs.
The brief review of the financials is as follows:
> The revenue from operations from each Business unit wise has been
tabulated below:
| Business unit wise |
2025-26 |
2024-25 |
Increase/
(Decrease) |
| Product |
3,267.28 |
1,820.04 |
1447.24 |
| Solutions |
1,243.90 |
1,441.11 |
(167.21) |
| Real Estate |
2,725.33 |
1,599.63 |
1125.70 |
| Revenue from Continuing Operations |
7,236.51 |
4,860.78 |
2375.73 |
| Revenue from Discontinued Operation (EMS) |
- |
16.06 |
(16.06) |
| Total Revenue from Continuing and Discontinued Operations |
7,236.51 |
4,876.84 |
4765.4 |
> The Company's consolidated revenue from Product segment
increased from Rs. 1,820.04 Lakhs (Previous year 2024-25) to Rs. 3267.28 Lakhs during the
financial year 2025-26. The significant increase of Rs. 1447.24 Lakhs was achieved by
enhancing the product portfolio by way of introduction of new model Switches / routers,
Innovation and R&D efforts, by incorporating higher local Content and ensuring Govt
Compliance/certifications in the products thereby leveraging Make in India policy of
theGovernment and regulation on National Security Directive on the Telecommunication
Sector (NSDTS)
> The total revenue generated from the Solutions Business Segment
decreased from Rs. 1,441.11 lakhs in FY 2024-25 to Rs. 1,243.90 lakhs in FY 2025-26. The
decrease in revenue of Rs. 197.21 lakhs were primarily attributable to projects being in
the renewal and contract renegotiation stage during the year.
> The Company managed to increase revenue from Real Estate Segment
from Rs. 1,559.63 Lakhs (Previous year 2024-25) to Rs.2725.33 Lakhs during the financial
year 2025-26.The increase in revenue during FY 2025-26 was primarily attributable to the
sale of land amounting to Rs. 1,000 lakhs, while the remaining growth was driven by higher
lease rental income.
> During FY 2025-26, the Company received all requisite approvals,
including RERA approval, and commenced construction of its project "Umiya
Bricklane" at Candolim, Goa, which has received an encouraging market response,
evidenced by initial customer booking advances. The associated firm Umiya Buildtek
launched "Umiya Prism" on Cunningham Road, Bengaluru, an ultra-luxury boutique
residential project in the Central Business District (CBD). The project has received RERA
approval, and initial development activities are underway.
> The consolidated turnover stood at Rs.7236.51 Lakhs as against
Rs.4860.78 Lakhs as compared to previous financial year. Details on segmental revenue and
performance are furnished inNote no. 38 on Supplementary Notes to Accounts
> The consolidated EBITDA for the financial year 2025-26 is Rs.
6937.51 Lakhsas against EBITDA for the previous year 2024-25of Rs 2170.57 lakhs.
> The increase in interest expense was due to additional borrowings
and change in interest rate resulting in addition expenditure of Rs. 219.13 lakhs as
compared to corresponding previous year.
> The consolidated profit/(Loss) for the year under review was Rs.
4,206.73 lakhs. This includes a profit of Rs. 2,762.34 lakhs from the sale of the
Electronic City property. The Company's operational performance also improved
significantly, with net profit from operations increased to Rs. 1,444.39 lakhs from Rs.
577.32 lakhs corresponding previous financial year 2024-25
> The consolidated net worth increased to Rs.11,496.15 Lakhs as at
31 st March 2026 as compared to Rs. 7492.61 Lakhs as on 31stMarch 2025 and net worth of
the company is increased from Rs 7535.76lacs to Rs. 11,716.43 lacs during the year
2025-26.
> During the year under review, the Company recorded a substantial
growth of approximately 80% in product billings, reflecting strong performance and market
acceptance of newly introduced products. The Project Operations segment continued to
deliver consistent revenue streams, further bolstered by the addition of a new project at
Pondicherry P-SWAN. The Company successfully obtained telecom regulatory clearances for
all its products and has deepened its investment in Research & Development to enhance
in-house capabilities
> The Company's teams across Sales, Product Engineering,
Factory Operations, Product Services, Solutions, Projects, Finance, Logistics, Exim, HR,
IT, and Administration have demonstrated resilience, innovation, and dedication throughout
the year, which has been instrumental in achieving business milestones.
The Board acknowledges the leadership and direction provided by the
Chairman & Managing Director, Mr.
