Your Directors are pleased to present the Ninety-Second (“92nd') Annual Report, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended on 31st March, 2026.
FINANCIAL RESULTS
The Company's financial performance, for the year ended on 31st March, 2026, is summarized below:
|
Particulars
|
Standalone
|
Consolidated
|
|
2025-26
|
2024-25
|
2025-26
|
2024-25
|
|
Revenue from Operations
|
39,629.27
|
41,275.46
|
43,087.25
|
44,317.89
|
|
Other Income
|
350.32
|
263.85
|
1,160.38
|
1,054.31
|
|
Profit / (Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense [EBITDA]
|
2,393.89
|
2,267.91
|
3,496.97
|
3,624.23
|
|
Less: Depreciation/ Amortisation/ Impairment
|
928.77
|
921.64
|
1,091.78
|
1,086.51
|
|
Profit / (Loss) before Finance Costs, Exceptional items and Tax Expense
|
1,465.12
|
1,346.27
|
2,405.19
|
2,537.72
|
|
Less: Finance Costs
|
836.97
|
830.17
|
1,297.40
|
1,235.28
|
|
Profit / (Loss) before Exceptional items and Tax Expense
|
628.15
|
516.10
|
1,107.79
|
1,302.44
|
|
Add / (Less): Exceptional items
|
-
|
1,195.31
|
-
|
1,195.31
|
|
Profit / (Loss) before Tax Expense
|
628.15
|
1,711.41
|
1,107.79
|
2,497.75
|
|
Less: Tax Expense / (Credit) [Current & Deferred]
|
161.36
|
207.54
|
161.26
|
(174.37)
|
|
Profit / (Loss) for the year (1)
|
466.79
|
1,503.87
|
946.53
|
2,672.12
|
|
Total Comprehensive Income/ (Loss) (2)
|
90.55
|
54.10
|
329.40
|
100.76
|
|
Total (1 2)
|
557.34
|
1,557.97
|
1,275.93
|
2,772.88
|
|
Balance of Profit / (Loss) of earlier years
|
11,128.07
|
9,570.10
|
4,418.90
|
1,646.02
|
|
Balance carried forward
|
11,685.41
|
11,128.07
|
5,694.83
|
4,418.90
|
|
Earnings per Ordinary Share (Rs.)
|
|
|
Basic & Diluted
|
2.19
|
7.05
|
4.43
|
12.52
|
FINANCIAL HIGHLIGHTS AND REVIEW OF OPERATIONS
During the financial year ended on 31st March, 2026, your Company has reported a standalone EBITDA of Rs. 2,393.89 Lakhs against Rs. 2,267.91 Lakhs during the previous year. Total standalone Income from Operations has decreased to Rs. 39,629.27 Lakhs as against Rs. 41,275.46 Lakhs in the previous year. Operational matters have been discussed in detail under Management Discussion and Analysis’, forming part of this Report.
SHARE CAPITAL
As on 31st March, 2026, the paid-up share capital of the Company was Rs. 3,344 Lakhs comprising 2,13,42,346 Ordinary shares of Rs. 10/- each and 12,10,000 Preference shares of Rs. 100/- each. The Ordinary shares of the Company are presently listed on the National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”). During the year under review, the Company has not issued any share capital.
DIVIDEND
The Board has decided to recommend payment of dividend to the 7.75% Cumulative Redeemable Preference Shareholders of the Company amounting to Rs. 187.55 Lakhs, after deduction of applicable taxes, if any, for the financial years 2018-19 and 2019-20, subject to approval of shareholders at the ensuing 92nd Annual General Meeting of the Company.
TRANSFER TO RESERVES
The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.
INVESTMENT IN GILLANDERS HOLDINGS (MAURITIUS) LIMITED, A WHOLLY OWNED FOREIGN SUBSIDIARY OF THE COMPANY
During the period under review, the Company had invested USD 50,000 (United States Dollar Fifty Thousand Only) by subscribing to 55,556 fully paid-up Equity shares of USD 0.90 each of Gillanders Holdings (Mauritius) Limited, a wholly owned foreign subsidiary of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year under review, as stipulated under Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') is presented below forming part of this Annual Report. The industry structure, development, performance, opportunities, threats, outlook, risk and concerns, internal control systems and its adequacy, financial performance with respect to operational performance and material developments in human resource and industrial relations have been discussed in the paragraphs to follow.
