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You can view full text of the latest Director's Report for the company.

BSE: 532716ISIN: INE047B01011INDUSTRY: Tea & Coffee

BSE   ` 90.07   Open: 89.00   Today's Range 89.00
95.99
-3.83 ( -4.25 %) Prev Close: 93.90 52 Week Range 76.10
151.50
Year End :2026-03 

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)