Your Directors have great pleasure in presenting the 12th Annual Report of your Company together with the Audited Standalone
and Consolidated Financial Statements for the Financial Year ended March 31, 2026 (“FY 2025-26” or “Fiscal 2026”).
This has been a landmark year for your Company. Fiscal 2026 was the year in which CMLL consolidated its position as an
integrated coal mining and logistics services provider, and the period immediately following the close of the year saw the
successful completion of the Company's Initial Public Offer and the listing of its Equity Shares on BSE Limited and the National
Stock Exchange of India Limited on July 24, 2026 - marking your Company's transition into the listed universe.
1. Financial Highlights
The financial performance of the Company for FY 2025-26, on a standalone and consolidated basis, is summarised below.
All figures are in ? lakhs unless otherwise stated.
(a) Standalone Financial Results
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Revenue from operations
|
1,67,739.82
|
1,43,040.38
|
|
Other income
|
686.97
|
682.59
|
|
Total income
|
1,68,426.79
|
1,43,722.97
|
|
Total expenses
|
1,46,513.11
|
1,25,861.97
|
|
Profit before profit/loss from investment in other & exceptional items &
tax
|
21,913.68
|
17,861.00
|
|
Profit/Loss from investment in others
|
141.75
|
17.25
|
|
Exceptional items
|
568.42
|
-
|
|
Profit before tax
|
21,203.51
|
17,843.75
|
|
Total tax expense
|
5,494.24
|
4,500.73
|
|
Profit for the year
|
15,709.27
|
13,343.02
|
|
Other comprehensive income / (loss)
|
34.54
|
(18.61)
|
|
Total comprehensive income for the year
|
15,743.81
|
13,324.41
|
|
Basic earnings per share (^)
|
29.32
|
25.55
|
|
Diluted earnings per share (^)
|
29.32
|
25.55
|
|
(b) Consolidated Financial Results
|
|
Particulars
|
FY 2025-26
|
|
Revenue from operations
|
1,67,766.09
|
|
Other income
|
687.19
|
|
Total income
|
1,68,453.28
|
|
Total expenses
|
1,46,525.59
|
|
Profit before Exceptional items and tax
|
21,927.69
|
|
(Profit)/Loss from investment in others
|
141.75
|
|
Exceptional items
|
568.42
|
|
Profit /(Loss) Before Tax
|
21,217.52
|
|
Total tax expense
|
5,503.06
|
|
Profit for the year
|
15,714.46
|
|
Other comprehensive income / (loss)
|
34.54
|
|
Total comprehensive income for the year
|
15,749.00
|
|
Basic earnings per share (^)
|
29.33
|
|
Diluted earnings per share (^)
|
29.33
|
(c) Summarised Balance Sheet (Standalone / Consolidated) as at March 31, 2026
|
Particulars
|
Standalone
|
Consolidated
|
|
Total non-current assets
|
1,46,650.80
|
1,46,648.63
|
|
Total current assets
|
61,079.59
|
61,090.25
|
|
Total assets
|
2,07,730.39
|
2,07,738.88
|
|
Equity share capital
|
5,358.33
|
5,358.33
|
|
Other equity
|
59,390.77
|
59,395.63
|
|
Non-controlling interest
|
-
|
0.35
|
|
Total equity
|
64,749.10
|
64,754.31
|
|
Total non-current liabilities
|
83,326.24
|
83,326.54
|
|
Total current liabilities
|
59,655.05
|
59,658.03
|
|
Total liabilities
|
1,42,981.29
|
1,42,984.57
|
|
Total equity and liabilities
|
2,07,730.39
|
2,07,738.88
|
2. Dividend
With a view to conserve resources for funding the Company's growth plans, capital expenditure and working capital
requirements - and in view of the Company having completed its Initial Public Offer only after the close of the financial
year - your directors do not recommend any dividend on the Equity Shares of the Company for FY 2025-26.
The Dividend Distribution Policy as per the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”) is available on the Company's website on:https://cmll.in/policies/
3. Transfer to Reserves
The Board does not propose to transfer any amount to the General Reserve for FY 2025-26. The entire profit for the year
has been retained in the Statement of Profit and Loss / Other Equity, as reflected in the audited financial statements.
