To
The Members of
Brisk Technovision Limited
The Board of Directors (hereinafter referred to as 'the Board')
are pleased to present the Nineteenth (19th) Annual Report, on the business and operations
of Brisk Technovision Limited ('the Company/Brisk') along with the Audited
Financial Statements and Auditors' reports thereon for the financial year ('FY')
ended March 31, 2026 ('year under review').
1. Financial Results:
|
Standalone Financial Results
|
Particulars |
For the Financial Year Ended March 31,
2026 |
For the Financial Year Ended March 31,
2025 |
| Total Revenue |
3028.93 |
2993.40 |
| Total Expenses |
2894.62 |
2865.36 |
| Exceptional Items |
- |
- |
Profit/(Loss) before Tax |
134.31 |
128.04 |
Provision for: |
|
|
| a. Current Tax |
38.76 |
34.89 |
| b. Deferred Tax |
(5.33) |
(3.58) |
| c. Short/(Excess) Provision for earlier years |
(0.72) |
(0.04) |
Profit/(Loss) after Tax |
101.60 |
96.77 |
Earning per equity shares of ^ 10 each
(Basic and diluted) |
5.08 |
4.84 |
2. Dividend:
(a) Final Dividend for the year ended March 31, 2025:
The Company declared and paid a Final Dividend of ^ 1.60 (Indian Rupee
Two) per Equity Share on 20,00,000 fully paid-up Equity Shares of ^ 10 (Indian Rupees Ten)
each, aggregating to a payout of approximately ^ 32,00,000 (Indian Rupees Thirty-Two
Lakhs) (Excluding Dividend Distribution Tax), at the Annual General Meeting held on
September 25, 2025.
(b) Interim Dividend paid during the year under review:
The Board of Directors at its meeting held on February 13, 2026,
declared and paid an Interim Dividend of ^ 1.40 (Indian Rupees One and Forty Paisa) per
Equity Share on 20,00,000 fully paid-up Equity Shares of ^ 10 each, aggregating to a
payout of approximately ^ 28,00,000 (Indian Rupees Twenty-Eight Lakhs) (Excluding Dividend
Distribution Tax).
(c) Proposed Final Dividend for the year ended March 31, 2026:
The Board has recommended a Final Dividend of ^2.00 (Rupees Two Rupees)
per Equity Share on 20,00,000 fully paid-up Equity Shares of ^10 each, amounting to
approximately ^ 40,00,000 (Rupees Forty Lakhs), excluding dividend distribution tax. The
dividend, subject to approval of the members at the ensuing Annual General Meeting, will
be payable to Shareholders whose names appear in the Register of Members as on the Record
Date.
Further during the year under review, the Company was not required to
transfer any unpaid or unclaimed dividend to the Investor Education and Protection Fund.
3. Transfer to reserves, if any:
The details of transfer to reserves are provided in Note 3 of
the financial statements for the year under review.
4. Review of Operations:
During the year under review, the Company recorded total revenue of
^3,028.93 lakh, as against ^2993.40 lakh in the previous financial year ended March 31,
2025 ('Previous financial year'), reflecting a growth in the topline performance.
This increase demonstrates the Company's ability to sustain demand for its offerings
despite a competitive business environment.
In addition to strengthening its core operations, the Company has
strategically diversified into newer service segments, notably in Cyber security services.
This marks an important milestone in the Company's growth journey, as it opens up access
to a wider client base and helps reduce dependence on a existing services. The management
believes that such diversification will create multiple revenue streams, mitigate business
risks, and provide a strong platform for sustained growth.
Looking ahead, the Company is focused on becoming more efficient in the
way it operates, making the most of its strengthened team, and tapping into opportunities
across both existing and new business segments. The management believes that the recent
investments in talent, infrastructure, and diversification into new services will not only
strengthen the Company's foundation but also support better performance in the coming
years and create lasting value for shareholders.
5. Change in the nature of business:
There were no changes in the nature of business of the Company during
the year under review.