Aniruddha Mehta, which have contributed to the Company's progress.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements of the Company and its subsidiary for
FY 2025-26 are prepared in compliance with the applicable provisions of the Act and as
stipulated under Regulation 33 of the SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the Companies (Indian Accounting
Standards) Rules, 2015. The audited consolidated financial statements together with the
Independent Auditor's Report thereon forms part of this Annual Report. Pursuant to
Section 129(3) of the Act, a statement containing the salient features of the Financial
Statements of the subsidiary companies in Form AOC-1 forms part of this report as Annexure
-A.
Further, pursuant to the provisions of Section 136 of the Act, the
Company will make available the said financial statements of the subsidiary company upon a
request by any Member of the Company. These financial
statements of the Company and the subsidiary company will also be
available for inspection to the Members the through electronic mode. The Members desiring
financial statements of the Company,the Consolidated financial statements along with other
relevant documents and the financial statements of the subsidiary company, may send their
request in writing to the Company at cs@mro-tek.comand the same would also beavailable on
the Company's website URL:www.mro-tek.com/pdf/Financial results outcome 27.4.26.pdf
2. SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118 of theAct, the Company has
complied with the applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and notified by the Ministry of Corporate
Affairs (MCA).
3. DIVIDEND:
In order to support the Company's growth plans and strengthen its
financial position, your Board regrets its inability to recommend any dividend for the
financial year under review. However, efforts will be infused to bring the Company back to
dividend track before long.
4. TRANSFER TO RESERVES:
Your board has not recommended to transfer any amount to the general
reserve
5. SUBSIDIARY COMPANIES/FIRMS:
The Company has one direct Wholly Owned Subsidiary (WOS) MRO-TEK
Private Limited as at March 31, 2026, as disclosed in the accounts.
Further investment in WOS: The Company invested an amount of Rs.
80,00,000 in its wholly owned subsidiary. There has been no material change in the nature
of the business of the subsidiary company.
6. CHANGE IN NATURE OF BUSINESS:
During the year under review, there were no changes in the nature of
business as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.
7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There are no material changes and commitments between the end of the
financial year and the date of the Report, which affect the financial position of the
Company.
8. SHARE CAPITAL:
During the year under review, there has been no change in the
Authorised Share Capital and Paid-up Share Capital of the Company.
The Authorised Share Capital of Rs. 15,00,00,000/- (Rupees Fifteen
Crores Only) is divided into 3,00,00,000 (Three Crores) Equity Share of Rs. 5/- (Rupees
Five only) each and Paid-up Share Capital of the Company is Rs. 9,34,23,010/ - (Rupees
Nine Crores Thirty-Four LakhsTwenty-Three Thousand and Ten only) divided into 1,86,84,602
(One Crore Eighty-SixLakh Eighty-FourThousand Six Hundred and Two) Equity Shares of Rs.
5/- (Rupees Five only) each.
Disclosure regarding Issue of Equity Shares with Differential Voting
Rights
During the financial year under review, the Company has not issued
Shares with Differential Voting Rights.
Disclosure regarding issue of Employee Stock Options
During the financial year under review, the Company has not issued
Shares under Employee Stock Options. Disclosure regarding issue of Sweat Equity Shares
During the financial year under review, the Company has not issued
Sweat Equity Shares.
9. DEPOSITS:
The Company has not accepted deposits from the public/ members under
Section 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014,
during the year under review. Accordingly, the disclosures under Rule 8 (5) of the
Companies (Accounts) Rules, 2014 in this regard are not applicable.
10. DIRECTORS AND KEY MANAGERIAL PERSONNELS (KMPs):
a) Director retiring by rotation
In accordance with the provisions of Section 152 of the Act and
Articles of Association of the Company, Mrs. Gauri Mehta (Holding DIN: 00720443), retires
by rotation at the forthcoming Annual General Meeting and being eligible, offers herself
for re-appointment. Resolutions seeking Shareholders' approval for their re-appointment
forms part of the Notice.
b) Cessation of Office of Directorship
There is no change in directorship of the Company for the year ended
31.03.2026.
c) Appointment of Directors and KMPs
# Mrs. Neela Manjunath's first term as Independent Director ends on
30th September 2026. She will be proposed to be reappointed as an Independent Director for
the second term at the ensuing Annual General Meeting to be held for the Financial Year
ended March 31,2026.