4. State of the Company’s Affairs / Review of Operations
CMLL is an integrated coal mining and logistics services provider, managing overburden removal, coal extraction and coal
logistics for its customers on a contractual basis. As of March 31, 2026, the Company operated a fleet of 1,881 vehicles,
plant and machinery (including 100 leased assets), comprising 863 tippers, 64 loaders, 159 excavators and 362 tip-trailers,
and employed a workforce of 5,297 persons. The Company's mining and overburden removal operations are located in
Maharashtra and Madhya Pradesh with its largest customers being Western Coalfields Limited (“WCL”) and Northern
Coalfields Limited (“NCL”), both subsidiaries of Coal India Limited.
As of the date of this report, the Company's business comprises five service lines: (i) coal mining services (contract coal
extraction and overburden removal); (ii) logistics (loading, unloading and road transportation of coal and iron ore); (iii) rake
loading; (iv) rail coordination services; and (v) coal trading.
Segment-wise revenue from operations (Consolidated)
|
Service line
|
FY 2025-26
(^ lakhs)
|
% of revenue
|
|
Coal mining services
|
1,44,417.52
|
86.08%
|
|
Logistics
|
20,867.09
|
12.44%
|
|
Rake loading
|
911.46
|
0.54%
|
|
Rail coordination services
|
32.81
|
0.02%
|
|
Coal trading
|
1,537.22
|
0.92%
|
|
Total
|
1,67,766.09
|
100.00%
|
As of March 31, 2026, the Company's order book stood at ^5,66,829.69 lakhs, reflecting a robust pipeline of contracted
work. Of the total order book, 93.27% comprised coal mining and overburden removal service contracts, while the remaining
6.73% comprised logistics service contracts and work orders. The strong order book, coupled with the Company's diversified
service portfolio, provides a solid foundation for sustained business growth and strengthens its position in the mining and
logistics sector.
Initial Public Offer and Listing: Subsequent to the close of FY 2025-26, the Company completed an Initial Public Offer
comprising a fresh issue of 94,33,962 Equity Shares aggregating to approximately ^40,000 lakhs and an offer for sale of
11,79,244 Equity Shares aggregating to approximately ^5,000 lakhs by the Promoter Selling Shareholders, at an issue price
of ^424 per Equity Share. The Equity Shares of the Company commenced trading on BSE Limited and NSE on July 24, 2026.
The net proceeds of the fresh issue are proposed to be utilised for (i) repayment/prepayment of certain borrowings of the
Company; (ii) funding capital expenditure for the purchase of commercial vehicles and plant and machinery; and (iii) general
corporate purposes. This is, in the Board's view, the single most significant event in the Company's history during the period
under review and immediately thereafter.
5. Share Capital
Authorised Share Capital
The Authorised Share Capital of the Company as on March 31, 2026, is ^70,00,00,000/-, divided into 7,00,00,000 Equity
Shares of ^10/- each. There was no change in the Authorised Share Capital of the Company during FY 2025-26 under
review.
Paid-up Share Capital
The paid-up Share Capital of the Company as on March 31, 2026, is ^53,58,33,330/-, divided into 5,35,83,333 Equity
Shares of ^10/- each. There was no change in the paid-up Share Capital of the Company during FY 2025-26 under review.
The Promoters of the Company held 92.66% of the Equity Shares of the Company as on March 31, 2026. All Equity Shares
of the Company as on March 31, 2026, were held in dematerialised form.
Note: Subsequent to the end of FY 2025-26, the paid-up Share Capital of the Company has increased as follows:
|
Sr. No.
|
Particulars
|
No. of Equity Shares
|
Amount (^)
|
|
1
|
Paid-up Share Capital as on March 31, 2026
|
5,35,83,333
|
53,58,33,330
|
|
2
|
Add: Allotment pursuant to Pre-IPO Placement I
(June 17, 2026)
|
14,15,095
|
1,41,50,950
|
|
3
|
Add: Allotment pursuant to Pre-IPO Placement II (June 27, 2026)
|
9,43,395
|
94,33,950
|
|
4
|
Add: Allotment pursuant to the Fresh Issue under the IPO
(July 23, 2026)
|
94,33,962
|
9,43,39,620
|
| |
Paid-up Share Capital as on the date of this Report
|
6,53,75,785
|
65,37,57,850
|
The above increase in paid-up Share Capital pursuant to the Pre-IPO Placements and the Fresh Issue under the Initial Public
Offer has also been referred to in paragraph 8 (Material Changes and Commitments Affecting the Financial Position of the
Company) of this Report.
6. Change in the Nature of Business
There has been no change in the nature of the business of the Company during the year under review.
7. Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review, as stipulated under the Listing Regulations, is
presented in a separate section, forming part of the Annual Report.
8. Material Changes and Commitments Affecting the Financial Position of the Company
Pursuant to Section 134(3)(l) of the Companies Act, 2013, your Directors confirm that, except as disclosed below, there
have been no material changes and commitments affecting the financial position of the Company which have occurred
between the end of FY 2025-26 (March 31, 2026) and the date of this Report:
• Pursuant to a joint venture arrangement, the Company incorporated a special purpose vehicle, Vadakhol Asoli Mining
Private Limited, on April 25, 2026, for the execution/development of a critical mineral mining project. CMLL holds 40%
of the shareholding in this entity, which is accordingly treated as an Associate Company.
• The Company, in consultation with the Book Running Lead Manager, undertook Pre-IPO Placements of Equity Shares
aggregating to ^10,000 lakhs, comprising two tranches. The first tranche of ^6,000 lakhs was approved by the Board
of Directors on June 12, 2026, and by the Shareholders on June 13, 2026. The second tranche of ^4,000 lakhs was
approved by the Board of Directors on June 23, 2026, and by the Shareholders on June 24, 2026.
• The Company completed its Initial Public Offer, and its Equity Shares were listed on BSE Limited and NSE on July 24,
2026, as described in paragraph 4 above.
9. Subsidiaries, Joint Ventures and Associate Companies
As on March 31, 2026, the Company had the following subsidiaries, step-down subsidiary and associate companies:
|
Name of entity
|
Relationship
|
% holding as at March 31, 2026
|
|
Caliber Mines and Minerals Private Limited
|
Subsidiary
|
99.99%
|
|
Caliber Natural Resources Private Limited
|
Subsidiary
|
99.99%
|
|
Chadda Infraprojects LLP
|
Step-down subsidiary
|
98.00%
|
|
Caliber Foundation (Section 8 company)
|
Associate (not-for-profit; not equity
accounted - see Note below)
|
40.00%
|
In addition, the Company is a member/partner in the following Associations of Persons (AOPs)/Joint Arrangements formed
for the execution of specific mining contracts:
|
AOP / Joint Arrangement
|
CMLL’s Share/
Interest
|
Remarks
|
|
MEC and CMPL Joint Venture
|
50%
|
Comprises three sites: Pauni II - 99%; Lalpeth - 50%; Majri - 80%
|
|
CMPL SCR Joint Venture
|
51%
|
-
|
|
CMPL Consortium
|
99%
|
-
|
|
SKC and CMPL Joint Venture
|
20%
|
-
|
|
Caliber (JV)
|
60%
|
-
|
|
CMPL Unique Joint Venture
|
80%
|
-
|
Caliber Foundation, a Section 8 (not-for-profit) company over which the Company holds significant influence, has not been
equity accounted in the Consolidated Financial Statements as the Company neither controls nor derives economic benefit
or returns from this entity, consistent with the principles under Ind AS 28 and Ind AS 110.
As required under the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's subsidiaries
and associates In Form AOC-1 is annexed to this Report as Annexure - I.
Vadakhol Asoli Mining Private Limited, incorporated after the year-end (see paragraph 8 above) with 40% CMLL shareholding,
will be reported as an Associate Company from FY 2026-27 onwards.
10. Consolidated Financial Statements
In accordance with Section 129(3) of the Companies Act, 2013 and the applicable Indian Accounting Standards (Ind AS 110
and Ind AS 28), the Consolidated Financial Statements of the Company and its subsidiaries and associates for FY 2025-26
have been prepared and form part of this Annual Report, together with the Statement in Form AOC-1. The Consolidated
Financial Statements have been prepared on the same accounting policies as those followed for the Standalone Financial
Statements, save as otherwise disclosed in the notes thereto.
11. Deposits
During FY 2025-26, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended. Consequently, there
are no unpaid or unclaimed deposits as at the end of the financial year and no disclosures under Rule 8(5)(v) and (vi) of the
Companies (Accounts) Rules, 2014 are required.
12. Particulars of Loans, Guarantees or Investments under Section 186
Particulars of loans given, investments made, guarantees given and securities provided, together with the purpose for which
the loan, guarantee or security is proposed to be utilised, are disclosed in the notes to the Standalone Financial Statements
for FY 2025-26. Save as disclosed therein, all other loans, guarantees and investments made by the Company during the
year were in compliance with Section 186 of the Companies Act, 2013.