Textile Division
The year under review was marked by two significant geopolitical developments, namely the imposition of tariffs by the United States of America and the outbreak of the war in Iran. The imposition of reciprocal tariffs by the United States of America, one of the largest markets for textile exports, in April, followed by a further increase in August, led to substantial disruptions in textile exports, thereby adversely impacting the industry. Demand for synthetic yarn remained subdued during the year, adversely affecting the overall performance of the Division. Production stood at 3,790 MT as against 4,065 MT in the previous year, primarily due to weak market conditions.
West Asia Crisis, which exaggerated lately in year under review, significantly influenced global crude oil prices and its upstream industries. As a result, prices of synthetic fibres increased sharply, adversely affecting demand across the value chain. There is substantial increase in the prices of other inputs directly linked to crude oil, such as dyes, chemicals, packing materials and fuel. Yarn manufacturers were able to pass on only a part of this abnormal increase in raw material and input costs to consumers. On a positive note, the finalization of Free Trade Agreements with the United Kingdom and Europe is expected to enhance the competitiveness of Indian textile products in these markets over time, once fully implemented. However, the overall outlook for the synthetic value chain in the current year remains challenging, owing to continued uncertainties arising from the West Asia Crisis and persistent subdued demand.
Tea Division
Global tea production (excluding China) in the calendar year 2025 recorded a marginal increase over the previous year, largely supported by higher output from India, whereas African countries experienced a decline. In India, total tea production increased by about 5% to 1,370 million kgs as compared to 1,304 million kgs in the previous year. Your Division achieved an increased production of around 8.50%.
During the year under review, average tea prices at auction centers in North India declined by around Rs. 22 per kg due to improved supply conditions. However, your Division witnessed a comparatively lower decline of Rs. 13 per kg, supported by its focus on quality and demand for premium teas. Your Directors are of the view that quality teas will continue to enjoy better market acceptance and the Division will continue its emphasis on further quality enhancement. India's tea exports increased by around 24 million kgs during the year and the Division also reported a robust growth in tea export. The Company has further diversified and exploring export opportunity of coffee and rice.
All six factories of the Division continue to be certified under ISO 22000:2018 and Trustea standards, underscoring the Company's commitment to quality, food safety and sustainable practices. As part of its energy conservation and sustainability initiatives, installation of a 401.36 kWp solar power plant at Arun Tea Estate is currently underway and is likely to be commissioned in the current year.
As stated due to ongoing geopolitical situations, volatility and uncertainty in global trade may adversely impact the Divisions performance. Your Directors expect stable performance during the current year.
Engineering (MICCO) Division
The Engineering (MICCO) Division, a well-established turnkey/EPC project execution Division of the Company in the steel sector, is well positioned to benefit from the ongoing expansion initiatives across major public and private sector players. The Division continues to cater to various steel, infrastructure and industrial groups including Reliance Industries, JSW, Tata Steel, ArcelorMittal Nippon Steel, Vedanta, Adani Group, SAIL, RINL, Jindal Stainless and Jindal Ferrous, amongst others. The Company also commissioned its own manufacturing facility with a capacity of 300 MT per month, further strengthening its EPC execution capabilities.
Looking ahead, backed by robust order bookings and growing opportunities from expansion/upgradation of steel industry, the Division maintains a positive outlook for the current year.
Property Division
During the financial year under review, the Property Division maintained its revenue broadly in line with the previous year, supported by the induction of new tenants and renewal of existing tenancies at enhanced rental rates, reflecting its continued focus on sustaining occupancy levels and improving realizations. The Division also continues to strictly adhere to all established safety protocols to ensure a high level of safety at all times. Despite challenging market conditions in the commercial real estate sector, the Division remained stable during the year and your Directors expect better performance during the current year.