# Mr. H S Venkatesh,was re-appointed as an Independent Director with
effect from June 15, 2025 up to June 14, 2030.
# Ms. Nicola Neeladri,was re-appointed as an Independent Director with
effect from June 15, 2025 up to June 14, 2030.
d) Declaration of Independence
Pursuant to the provisions of Section 149 of the Act, the Independent
Directors have submitted their declarations that each one of them meets the criteria of
independence as provided under the provisions of Section 149(6) of the Act along with
Rules framed thereunder under Regulations 16(1) (b) and 25 of the Listing Regulations.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees, commission, if any, and reimbursement of expenses incurred by them for the purpose
of attending Meetings of the Board/ Committees of the Company.
e) Board Diversity
The Company believes that building a diverse and inclusive culture is
integral to its success. The Company has evaluated the Policy with a purpose to ensure
adequate diversity in its Board of Directors,
which enables them to function efficiently and foster differentiated
thought processes at the back of varied industrial and management expertise. The Board
recognizes the importance of diverse composition and has therefore adopted a Board
Diversity Policy. The Policy is made available on the Company's website at
https://www.mro-tek.com/pdf/BoardDiversitvPolicv.pdf.
11. Annual Board evaluation and Familiarisation Programme for Board
Members.
The Board of Directors and the Nomination and Remuneration Committee
had carried out an annual evaluation of its own performance, the Board,the Committees and
Individual Directors pursuant to the provisions of the Act and Listing Regulations on
20thJanuary, 2026. The performance as a whole 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.
In a separate Meeting of Independent Directors, performance of
Non-Independent Directors, the Board as a whole and the Chairman of the Company was
evaluated, taking into account the views of Executive Directors and Non-Executive
Directors.
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, in terms of 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 all the Directors, excluding the Independent Director being evaluated.
A note on the FamiliarisationProgramme adopted by the Company for
orientation and training of the Directors and the Board evaluation process undertaken in
compliance with the provisions of the Act, and the Listing Regulations is referred
herewith is made available at Company's official website athttps://www.mro-tek.com/
pdf/Fimiliarization Programme 2025 26.pdf
12. Policy on Directors' Appointment and Remuneration
In compliance with the provisions of Section 178(3) Act and Regulation
19 of the Listing Regulations, the Board, on the recommendation of Nomination and
Remuneration Committee has approved the Policy for selection andappointment of Directors.
The aforesaid Policy provides a framework to ensure that suitable and efficient succession
plans are in place for appointment of Directors on the Board. The Policy also provides for
selection criteria for appointment of Directors. The Policy on remuneration can be
accessed at the official website of the Company athttps://www.mro-tek.com/files/MRO-TEK
Nomination and Remuneration Policy.pdf
13. COMPOSITION OF AUDIT COMMITTEE:
As on the financial year ended March 31,2026, the Audit Committee of
the Company consisted of three Members and all of them have financial and accounting
knowledge. The Board has accepted all the recommendations made by the Audit Committee
during the year under review.
AUDIT COMMITTEE
| S NO. NAME/Messrs |
DIN |
DESIGNATION |
| 1. H S VENKATESH |
01776040 |
CHAIRMAN |
| 2. NEELA MANJUNATH |
06981005 |
MEMBER |
| 3. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
14. NOMINATION AND REMUNERATION COMMITTEE POLICY:
As on the financial year ended March 31,2026, the Nomination and
Remuneration Committee of the Company consisted of three Members. The Board has, on the
recommendation of Nomination and Remuneration Committee framed a Policy for selection and
appointment of Directors, Senior Management and for other employees and their
remuneration. The same has been disclosed on the website at www.mro-tek.com/files/
Nomination_and_Remuneration_Policy.pdf. The composition, criteria for selection of
Directors and the terms of reference of the Nomination and Remuneration Committee is
stated in the Corporate Governance Report.
NOMINATION AND REMUNERATION COMMITTEE
| S NO. NAME/Messrs |
DIN |
DESIGNATION |
| 1. NEELA MANJUNATH |
06981005 |
CHAIRPERSON |
| 2. NICOLA NEELADRI |
01997936 |
MEMBER |
| 3. GAURI ANIRUDDHA MEHTA |
00720443 |
MEMBER |
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, the Board of Directors, to the
best of its knowledge and ability, confirm that:
a) In the preparation of the accounts for the financial year ended
March 31,2026, the applicable Accounting Standards have been followed and there are no
material departures from the same;
b) The Directors had selected such Accounting Policies and applied them
consistently, and made judgments and estimates that were reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at March 31,2026;
c) The Directors had 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;
d) The Directors had prepared Annual Accounts of the Company on a
‘going concern' basis;
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; and
f) The Directors had devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems were adequate and operating
effectively.