13. Particulars of Contracts or Arrangements with Related Parties
All contracts/arrangements/transactions entered into by the Company with related parties during FY 2025-26 were in
the ordinary course of business and on an arm's length basis. The Company has formulated a Policy on Related Party
Transactions in accordance with Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI Listing Regulations
(as will be applicable upon listing), which is available on the Company's website. Disclosures required under Section 134(3)
(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2, annexed to this Report as
Annexure - II.
Key remuneration-related related-party transactions (FY 2025-26, ^ lakhs)
|
Name
|
Relationship / Designation
|
FY 2025-26
|
FY 2024-25
|
|
Mohit Satishkumar Chadda
|
Chairman & Managing Director - remuneration
|
240.00
|
180.00
|
|
Rahul Roshanlal Chadda
|
Whole-time Director - remuneration
|
240.00
|
180.00
|
|
Manish Krishanlal Chadda
|
Whole-time Director - remuneration
|
240.00
|
180.00
|
|
Priya Anuj Chadda
|
Whole-time Director - remuneration
|
162.26
|
69.00
|
|
Nikhil Karwa
|
Chief Financial Officer - remuneration
|
30.00
|
15.00
|
|
Riddhi Harish Varma
|
Company Secretary - remuneration
|
8.91
|
2.70
|
|
Kawal K. Jaggi
|
Independent Director - sitting fees
|
1.25
|
0.75
|
|
Anil Kumar Jha
|
Independent Director - sitting fees
|
1.35
|
1.00
|
|
Rajendra Prasad Shukla
|
Independent Director - sitting fees
|
1.45
|
2.25
|
|
Balasubramanyam Danturti
|
Independent Director - sitting fees
|
1.20
|
-
|
The Board confirms that no materially significant related-party transactions were entered into by the Company that may
have had a potential conflict with the interests of the Company at large. Full particulars of related-party balances and
transactions are set out in the notes to the Standalone and Consolidated Financial Statements.
14. Corporate Social Responsibility (CSR)
In terms of Section 135 of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits
made during the three immediately preceding financial years towards CSR activities. The Board has constituted a Corporate
Social Responsibility Committee, the current composition of which is set out below:
|
Name of Director
|
Designation
|
Position in Committee
|
|
Rahul Roshanlal Chadda
|
Whole-time Director
|
Chairman
|
|
Anil Kumar Jha
|
Independent Director
|
Member
|
|
Priya Anuj Chadda
|
Whole-time Director
|
Member
|
|
Manish Krishanlal Chadda
|
Whole-time Director
|
Member
|
CSR spend (^ lakhs)
|
Particulars
|
FY 2025-26
|
FY 2024-25 FY 2023-24
|
|
Amount required to be spent during the year (2% of average net profit)
|
283.00
|
176.00 106.53
|
|
Amount approved by the Board to be spent during the year
|
284.40
|
176.00 110.05
|
|
Actual amount spent during the year
|
290.00
|
182.50 110.05
|
|
(Short) / excess spent during the year
|
7.00
|
6.50 3.52
|
The CSR expenditure for FY 2025-26 was principally directed towards promoting education (including special education)
and vocational skills, and livelihood enhancement projects, in accordance with Schedule VII to the Companies Act, 2013.
The excess amount spent in FY 2025-26 is available to be set off against CSR obligations in subsequent financial years, in
accordance with Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Annual Report on CSR
activities, in the format prescribed under Rule 8 of the said Rules, is annexed to this Report as Annexure - III.
15. Directors and Key Managerial Personnel
(a) Composition of the Board of Directors as on the date of this Report
|
Name
|
DIN
|
Designation
|
|
Mohit Satishkumar Chadda
|
06894670
|
Chairman and Managing Director (Promoter)
|
|
Manish Krishanlal Chadda
|
07779782
|
Whole-time Director (Promoter)
|
|
Rahul Roshanlal Chadda
|
06900066
|
Whole-time Director (Promoter)
|
|
Priya Anuj Chadda
|
08099989
|
Whole-time Director (Promoter)
|
|
Anil Kumar Jha
|
06645361
|
Independent Director
|
|
Rajendra Prasad Shukla
|
08847962
|
Independent Director
|
|
Kawal K. Jaggi
|
00568871
|
Independent Director
|
|
Balasubramanyam Danturti
|
10753430
|
Independent Director
|
Mrs. Priya Anuj Chadda was appointed as Whole-Time Director of our Company pursuant to Board resolution dated
November 13, 2024, which was further ratified by the shareholders resolution dated November 18, 2024, up to the
next annual general meeting with effect from November 18, 2024. Further, vide Shareholders' resolution at the AGM
of our Company held on August 8, 2025, she was reappointed for a period of 5 years with effect from August 08, 2025,
up to August 07, 2030.