6. Share Capital:
(i) Authorized Share Capital of the Company:
As on March 31, 2026, the authorized capital of the Company was ^
3,00,00,000 (Indian Rupees Three Crore) comprising of 30,00,000 (Thirty Lakh) equity
Shares of ^ 10/- (Indian Rupees Ten) each.
During the year under review, there was no change in the authorized
share capital of the Company.
(ii) Issued, Subscribed and paid-up share capital:
(a) Buy Back of Securities:
The Company has not bought back any of its securities during the year
under review.
(b) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year
under review.
(c) Bonus Shares:
The Company has not issued any bonus Shares during the year under
review.
(d) Employee Stock Option:
The Company has not granted any stock options to its employees during
the financial year under review. However, the Company adopted an Employee Stock Option
Plan titled "Brisk Technovision ESOP Scheme 2025" on September 25, 2025.
(e) Rights Issue:
The Company has not issued any shares on rights issue basis during the
year under review.
As on March 31, 2026, the issued, subscribed, and paid-up Share capital
of your Company stood at ^ 2,00,00,000/- (Indian Rupees Two Crore) comprising of 20,00,000
(Twenty Lakh) equity Shares of ^ 10/- (Indian Rupees Ten) each.
During the year under review, there was no change in the issued,
subscribed, and paid-up share capital of the Company.
For further details on the Share Capital, kindly refer to Note 2 of
notes to Accounts of the financial statements
7. Events having major bearing on the Company's
affairs after the end of the FY:
There were no major events having any bearing on the Company's affairs
after the end of the FY and up to the date of this report.
8. Material changes and commitments, if any,
affect the financial position of the Company:
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the FY of the Company to which
the financial statements relate and the date of the report.
9. 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:
There were no significant or material orders passed by the regulators
or courts or tribunals impacting the going concern status and the Company's operations in
the future.
10. Details of Subsidiaries, Joint Ventures or
Associate Companies:
The Company does not have any subsidiaries, joint ventures, or
associate Companies during the year under review.
Further, during the year under review, no Company has become or has
ceased to be a Subsidiary, Joint Venture or Associate Company of Brisk.
11. Board of Directors:
(a) Changes in the composition of the Board:
The following changes took place in the composition of the Board of
Directors during the year under review:
a. Mr. Jay Narayan Nayak (DIN: 05174213) resigned from the post of
Independent Director with effect from May 02, 2025.
b. Mr. Vikramsingh Rajpurohit (DIN: 11219162) was appointed as Director
(Independent) on September 1, 2025, as Additional Director which was subsequently
regularized as Director vide the approval of the Members at their Annual General Meeting
held on September 25, 2025.
(b) Director liable to retire by rotation:
In accordance with the provisions of Companies Act, 2013, Mr. Ganapati
Chittaranjan Kenkare (DIN: 01964295), is liable to retire by rotation at the ensuing
Annual General Meeting and being eligible, is seeking re-appointment.
The Board recommends his re-appointment.
(d) Declaration by the Independent Directors:
All Independent Directors of the Company have given declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down under
Section 149(6) of the Act.
The Board is of the opinion that the Independent Directors possess the
requisite expertise and experience and are persons of high integrity and repute. They
fulfil the conditions specified in the Act as well as the Rules made thereunder and are
independent of the Management.
Lastly during the year, the non-executive Directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees,
commission, and reimbursement of expenses incurred by them to attend the meetings of the
Company.
(e) Number of Meetings of the Board:
The Board of Directors duly met 4 (Four) times during the year under
review in respect of which proper notices were given and the proceedings were duly
recorded and signed in the Minutes Book maintained for the purpose.
(f) Company Policy on Director Appointment, Remuneration and Annual
Formal Evaluation:
The Company has in place a policy relating to Director's Appointment,
remuneration, and other related matters under Section 178(3) of the Companies Act, 2013.
Appointment and evaluation of the Independent Directors are governed by
the Code for Independent Directors provided in Schedule IV of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the Independent
Directors at their meeting held on March 07, 2025, have carried out the annual performance
evaluation of the non- Independent Directors individually as well as of the Chairman.
Further, they have also assessed the quality, quantity, and timeliness of the flow of
information between the Company management and the Board.