16. NUMBER OF MEETINGS OF THE BOARD
The Meetings of the Board were held at regular intervals with a time
gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the
Board of Directors were held when necessary.
Six (6) Meetings of the Board were held during the financial year under
review on the following dates: April 29, 2025; July 08, 2025; September 01,2025; October
15, 2025; November 13, 2025; January 20, 2026. For details of Meetings of the Board,
please refer to the Corporate Governance Report, which forms part of this Report as Annexure
- II.
The Agenda of the Meeting is circulated to the Directors in advance.
Minutes of the Meetings of the Board of Directors are circulated amongst the Members of
the Board for their perusal.
17. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company continued to maintain, high standards of Internal Control
designed to provide adequate assurance on the efficiency of operations and security of its
assets. The adequacy and effectiveness of the Internal Control across various activities,
as well as compliance with laid-down Systems and Policies are comprehensively and
frequently monitored by your Company's Management at all levels of the organization.
The Audit Committee, which meets at least four times a year, actively
reviews internal control systems as well as financial disclosures, statutory compliances
with adequate participation, inputs from the Statutory, Internal and Secretarial Auditors.
During the financial year, such controls were assessed and no
reportable material weaknesses in the design or operation were observed. Accordingly, the
Board is of the opinion that the Company's Internal Financial Controls were adequate
and effective during financial year 2025-26.
18. AUDIT AND AUDITORS:
(a) Statutory Auditors -
Messrs K. S. Aiyar and Co, were re-appointed as Statutory Auditors of
the Company at the 37th Annual General Meeting of the Company held on September 30, 2021to
hold office for a period of Five (5) consecutive years, from the conclusion of the 37th
AGM until the conclusion of 42nd AGM to be held in the calendar year 2026.
The term of the existing Statutory Auditors will conclude at the
ensuing 42nd Annual General Meeting. The Board of Directors, based on the recommendation
of the Audit Committee, has proposed the appointment of Messrs. Ishwar & Gopal,
Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5)
consecutive years from the conclusion of the 42nd Annual General Meeting till the
conclusion of the 47th Annual General Meeting, subject to approval of the Members of the
Company.
The Board has duly reviewed the Statutory Auditors' Report to the
Financial Statements, which is selfexplanatory. Clarifications, wherever necessary, have
been included in the notes to the Financial Statements section of the Annual Report. The
Auditors'Report for the FY 2025-26 does not contain any qualification, reservation or
adverse remark for the year under review. The Auditor's Report is enclosed with the
Financial Statements in this Annual Report.
(b) Secretarial Auditors and Secretarial Audit Report -
Pursuant to the provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board has
appointed Mr. Parameshwar G Bhat, Practising Company Secretary, as its Secretarial Auditor
to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the FY
2025-26 is annexed as Annexure - I and forms part of this Report. The Report does
not contain any qualification, reservation, disclaimer or adverse remark for the year
under review.
(c) Details of frauds reported by the Auditors-
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors have reported to the Audit Committee, any instances of fraud
committed against the Company by its officers or employees, the details of which would
need to be mentioned in the Board's Report.
(d) Internal Auditors -
The Board had appointed Messrs Ishwar and Gopal, Chartered Accountants,
Bangalore as the Internal Auditors of the Company to conduct the audit on basis of a
detailed internal audit plan which is reviewed each year in consultation with the Internal
Audit Team and the Audit Committee. On a quarterly basis also, Internal Auditors give
presentations and provide a report to the Audit Committee of the Company.
(e) Cost Audit-
Maintenance of cost records as specified by the Central Government
pursuant to Section 148(1) of the Act, is not required by the Company and accordingly,
such accounts and records are not made and maintained.
19. RELATED PARTIES TRANSACTIONS:
All Related Party Transactions which were entered into, during the
financial year were on an arm's length basis and in the ordinary course of business.