Mr. Balasubramanyam Danturti was appointed as an Additional Director in the Independent Director category with
effect from April 26, 2025, and was subsequently regularised/re-appointed as an Independent Director with effect
from August 8, 2025.
(b) Key Managerial Personnel
|
Name
|
Designation
|
|
Mohit Satishkumar Chadda
|
Chairman and Managing Director
|
|
Nikhil Karwa
|
Chief Financial Officer
|
|
Riddhi Harish Varma
|
Company Secretary and Compliance Officer
|
There has been no change in the Key Managerial Personnel of the Company during FY 2025-26.
All appointments of Directors and KMP during the
year were made in accordance with the applicable
provisions of the Companies Act, 2013 and, in
respect of Independent Directors, the criteria of
independence prescribed under Section 149(6) of
the Act.
(c) Independent Directors
• The Company has received declarations
from all Independent Directors confirming
that they meet the criteria of independence
as prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b)
of the SEBI Listing Regulations.
• The Board of Directors is of the opinion that
all the Independent Directors meet the criteria
regarding integrity, expertise, experience and
proficiency.
• In terms of Regulation 25(8) of Listing
Regulations, all the Independent Directors
have confirmed that they are not aware of any
circumstance or situation, which exists or may
be reasonably anticipated, that could impair or
impact their ability to discharge their duties
with an objective independent judgement and
without any external influence.
In the opinion of the Board, there has been
no change in the circumstances affecting
their status as Independent Directors of the
Company and the Independent Directors are
persons of high repute, integrity and possess
relevant expertise and experience in the
respective fields. Further, in terms of Section
150 read with Rule 6 of the Companies
(Appointment & Qualification of Directors)
Rules, 2014, as amended, the Independent
Directors of the Company have registered
their names in the data bank of Independent
Directors maintained with the Indian Institute
of Corporate Affairs.
18. Committees of the Board
• During the year under review, the Non¬
executive Directors of the Company had no
pecuniary relationship or transactions with the
Company. Further, Independent Directors had
no pecuniary relationship or transactions with
the Company, other than sitting fees.
(d) Directors liable to retire by rotation
In terms of Section 152 of the Companies Act, 2013,
Mr. Rahul Roshanlal Chadda retires by rotation at
the ensuing Annual General Meeting and, being
eligible, offers himself for re-appointment. The
Board recommends his re-appointment.
16. Board Evaluation
Pursuant to the provisions of the Companies Act,
2013 and (as will apply post-Listing) the SEBI Listing
Regulations, the Board carried out an annual evaluation of
its own performance, the performance of its committees,
and the performance of individual Directors, including
the Chairman. The evaluation was based on criteria such
as Board composition and structure, effectiveness of
Board processes, quality of information and discussion,
governance and compliance oversight, and contribution
of individual Directors. The evaluation of Independent
Directors was carried out by the entire Board, excluding
the Director being evaluated. The Independent Directors,
at their meeting, reviewed the performance of Non¬
Independent Directors, the Board as a whole, and the
Chairman, considering the views of Executive and Non¬
executive Directors.
17. Number of Meetings of the Board
During FY 2025-26, the Board of Directors met 4 times,
in compliance with the requirements of Section 173
of the Companies Act, 2013 and Secretarial Standard
- 1 issued by the Institute of Company Secretaries of
India (“SS-1”). The maximum interval between any two
meetings did not exceed 120 days. Requisite quorum
was present at all meetings. Details of the dates of
the meetings and attendance of Directors has been
maintained in the Company's statutory registers and
disclosed in the Corporate Governance Report.
In terms of the Companies Act, 2013 and in preparation for compliance with the SEBI Listing Regulations upon Listing, the
Board has constituted the following Committees:
(a) Audit Committee
|
Name of Director
|
Designation
|
Position in Committee
|
|
Rajendra Prasad Shukla
|
Independent Director
|
Chairman
|
|
Manish Krishanlal Chadda
|
Whole-time Director
|
Member
|
|
Balasubramanyam Danturti
|
Independent Director
|
Member
|
The Audit Committee, constituted in compliance with Section 177 of the Companies Act, 2013 and Regulation 18
of the SEBI Listing Regulations, oversees the Company's financial reporting process, recommends appointment and
remuneration of statutory, internal and cost auditors, reviews related-party transactions, and monitors the use of Offer
proceeds, among other responsibilities set out in its terms of reference.