Details of Significant Changes in the Key Financial Ratios & Return on Net Worth
As per the Schedule V to the SEBI Listing Regulations read with Regulation 34(3) of the SEBI Listing Regulations, details of significant changes (i.e., change of 25% or more as compared to the immediately previous financial year) in Key Financial Ratios and any changes in Return on Net Worth along with detailed explanations therefore, are given below:
|
Sl. No.
|
Particulars
|
2025-26
|
2024-25
|
% Change
|
|
i.
|
Debtors Turnover Ratio
|
7.43
|
8.88
|
(16.33%)
|
|
ii.
|
Inventory Turnover Ratio
|
4.52
|
4.88
|
(7.38%)
|
|
iii.
|
Interest Coverage Ratio
|
2.86
|
2.73
|
4.76%
|
|
iv.
|
Current Ratio
|
1.03
|
0.98
|
5.10%
|
|
v.
|
Debt Equity Ratio
|
0.32
|
0.32
|
-
|
|
vi.
|
Operating Profit Margin (%)
|
2.81
|
2.62
|
7.25%
|
|
|si. No.
|
Particulars
|
2025-26
|
2024-25
|
% Change
|
|
vii.
|
Net Profit Margin (%)
|
1.18
|
3.64
|
(67.58%)
|
|
viii.
|
Debt Service Coverage Ratio
|
130.02
|
58.02
|
124.10%
|
|
ix.
|
Return on Equity Ratio
|
1.72
|
5.78
|
(70.24%)
|
|
x.
|
Net Capital Turnover Ratio
|
66.82
|
(96.64)
|
169.14%
|
|
xi.
|
Return on Net Worth
|
1.72
|
5.78
|
(70.24%)
|
For detailed explanation regarding significant changes in the abovementioned ratios, please refer to Note no. 53 of the Notes to Standalone Financial Statements for the financial year ended 31st March, 2026.
Internal financial control systems and their adequacy
Your Company has adequate Internal Financial Control Systems in all areas of operation. Your Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its businesses, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Internal Audits are conducted by Independent firms of Chartered Accountants and the reports are discussed with the operational heads by the CFO, Managing Director & CEO of the Company, and thereafter, placed before the Meetings of the Audit Committee of the Board of Directors. Representatives of the Statutory Auditors, Cost Auditors and Internal Auditors are also invited at the Meetings of the Audit Committee as and when required. Corrective measures suggested at the Audit Committee Meetings are duly implemented. The Audit Committee of the Board also reviews the adequacy of Internal Financial Control Systems at regular intervals. No fraud has been reported by the Statutory Auditors, Branch Auditors, Secretarial Auditor, Cost Auditors or Internal Auditors of the Company.
Human Resources and Industrial Relations
The Company has in place structured processes to attract, develop and retain talent, recognising the importance of human resources in its growth. It continues to foster a positive work environment that promotes employee engagement, welfare and compliance with applicable standards.
Relations between management and employees remained cordial and harmonious, marked by mutual trust and respect. The Directors place on record their appreciation for the commitment and co-operation of all employees.
Overall, industrial relations remained stable during the year.
Cautionary Statement
Management Discussion and Analysis Report contains forward-looking statements, which are based on certain assumptions and expectations of future events. The Company's actual results and performance may differ from those projected due to unforeseen circumstances viz., political, economic, pandemic etc., over which the Company does not have any control. The Company assumes no responsibility to publicly amend, modify or revise any such statements on the basis of subsequent developments, information or events. Readers are advised to apply their diligence and independent judgment.
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated financial statements for the financial year ended on 31st March, 2026, prepared as per the provisions of the Companies Act, 2013 (hereinafter referred to as ‘the Act’), Rules framed therein and the applicable Accounting Standards are provided in the Annual Report.
SUBSIDIARY/ASSOCIATE COMPANIES
Gillanders Holdings (Mauritius) Limited, Mauritius, the Direct Foreign Subsidiary, reported a loss before tax of Rs. 24.01 Lakhs, against loss of Rs. 22.12 Lakhs, during the previous year. No significant operational activities have been undertaken by the said Subsidiary during the year under review.
For the financial year ended on 31st March, 2026, Naming’omba Tea Estates Limited, Malawi (NTEL), a step-down Foreign Subsidiary, has reported EBITDA of Rs. 1,127.08 Lakhs, against an EBITDA of Rs. 1,378.46 Lakhs for the previous year.
NTEL is engaged in growing and processing of Tea and Macadamia. NTEL is a step-down foreign subsidiary of the Company, and it has not sold, disposed off or leased any asset of more than 25% of the assets on an aggregate basis during the year under review.
Tea production of NTEL for the year under review was 1.71 million Kgs, compared to last year's production of 1.75 million Kgs. Whereas, Macadamia (N I H) production of NTEL was 2.15 million Kgs against last year's production of 2.23 million Kgs.
During the year under review, your Company did not have associate/joint venture. A separate section on the performance and financial position of the Subsidiaries in Form AOC-1, forms part of the Annual Report.