In compliance with the said regulation, shareholders' approval for the material
transactions with Umiya Builders and Developers and Umiya Buildtek were duly obtained in
the previous AGM held on 24th September 2025. Prior omnibus approval from the Audit
Committee is obtained for transactions which are repetitive in nature. Further,
disclosures are made to the Audit Committee on a quarterly basis. Pursuant to Regulation
23(9) of the Listing Regulations, your Company has filed the reports on related party
transactions with the Stock Exchanges.
The information on transactions with related parties pursuant to
Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014
are given in Annexure - B in Form AOC-2 and the same forms part of this report.
The Company has adopted a Policy for dealing with Related Party T
ransactions and is made available on the Company's website at
https://www.mrotek.com/files/Related Party Transaction 08th Aug 2023.pdf
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO UNDER SECTION 134(3)(M) OF THE ACT:
(a) Conservation of Energy:
(i) The Steps taken or impact on conservation of energy
The Company is certified under ISO 9001:2015 (Quality Management
System) and ISO 14001:2015 (Environmental Management System), reflecting its commitment to
quality and environmental sustainability. The Company continues to undertake measures for
conservation of energy through optimum utilisation of natural lighting and ventilation,
efficient use of electrical equipment, and minimisation of energy wastage. Electronic
waste is managed and recycled in compliance with the applicable E-Waste (Management)
Rules. Further, the Company's manufacturing processes comply with the RoHS
(Restriction of Hazardous Substances) directives, thereby promoting environmentally
responsible manufacturing practices.
(ii) Steps taken for utilising alternate sources of energy
During the year under review, the Company has not adopted any alternate
sources of energy. However, it continues to explore feasible opportunities for adopting
sustainable and energy- efficient practices, wherever commercially viable.
(i) The capital investment on energy conservation equipments
The Company did not make any capital investment on energy conservation
equipment during the financial year 2025-26.
(b) Technology Absorption:
i) The efforts made towards technology absorption the benefits derived
like product improvement, cost reduction, product development or import substitution;
The Company continued to strengthen its technological capabilities
through focused research and development initiatives in networking products, information
technology and defence communication solutions. During the year under review, the Product
Development and Research & Development team continued its efforts towards the
development and enhancement of the Company's indigenous 1G Ethernet Switch. The
firmware, developed in-house by the Company's engineers, was successfully tested, and
significant progress was made towards hardware development with procurement of the
required Hardware Bill of Materials. The product is being developed with Class-I Local
Content (over 60%), in line with the Government of India's Aatma nirbhar Bharat
initiative, thereby promoting indigenous design and manufacturing.
The Company also continued the development of its TDM/IP device for
defence applications. In addition, the Software Development team enhanced the
Company's Network Management Platform by developing and implementing new features and
modules to improve network monitoring, management and operational efficiency. These
enhancements were successfully tested and deployed for ongoing customer projects.
The in-house technical and commercial teams continued their efforts
towards technology absorption through indigenisation of technology and components, value
engineering, and continuous product improvement, resulting in enhanced product
capabilities, improved operational efficiencies and reduced dependence on imported
technologies.
The Company has not imported any technology during the last three
financial years. Accordingly, the disclosures relating to technology absorption of
imported technology are not applicable.The in-house technical and commercial teams
consistently engage themselves in their endeavor to indigenize technology and components,
as well as implementation of value-engineering and cost-saving methods.
During the financial year,an expenditure of Rs. 40.67 lakhs were
incurred towards Research and Development.
(c) Foreign Exchange Earnings and Outgo:
Full details of foreign exchange earnings and expenditure are furnished
in Financial statements under Para (a) of Note no. 41 of "Notes to accounts and other
explanatory information".
(i) CAPITAL EXPENDITURE:
As on March 31,2026, the gross tangible and intangible assets stood at
Rs. 1012.32 Lakhs and the net tangible and intangible assets at Rs. 655.63 Lakhs.
Additions during the financial year amounted to Rs. 81.39 Lakhs and deletions during the
financial year amounted to Rs. 606.09 Lakhs. In addition to this, as on March, 31,2026,
the gross tangible investment assets stood at Rs. 11545.80 Lakhs and the net tangible
investment assets at Rs. 10710.28 Lakhs.
(ii) RISK MANAGEMENT POLICY:
The Company reviewed risk and laid down a Risk Management Mechanism
covering the risk mapping and trending analysis, risk exposure, potential impact and risk
mitigating process. A detailed exercise
is being carried out to identify, evaluate, manage and monitor and
non-business risk. The Audit Committee and the Board periodically review the risks and
suggest steps to be taken to manage/ mitigate the same.