(b) Nomination and Remuneration Committee
|
Name of Director
|
Designation
|
Position in Committee
|
|
Anil Kumar Jha
|
Independent Director
|
Chairman
|
|
Rajendra Prasad Shukla
|
Independent Director
|
Member
|
|
Kawal K. Jaggi
|
Independent Director
|
Member
|
(c) Corporate Social Responsibility Committee
Composition set out at paragraph 14 above.
(d) Stakeholders’ Relationship Committee
|
Name of Director
|
Designation
|
Position in Committee
|
|
Rajendra Prasad Shukla
|
Independent Director
|
Chairman
|
|
Manish Krishanlal Chadda
|
Whole-time Director
|
Member
|
|
Rahul Roshanlal Chadda
|
Whole-time Director
|
Member
|
(e) IPO Committee
An IPO Committee of the Board was constituted
to oversee and carry out matters incidental to the
Initial Public Offer, including finalisation of the
offer structure, pricing and allotment. With the
successful completion of the Offer and Listing on
July 24, 2026, the mandate of the IPO Committee
has been substantially fulfilled.
19. Policy on Appointment of Directors and Remuneration
The Nomination and Remuneration Committee has
formulated criteria for determining qualifications,
positive attributes and independence of Directors, and
a policy on remuneration of Directors, Key Managerial
Personnel and other employees, in accordance with
Section 178(3) of the Companies Act, 2013. The Board
affirms that the remuneration paid to Directors during
FY 2025-26 was in accordance with the terms approved
by the Shareholders/Nomination and Remuneration
Committee, as applicable, and the policy is available on
the Company's websitehttps://cmll.in/policies/
20. Vigil Mechanism / Whistle-Blower Policy
In accordance with Section 177(9) and (10) of the
Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of the SEBI Listing Regulations, the
Company has adopted a Vigil Mechanism/Whistle-
Blower Policy that provides a platform for Directors,
employees and other stakeholders to report genuine
concerns regarding unethical conduct, actual or
suspected fraud, or violation of the Company's Code
of Conduct, without fear of victimisation, and provides
direct access to the Chairman of the Audit Committee
in appropriate cases. No personnel have been denied
access to the Audit Committee in this regard.
21. Internal Financial Controls
The Company has in place adequate internal financial
controls commensurate with the size, scale and nature
of its operations. These controls have been designed
to ensure orderly and efficient conduct of business,
safeguarding of assets, prevention and detection of fraud
and error, accuracy and completeness of accounting
records, and timely preparation of reliable financial
information. The Statutory Auditors, as part of their
audit, have also reported on the adequacy and operating
effectiveness of the Company's internal financial controls
over financial reporting.
22. Risk Management
The Company has a structured risk management
framework to identify, assess and mitigate risks that
may threaten the achievement of its business objectives.
Key risks monitored by the Board include, among others:
dependence on a limited number of large customers
(Coal India subsidiaries WCL and NCL); contract-renewal
and tendering risk; regulatory risk relating to coal mining
and environmental laws; fuel price volatility (diesel being
a significant cost component); credit and liquidity risk;
interest rate and currency risk; fleet and equipment
breakdown risk; and information technology/cyber-
security risk. The Company maintains insurance cover
consistent with industry practice, has implemented ERP
systems across its operations for real-time monitoring,
and has obtained requisite licences (including from the
Petroleum and Explosives Safety Organisation for its
mine sites) to manage regulatory and operational risk.
In the opinion of the Board, there is no element of
risk which, in its view, threatens the existence of the
Company.
23. Auditors
(a) Statutory Auditors and Audit Report
M/s Kailash Chand Jain & Co., Chartered
Accountants (ICAI Firm Registration No. 112318W),
are the Statutory Auditors of the Company. Pursuant
to Section 139 of the Companies Act, 2013, M/s
Kailash Chand Jain & Co. were appointed as the
Statutory Auditors of the Company at the 9th Annual
General Meeting of the Company for a period of five
years, to hold office from the conclusion of the 9th
Annual General Meeting until the conclusion of the
14th Annual General Meeting to be held in the year
2028. The Auditors' Report on the Standalone and
Consolidated Financial Statements for FY 2025¬
26 does not contain any qualification, reservation,
adverse remark or disclaimer, and there have been
no instances of fraud reported by the Statutory
Auditors under Section 143(12) of the Companies
Act, 2013.