(g) Committees of the Board:
The Company has the following Committees pursuant to the provisions of
the Companies Act, 2013 read with relevant rules framed therein:
(i) Audit Committee:
The Audit Committee comprises of the following Members:
Sr. No. |
Name of the Members |
Designation |
| 1. |
Mr. Sankara Subramaniam Ramnath |
Chairman |
| 2. |
Ms. Visalakshi Sridhar |
Member |
| 3. |
Mr. Sankaranarayanan Ramasubramanian |
Member |
• The audit Committee met 4 (Four) times during the year under
review.
• All recommendations of the audit committee were duly accepted by
the Board of Directors.
(ii) Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of the following
Members:
Sr. No. |
Name of the Members |
Designation |
| 1. |
Ms. Visalakshi Sridhar |
Chairperson |
| 2. |
Mr. Sankara Subramaniam Ramnath |
Member |
| 3. |
Mr. Vikramsingh Rajpurohit |
Member |
4. |
Mr. Sankaranarayanan
Ramasubramanian |
Permanent invitee |
• The Nomination and Remuneration Committee met 2 (Two) times
during the year under review.
• All the recommendations of the Committee were accepted by the
Board.
• Further, Mr. Jay Narayan Nayak, a member of the Nomination and
Remuneration Committee, had resigned from the position of Independent Director of the
Company as well as from his membership of the Nomination and Remuneration committee with
effect from close of business hours of May 2, 2025.
• The Committee was reconstituted on September 1, 2025 by
inducting Mr. Rajpurohit and Mr. Ramasubramanian (Chairman of the Board) in the Committee
in place of Mr. Nayak.
(iii) Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of the following
Members:
Sr. No. |
Name of the Members |
Designation |
| 1 |
Mr. Sankara Subramaniam Ramnath |
Chairman |
| 2 |
Mr. Sankaranarayanan Ramasubramanian |
Member |
| 3 |
Mr. Ganapati Chittaranjan Kenkare |
Member |
• The Stakeholders Relationship Committee met 1 (one) time during
the year under review.
• The terms of reference of the Committee have been duly approved
by the Board of Directors and adopted by the Stakeholders Relationship Committee.
(h) Vigil Mechanism/ Whistle Blower Policy:
The Company has duly adopted a Whistle Blower Policy as a part of the
Vigil Mechanism for the Employees to report genuine concerns or grievances to the Chairman
of the Audit Committee or the Ombudsman and take steps to resolve the issues amicably.
Your Directors would like to inform that the no such concerns were
received during the year under review.
(i) Directors' Responsibility Statement:
In pursuance of Section 134 (3) (c) and (5) of the Companies Act, 2013,
the Directors hereby confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(ii) 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 a true and fair view of the state of affairs of the Company at the end of the FY
and of the profit and loss of the Company for that period;
(iii) 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;
(iv) the Directors had prepared the annual accounts on a going concern
basis;
(v) 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
(vi) 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.
(j) Management Discussion and Analysis Report:
The Management Discussion and Analysis, as required in terms of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed to this Report.
12. Key Managerial Personnel:
The following changes took place in the Key Managerial Personnel during
the year under review:
(a) Mr. Aslam Gopalpuria, Company Secretary and Compliance officer had
resigned from his post with effect from August 14, 2025.
(b) Ms. Ekta Agarwal was appointed as Company Secretary and Compliance
Officer of the Company with effect from November 14, 2025.
Further after the end of the year under review, following changes took
place in the Key Managerial Personnel:
(i) Ms. Ekta Agarwal, Company Secretary and Compliance officer, had
resigned from her post with effect from April 01, 2026.
(ii) Ms. Sakshi Chandrakant Pajve was appointed as Company Secretary
and Compliance Officer of the Company with the effect from May 26, 2026.
13. Auditors:
(a) Statutory Auditors:
M/s H H Dedhia & Associates, Mumbai, having firm registration
number 148213W, were appointed as the Statutory Auditors of the Company, to hold office
until the conclusion of the Annual General Meeting to be held in the year 2029 i.e. for a
term of five consecutive years.