FIXED DEPOSITS
As on 31st March, 2026 the Company has no outstanding fixed deposits. The Company has also not accepted any form of deposits from the public during the year under review.
DIRECTORS
As on 31st March, 2026, Company's Board of Directors comprised of six (6) Directors which includes, two (2) Non¬ Executive & Non-Independent Directors, one (1) Managing Director & CEO and three (3) Non-Executive Independent Directors. The Board's composition complies with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Smt. Prabhawati Devi Kothari (DIN: 00051860) will retire in the ensuing Annual General Meeting, and being eligible, offers herself, for re-appointment. The Board of Directors recommends her re-appointment.
The details of the Director seeking re-appointment as per requirement specified in Regulation 36(3) of the SEBI Listing Regulations is provided in the Notice convening the 92nd Annual General Meeting of the Company.
The Company has received declarations from all Independent Directors of the Company, that they meet the criteria of Independence and they have complied with the Code for Independent Directors, as prescribed both under the Act and SEBI Listing Regulations and the Code of Conduct for Directors and Senior Management Personnel, formulated by the Company.
The details of programmes for familiarization / training of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the website of the Company at: https://www.gillandersarbuthnot.com/ fprogramms.php
DIRECTORS’ RESPONSIBILITY STATEMENT Your Directors state that:
a) in the preparation of the annual accounts for the financial year ended on 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) such accounting policies have been selected and applied 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 as on 31st March, 2026 and of the profit of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts has been prepared on a ‘going concern' basis;
e) internal financial controls has been laid down so that the same can be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) proper systems has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
KEY MANAGERIAL PERSONNEL
Mr. Rajat Arora resigned during the year under review and accordingly ceased to be a Key Managerial Personnel of the Company with effect from the close of business hours on 28th May, 2025. Ms. Neha Singh has been appointed as the Company Secretary and Compliance Officer of the Company from 12th August, 2025.
As on the date of this Report, Mr. Mahesh Sodhani (DIN: 02100322), Managing Director & CEO, Mr. Niraj Singh, Chief Financial Officer and Ms. Neha Singh (FCS-10596), Company Secretary and Compliance Officer are the Key Managerial Personnel (‘KMP) of your Company.
SENIOR MANAGEMENT PERSONNEL
As on date of this Report, Mr. Vijay Kumar (Jt. President - Tea Division), Mr. Chandra Kishore Porwal (President - GIS Cotton Mill), Mr. Utpal Konar (Jt. President - MICCO Division), Mr. Gautam Samanta (Vice President - Taxation & HR) and Mr. Somnath Mukherjee (General Manager - Property Division) are the Senior Management Personnel of your Company.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The Report on Corporate Governance confirming compliance with the conditions stipulated under the SEBI Listing Regulations, which forms part of the Annual Report, is attached to this Report and marked as Annexure V. Certificate on Corporate Governance, as stipulated in the said Regulations, issued by CS K.C. Dhanuka, Practising Company Secretary (FCS 2204, CP No. 1247) and Proprietor of M/s. K.C. Dhanuka & Co. is also attached to this Report.
AUDITORS
M/s. JKVS & Co., Chartered Accountants (Firm Registration No. - 318086E), were re-appointed as the Statutory Auditors of the Company at the 91st Annual General Meeting of the Company, for a second term of five (5) consecutive years upto the conclusion of the 96th Annual General Meeting of the Company to be held in the calendar year 2030, shall continue to be the Statutory Auditors of the Company.
M/s. Neha Bothra & Co., Chartered Accountants having Firm Registration No. - 326938E, were appointed as Branch Auditors of the Engineering (MICCO) Division of the Company at the 88th Annual General Meeting of the Company, for a term of five (5) consecutive years upto the conclusion of the 93rd Annual General Meeting of the Company to be held in the calendar year 2027, shall continue to be the Branch Auditor of Engineering (MICCO) Division of the Company.
AUDITORS’ REPORT
Auditors' Report to the Members of the Company does not contain any qualification or adverse remark. Financial Statements and the notes thereon are self-explanatory and need no further explanations.
COST AUDITORS
On the recommendation of the Audit Committee, and in compliance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, your Board had appointed M/s. B. Ray & Associates, Cost Accountants, Kolkata (Firm Registration No. - 000155) to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2027.