The Company has formulated a Risk Management Policy and has in place a
mechanism to inform the Board about risk assessment and minimization procedures and
periodical review to ensure that executive Management controls risk by means of a properly
designed framework. The Policy details are available on the website of the Company at
https://www.mro-tek.com/pdf/MRO-TEK- Risk Management Policy.pdf
(iii) CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is committed to fostering sustainable societal value,
guided by a clear vision to empower individuals and create a positive impact at a broader
community level. It firmly believes that inclusive growth and responsible corporate
citizenship are essential components of long-term success and enduring stakeholder value.
During the financial year 2025-26, based on the financial results, the
provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility have become applicable to the Company, as its net profit has exceeded the
prescribed threshold of 1 5 crore
The Company further noted that based on the computation of average net
profits of the Company for the immediately preceding three financial years in accordance
with Section 198 of the Companies Act, 2013, the average net profits result in Nil.
Accordingly, the Company is not required to incur any CSR expenditure during the financial
year 2025-26.
The Company had already adopted a CSR Policy, as formulated and
recommended by the CSR Committee, and is available on the Company's website
athttps://www.mro-tek.com/files/CSRPolicv.pdf. which outlines its commitment and approach
towards contributing to the community and social development.
(iv) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY
OPERATIONS IN FUTURE:
There were no significant and material orders passed by the Regulators,
Courts or T ribunals that would impact the going concern status of the Company's
operation in the future.
(v) INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassmentat the workplace
and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment
atthe workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The
Policy aims to promote a healthy work environment and to provide protection to employees
at the workplace and redress complaints of sexual harassment and related matters thereto.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this Policy. Details of the same, including the details of the
complaints received are provided in the Report on Corporate Governance, which forms part
of this Report.
Following is the summary of sexual harassment complaints received and
disposed off during the financial year 2025-26:
No. of complaints received: NIL
No. of complaints disposed off: NIL
No. of cases pending for more than ninety days: NIL
(vi) STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961:
The Company has made all the compliance of the provisions relating to
the Maternity Benefit Act, 1961 during the year.
(vii) VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
In compliance with Section 177(9) of the Act, and Regulation 22 of the
Listing Regulations, the Company has a Whistle Blower Policy and has established the
necessary Vigil Mechanism for Directors and employees in confirmation with the above laws,
to report concerns about unethical behavior. The details of the Policy have been disclosed
in the Corporate Governance Report, which is a part of this report and is also available
on the website of the Company at https://www.mro- tek.com/files/Whistle Blower Policy.pdf
(viii) MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the financial year under review, is presented in a
separate section, forming part of the Annual Report.
(ix) CORPORATE GOVERNANCE:
As required under the Act, your Company has taken adequate steps to
adhere to all the stipulations laid down under Regulation 34 read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed report
on Corporate Governance, pursuant to the requirements of Regulation 34 of the Listing
Regulations, forms part of the Annual Report as Annexure -II.
A Certificate from Mr. Parameshwar G Bhat, Practising Company
Secretary, Bangalore, confirming compliance to conditions of Corporate Governance, as
stipulated under the Listing Regulations, is annexed to the Corporate Governance Report. A
statement containing additional information as required under Clause IV of Section II of
Part II of Schedule V of the Act, is provided in the Report on Corporate Governance, which
forms part of this Annual Report.
(x) ANNUAL RETURN:
Pursuant to Section 92 of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return is available on the website
of the Company on the following link:https:/ /www.mro-tek.com/pdf/AC0117272 MGT-7 Final
sd.pdf
(xi) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details relating to loans, corporate guarantees and investments covered
under Section 186 of the Act, forms part of the notes to the Financial Statements provided
in this Annual Report.
(xii) CODE OF CONDUCT:
The Company has laid down a Code of Conduct for the Directors as well
as for all Senior Management of the Company in the following link:
https://www.mro-tek.com/files/ Code_of_Conduct_MRO-TEK.pdf. In terms of Regulation 26(3)
of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 as amended from
time to time, all the Members of the Board and Senior Management Personnel have affirmed
compliance with the Code of Conduct of the Board of Directors and Senior Management for
the FY 2025-26. As prescribed under Regulation 17 of the Listing Regulations, a
declaration signed by the Managing Director affirming compliance with the Code of Conduct
by the Directors and Senior Management Personnel of the Company for the financial year
2025-26 forms part of the Corporate Governance Report.