M/s. H H Dedhia & Associates, Practicing Chartered Accountants,
Mumbai, have given their written consent and eligibility to act as the Statutory Auditors
of your Company and have confirmed that the said appointment would be in conformity with
the provisions of Section 139 and Section 141 of the Companies Act, 2013 read with the
Companies (Audit and Auditor) Rules 2014.
(b) Auditors' Report:
The Auditors' Report on the Financial Statements of the Company for the
year under review does not have any qualifications, disclaimers or adverse remarks.
(c) Details in respect of Frauds Reported by the Auditors under sub
section (12) of Section 143 other than those reportable to the Central Government:
The Auditors of the Company have not reported any instances of fraud to
the Board of Directors and Audit Committee during the year under review in terms of
Section 143(12) of the Companies Act, 2013.
14. Disclosure on compliance with Secretarial
Standards:
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and such systems are adequate and
operating effectively.
15. Secretarial Audit:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Board appointed KNK & Co LLP, Company Secretaries in Practice, having firm
registration number ('FRN') L2018MH002800 to undertake Secretarial Audit of the
Company for the year under review.
The Secretarial Audit Report submitted by KNK & Co LLP is furnished
as 'Annexure A,' and forms an integral part of this report.
The Secretarial Auditors report contains the following qualification in
the report issued for the period under review:
(a) The Company, in one instance, did not file the prescribed e-Form
with the Registrar of Companies within the timeline stipulated under the Companies Act,
2013 read with the rules made thereunder.
Management response:
The delay was due to an inadvertent procedural oversight. The requisite
e-Form has since been filed with applicable additional fees, and the Company has
strengthened its compliance monitoring process to prevent recurrence.
16. Deposits:
The Company has neither invited nor accepted any deposits during the
year under review. Accordingly, no amount of principal or interest related thereto was
outstanding as on March 31, 2026.
17. Unsecured Loans from Directors:
During the year under review, the Company has not accepted an unsecured
loan from the Directors or their relatives.
18. Particulars of Loans, Guarantees or
Investments:
The details of investments made by the Company during the year's review
are provided in Note 9 of the financial statements.
The Company has not given any loans or provided any guarantee or
securities to loans under the provisions of Section 186 of the Companies Act, 2013 for the
year under review.
19. Extract of Annual Return:
Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the
Annual Return as on March 31, 2026 is available on the Company's website and may be
accessed at the following web link https://brisk-india.com/investor-info.html.
20. Particulars of contracts or arrangements
with related parties:
All related party transactions under Section 188 of the Companies Act,
2013, entered into during the year under review were on an arm's length basis and were in
the ordinary course of business. There are no materially significant related party
transactions made by the Company with its Promoters, Directors, Key Managerial Personnel
or other designated persons which may have a potential conflict with the interest of the
Company at large. The Company has also adopted a framework on related party transactions
to ascertain the criteria of 'ordinary course of business' and 'Arm's Length Price'
During the year under review, the Company has not entered any
transaction with Related Parties which is not in its ordinary course of business or not on
an arm's length basis. Further, there were no transaction requiring disclosure under
Section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of
this report.
21. Corporate Social Responsibility:
The provisions of Section 135 with respect to Corporate Social
Responsibility were not applicable to the Company during the year under review.
The Company was also not required to develop adopt any policy on
Corporate Social Responsibility during the year under review.
Internal Control System and their adequacy:
The Company has duly established and maintained its internal controls
and procedures for the financial reporting and evaluated the effectiveness of Internal
Control Systems. The internal control systems are commensurate with the size, scale and
complexity of its operations.
22. Internal audit:
The Company conducts its Internal and Statutory audit within the
parameters of regulatory framework which is well commensurate with the size, scale, and
complexity of its operations.
The Internal Auditors monitor the efficiency and effectiveness of the
internal control systems in the Company. Significant audit observations and corrective
actions thereon are presented to the Audit Committee.
23. Statement on remuneration of employees of
the Company:
The Company has 3 (Three) Executive Directors, one of whom is the
Managing Director of the Company.