In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, appropriate Resolution seeking your ratification of the remuneration of the said Cost Auditor appointed for the year ending on 31st March, 2027, is appearing in the Notice convening the 92nd AGM of the Company.
SECRETARIAL AUDIT AND AUDITOR’S REPORT
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s. K.C. Dhanuka & Co., Company Secretaries, were appointed as the Secretarial Auditor of the Company at the 91st Annual General Meeting of the Company for a period of five (5) consecutive years, commencing from the financial year 2025-26 up to the financial year 2029-30, at such remuneration as may be mutually agreed between the Company and the Secretarial Auditors.
M/s. K.C. Dhanuka & Co., Company Secretaries conducted the Secretarial Audit of the Company for the financial year ended on 31st March, 2026. Secretarial Audit Report (‘Form No. MRS") for the financial year ended on 31st March, 2026 is annexed herewith to this Report and marked as Annexure II. The Secretarial Audit Report does not contain any qualification/ adverse remark.
REPORTING OF FRAUD BY AUDITORS
During the year under review, the Statutory Auditor, Branch Auditor, Cost Auditor, Internal Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company remains committed to addressing societal needs through focused and sustainable initiatives. Its efforts are directed towards promoting education, healthcare and contributing to the establishment and maintenance of homes and hostels for women and orphans. The Company continues to support initiatives that contribute to community welfare and improve overall quality of life. These efforts reflect its ongoing commitment to responsible and inclusive growth.
Pursuant to the provisions of Section 135 of the Companies Act, 2013, the Company has spent a sum of Rs. 4,50,042.00/- (Rupees Four Lakhs and Fifty Thousand and Forty Two only) towards Corporate Social Responsibility (CSR) activities during the financial year ended 31st March, 2026.
The Annual Report on Corporate Social Responsibility activities is annexed herewith and marked as Annexure I.
The CSR Policy of the Company may be accessed on the Company's website at: https://www.gillandersarbuthnot.com/ pdf/pc/policy-csr.pdf.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. No material contract / arrangement/transaction were entered into with any Related Party.
The Policy on related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.gillandersarbuthnot.com/pdf/2025/material-rpt-16052025.pdf. Your Directors draw attention of the Members to Notes to the standalone financial statements which set out related party disclosures as per the Act, SEBI Listing Regulations and the Accounting Standards.
RISK MANAGEMENT
The Company has laid down a procedure to inform the Board Members, on a periodic basis, about the identified risks and the steps taken to mitigate and minimize the same. The Company has already identified and assessed major elements of risks, which may adversely affect the various Divisions of the Company. The Management reviews the identified risks, including assessment of the said risks and procedures, which are being implemented for monitoring, mitigating and minimization of the said risks.
OTHER DISCLOSURES:Committees of the Board
At present, the Board has the following committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
4. Corporate Social Responsibility Committee
A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Report.
Evaluation of the board
The performance evaluation of the Board, it's Committees and of individual Directors was made by way of structured questionnaire and the Directors were satisfied with the evaluation process. At a separate meeting of Independent Directors, the performance of Non-Independent Directors, the Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors.
Remuneration Policy for Directors, Key Managerial Personnel, Senior Management and other employees may be accessed on the website of the Company at: https://www.gillandersarbuthnot.com/pdf/pc/nomination-remuneration- policy.pdf. The recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
Whistle Blower Policy
The Company has in place a Whistle Blower Policy in compliance with the provisions of the Act and SEBI Listing Regulations. The said Policy provides for a formal vigil mechanism for all employees and Directors of the Company, to report to the Chairman of the Audit Committee of the Company, genuine concerns or grievances about the unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The Policy also provides adequate safeguards against victimization. The whistle blower policy may be accessed on the Company's website at: https://www. gillandersarbuthnot.com/pdf/2025/whistle-blower-policy.pdf. Your Board affirms that no person has been denied access to the Chairman of the Audit Committee.
Meetings of the Board
Five (5) meetings of the Board of Directors were held during the financial year. For details relating to composition and dates of meetings please refer to Clause IID of the report on Corporate Governance, which forms part of this Annual Report.
Secretarial Standards
The Company is in compliance with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Particulars of Loans, Guarantees or Investments
The details of Loans, Corporate Guarantees and Investments, if any made during the financial year have been disclosed in the Notes to Financial Statements of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under the Act, is annexed herewith and marking as Annexure III.
Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of the Annual Return as on 31st March, 2026, is available on the Company's website and that can be accessed at https://www.gillandersarbuthnot.com/meet-sh.php.
By virtue of amendment to Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of this Report.
Particulars of Employees and related disclosures
Disclosures pertaining to Remuneration with other details and a statement showing the names of top ten employees in terms of remuneration drawn, as required under Section 197(12) of the Act read with Rule 5(1), 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is annexed herewith and marked as Annexure IV.
There was no employee receiving remuneration during the year in excess of that drawn by the Managing Director or Whole-time / Executive Director and holding by himself or along with his spouse and dependent children, not less than two percent of the ordinary shares of the Company.
Credit Ratings
Ynnr Cnmnanu has obtained credit ratings from Care Ratings limited Mnmhai (CARE) The ratings are as follows'
|
Sl No.
|
Facilities
|
Latest Ratings
|
|
1.
|
Long term Bank Facilities
|
CARE BBB; Stable (Triple B; Outlook: Stable)
|
|
2.
|
Long-term/Short-term Bank Facilities
|
CARE BBB; Stable /CARE A3 (Triple B; Outlook: Stable / A Three)
|
|
3.
|
Short-term Bank Facilities
|
CARE A3 (A Three)
|
Ordinary Shares in the IEPF Suspense Account
As on 1st April, 2025, 3,621 aggregate number of shareholders representing 3,88,239 numbers of fully paid-up Ordinary shares were lying in the IEPF Suspense Account. During the financial year 2025-2026, no shares were transferred to the IEPF Suspense Account. As on 31st March, 2026, 3,87,222 numbers of Ordinary shares aggregating 3,609 shareholders were lying in the IEPF Suspense Account. The voting rights on these shares remains frozen till the rightful owner of such shares claims the same.
Unpaid/Unclaimed Dividends - Transfer to Investor Education and Protection Fund (IEPF)
There was no dividend pending to be transferred to Investor Education and Protection Fund (IEPF) during the year under review.
Material Changes
There have been no material changes and commitments affecting the financial position of the Company since the close of the financial year i.e., 31st March, 2026. Further, there has been no change in the nature of business of the Company.
Disclosure pertaining to Sexual Harassment of Women
The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace in accordance with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“PoSH Act”) and the Rules made thereunder. An Internal Complaints Committee (ICC) has been duly constituted to redress complaints relating to sexual harassment. The Policy is applicable to all employees, including permanent, contractual, temporary employees and trainees and the Company is committed to providing a work environment that is free from discrimination and harassment and ensures that all employees are treated with dignity and respect with an effective mechanism for redressal of complaints of sexual harassment.
The details of complaints in terms of PoSH is given below:
|
Sl.
No
|
Particulars
|
Number of Complaints
|
|
1
|
Number of complaints of sexual harassment received in the year
|
Nil
|
|
2
|
Number of complaints disposed off during the year
|
Nil
|
|
3
|
Number of cases pending for more than 90 days
|
Nil
|
Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the year under review and adequate measures are in place to safeguard the rights and welfare of women employees and no instances of non-compliance have been reported during the year.
Details of difference between the amount of valuation at the time of one-time settlement and the valuation done at the time of taking a loan from the banks or financial institutions along with the reasons thereof
During the year under review, the Company was not required to obtain this valuation report.
Significant material orders passed by the regulators, courts or tribunals impacting Company’s going concern status and operations in the future
Your Directors states that no significant or material orders were passed by the Regulators or Courts or Tribunals or quasi-judicial body which may impact the going concern status and Company's operations in future.
Details of Application Made or Proceedings Pending under the Insolvency and Bankruptcy Code, 2016
During the financial year under review, no application was made nor were any proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.
Annexures forming part of this Report
|
Annexure
|
Particulars
|
|
I
|
Annual Report on Corporate Social Responsibility (CSR) activities
|
|
II
|
Secretarial Audit Report (Form No. MR-3)
|
|
III
|
Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
|
|
IV
|
Disclosures on remuneration of directors and employees of the Company
|
|
V
|
Report on Corporate Governance
|
ACKNOWLEDGEMENT
The Board wishes to place on record their appreciation for the co-operation, support and valuable services received from the employees, shareholders, banks, government agencies and all other stakeholders.
For and on behalf of the Board Arun Kumar Kothari
Place: Kolkata Chairman
Date: 11th May, 2026 (DIN: 00051900)
|