(xiii) PARTICULARS OF EMPLOYEES:
The disclosure pursuant to the provisions of Section 197(12) of the
Act, read with Rule 5of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure -IV and forms part of this Report.
There are no employees receiving remuneration more than Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees
Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is not required to be circulated to the Members and is not attached to the Annual
Report.
There are no employees posted and working in a country outside India,
not being Directors or relatives, drawing more than Rs. 1,02,00,000/- (Rupees One Crore
Two Lakhs only) per financial year or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand
only) per month as the case may be. Therefore, statement/disclosure pursuant to Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not
required to be circulated to the Members and is not attached to the Annual Report.
(xiv) LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing fees for the
financial year 2025-26 to National Stock Exchange of India Limited and BSE Limited where
the Company's Shares are listed.
(xv) HUMAN RESOURCES MANAGEMENT:
Professionals are the most important assets. The Company is committed
to hiring and retaining the best talent and being among the industry's leading
employers. For this, your Company is focused on promoting a collaborative, transparent and
participative organization culture, and rewarding individual contribution and innovation.
The focus on Human Resources Management is to enable the employees to navigate their next,
not just for clients, but also for themselves.
(xvi) INDUSTRIAL RELATIONS:
Industrial relations have been cordial and constructive, which have
helped your Company to achieve production targets.
(xvii) AWARDS AND RECOGNITIONS:
During the financial year under review, the Company was conferred with
various awards and recognitions, the details of which are provided in a separate section
of the Annual Report.
(xviii) DISCLOSURE REQUIREMENTS:
The Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India from time to time and that such systems are adequate and operating
effectively.
(xix) INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)
There was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.
(xx) OPINION OF BOARD ON INTEGRITY, EXPERTISE & EXPERIENCE
OFINDEPENDENT DIRECTORS
In the opinion of the Board, the Independent Directors
appointed/re-appointed during the year possess requisite integrity, expertise, experience
and proficiency required to effectively discharge their duties as Independent Directors of
the Company.
(xxi) ONE TIME SETTLEMENT (OTS) VALUATION DIFFERENCE
During the year under review, no one-time settlement was entered into
with any Bank or Financial Institution and hence disclosure relating to difference in
valuation does not arise.
(xxii) NUMBER OF EMPLOYEES:
The number of employees as on March 31,2026 are as under:
• Male Employees: 68
• Female Employees: 6
• T ransgender Employees: 0
(xxiii) IEPF APPLICABILITY
During the year under review, there were no amounts required to be
transferred to the Investor Education and Protection Fund (IEPF).
(xxiv) RECEIPT OF COMMISSION BY MD/WTD
During the year under review, the Managing Director of the Company did
not receive any commission from the Holding Company or Subsidiary Company.
(xxv) FAILURE TO IMPLEMENT CORPORATE ACTION
During the year under review, there was no failure in implementation of
any corporate action.
(xxvi) CREDIT RATING
The Company has not obtained any credit rating during the year under
review.
(xxvii) ACKNOWLEDGEMENTS:
The Directors thank all the vendors, customers, investors, and other
partners for their sincere support.
The Directors also take this opportunity to thank all Stakeholders,
Government, Non-Government Agencies, Regulators and Stock Exchanges for their continued
support.
Very importantly, the Board places on record it deep appreciation for
the uniform and dedicated services rendered by the employees at all levels.
(xxviii) CAUTIONARY STATEMENT:
The Board's Report and Management Discussion and Analysis may
contain certain statements describing the Company's objectives, expectations or
forecasts that appear to be forward looking within the meaning of applicable securities
laws and regulations while actual outcomes may differ materially from what is expressed
herein.
The Company is not obliged to update any such forward-looking
statements. Some important factors that could influence the Company's operations
include global and domestic economic developments, competitor's behaviour, changes in
Government Regulations, Tax laws and litigations.
|
For and on behalf of Board of Directors of |
|
Umiya Buildcon Limited (Formerly known as MRO-TEK Realty
Limited) |
|
Aniruddha Bhanuprasad Mehta |
|
Chairman & Managing Director |
|
DIN:00720504 |
|
Address: # 06, New BEL Road, |
| Place: Bengaluru |
Chikkamaranahalli, |
| Date: 27-04-2026 |
Bangalore 560054 |
|