(a) The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are:
| Employed throughout the year |
Nil |
| Employed for part of the year |
Nil |
(b) The remuneration paid to all key management personnel was in
accordance with remuneration policy adopted by the Company.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the information on employees'
particulars which is available for inspection by the members at the Registered office of
the Company during business hours on working days of the Company up to the date of ensuing
Annual General Meeting. If any member is interested in inspecting the same, such member
may write to the Company Secretary in advance at secretarial@brisk- india.com.
The Company had 113 (One Hundred and Thirteen) employees as on March
31, 2026, out of which 18 are Female employees and 95 are Male employees.
None of the employees hold (by himself/herself or along with his/her
spouse and dependent children) more than two percent of the Equity Shares of the Company.
24. Disclosures as per the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal
Complaints Committee ('ICC') is in place to redress complaints received regarding sexual
harassment.
(a) Number of complaints of sexual harassment received during the year
under review - Nil.
(b) Number of complaints disposed off during the year - Not applicable.
(c) Number of cases pending for more than ninety days - Not applicable.
25. Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo:
The detail of conservation of Energy, Technology Absorption and Foreign
Exchange earnings and outgo is annexed as 'Annexure B'.
26. Risk Management:
The Company acknowledges the inherent risks in its business operations
and is in the process of developing a system to identify, minimize, and manage these risks
which shall be reviewed at regular intervals. At present, the management has identified
the following key risks:
• Securing critical resources, including capital and human talent.
• Ensuring cost competitiveness.
• Creating product differentiation and a strong value proposition.
• Maintaining and enhancing customer service standards.
• Introducing innovative marketing and branding initiatives,
particularly in digital media.
27. Code of conduct:
The Board of Director had approved a Code of Conduct which is
applicable to the Board of
Directors and Senior Management Personnel of the Company.
It is confirmed that all Directors and Senior Management Personnel have
affirmed their adherence to the provisions of the Code of Conduct during the year under
review.
28. Corporate Governance:
Pursuant to exemption available as per Regulation 15 of the SEBI (LODR)
Regulations 2015, the reporting as per Para C, D and E of the Schedule V of said
Regulations are not applicable to our Company. The Company has already filed necessary
disclosure on the BSE portal stating the non-applicability of various provisions of SEBI
(LODR) Regulations 2015.
29. One time settlement with Banks or Financial
Institution:
There was no instance of one-time settlement with any Bank or Financial
Institution.
30. Details of maintenance of cost record as
specified by Central Government under section 148(1) of the Companies Act, 2013:
The Company was not required to maintain cost records as specified by
the Central Government u/s 148(1) of the Companies Act 2013 for the year under review.
31. Proceedings initiated/pending under the
Insolvency and Bankruptcy Code, 2016
There is/was no proceeding initiated/pending under the Insolvency and
Bankruptcy Code, 2016 during the year under review.
32. Compliance with the Maternity Benefit Act,
1961:
The Company remains fully compliant with the Maternity Benefit Act,
1961, along with all its applicable amendments and associated rules. We are committed to
fostering a safe, inclusive, and supportive work environment for our women employees.
All eligible women employees are provided maternity benefits as
mandated by law, which include paid maternity leave, nursing breaks, and protection from
dismissal during their maternity period. Beyond legal compliance, the Company is mindful
to ensure that maternity is never a ground for discrimination—whether in hiring,
promotions, or day-to- day service conditions.
Our internal systems and HR policies are thoughtfully designed to
reflect both the spirit and the letter of the law, ensuring dignity, respect, and care for
all women during this important phase of life.
33. The details of difference between amount of the valuation done
at the time of one time settlement and the valuation done while taking loan from the banks
or financial institutions along with the reasons thereof:
Not Applicable.
34. Acknowledgements:
Your Directors wish to place on record their deep sense of appreciation
for the devoted services of all the employees of the Company for its growth.
Your Directors also acknowledge with gratitude the help and support
received from the Shareholders, Bankers, Customers, Exchanges, and Regulators and hope to
continue to get such support in times to come.
|
By the order of the Board of Directors |
|
For Brisk Technovision Limited |
|
Sd/- |
|
Sankaranarayanan Ramasubramanian |
Place: Thane |
Chairman |
Date: July 01, 2026 |
DIN:01957406 |