(b) Secretarial Auditor and Secretarial Audit Report
Pursuant to Section 204 of the Companies Act,
2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, M/s. PDTS & Associates, Practising
Company Secretaries, (FRN P2025MH104400)
were appointed as the Secretarial Auditors of
the Company for the financial year 2025-26. The
Secretarial Audit Report in Form MR-3 issued to
the shareholders of the Company for the financial
year ended March 31, 2026, does not contain any
qualification or adverse remarks and forms part of
the Annual Report as Annexure IV to the Board's
Report.
As the Company's Equity Shares were listed only on
July 24, 2026, i.e., after the close of the financial year
2025-26, the requirement to submit a Secretarial
Compliance Report under Regulation 24A of the
SEBI Listing Regulations will apply prospectively
from the financial year 2026-27.
(c) Cost Auditor
Based on the nature of the Company's activities, the
maintenance of cost records and cost audit under
Section 148 of the Companies Act, 2013 and the
Companies (Cost Records and Audit) Rules, 2014
are not applicable to the Company for FY 2025-26.
(d) Internal Auditor
Pursuant to the provisions of Section 138 read
with Rule 13 of the Companies (Accounts) Rules,
2014 and Section 179 read with Rule 8(4) of the
Companies (Meetings of Board and its Powers)
Rules, 2014, M/s. Abhijit Kelkar & Co., Chartered
Accountants (Firm Registration No. 121920W),
were appointed as the Internal Auditors of the
Company for the financial year 2025-26.
Deviations, if any, are reviewed periodically and due
compliance is ensured. The summary of significant
audit observations, along with recommendations
and the status of their implementation, is reviewed
by the Audit Committee and any concerns, if any,
are reported to the Board.
24. Significant and Material Orders Passed by Regulators or
Courts
During the year under review, there were no other
significant or material orders passed by any regulator,
court or tribunal during FY 2025-26 that would impact
the going concern status of the Company or its future
operations.
25. Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo
Particulars required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 are given below:
(A) Conservation of energy
(i) The steps taken or impact on conservation of
energy
The Company continues to optimise fuel
(diesel) consumption across its fleet of tippers,
loaders, excavators and tip-trailers through
route planning, preventive maintenance and
monitoring of vehicle utilisation.
(ii) The steps taken by the Company for utilizing
alternate sources of energy
The Company is conscious of the need to
promote the use of alternate sources of
energy and continues to assess opportunities
for adopting renewable and energy-efficient
solutions, wherever feasible and commercially
viable.
(iii) The capital investment on energy conservation
equipment
No specific additional capital investment on
energy conservation equipment was made
during the year.
(B) Technology absorption
(i) The efforts made towards technology
absorption
The Company has implemented Enterprise
Resource Planning (ERP) systems across its
operations - covering procurement, dispatch
and accounting - with all branch offices
connected to a central IT network for real-time
monitoring of operations.
(ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution:
These measures have enhanced operational
efficiency and real-time visibility across the
Company's operations, resulting in improved
coordination between branch offices and
better monitoring of costs.
(iii) In case of imported technology (imported
during the last three years reckoned from the
beginning of the FY)
No technology was imported during the year
under review.
(iv) Expenditure incurred on Research &
Development
Nil
(C) Foreign exchange earnings and outgo
There were no foreign exchange earnings and outgo
during FY 2025-26.
26. Annual Return
Pursuant to Section 92(3) and Section 134(3)(a) of
the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company in Form MGT-7
for FY 2025-26 will be made available on the Company's
website athttps://cmll.in/ upon filing with the Registrar
of Companies.
27. Particulars of Employees
The statement containing remuneration details as
required under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, (“Rules”) is
provided in Annexure-V to this report.
In terms of Section 197(12) of the Act, read with Rule
5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, there are no employees in the Company drawing
remuneration in excess of the limits prescribed under
the said Rules. Accordingly, the disclosure in this regard
is not applicable to the Company.
Workforce as at March 31,2026
|
Department / Function
|
Number of employees
|
|
Coal extraction and overburden removal
|
269
|
|
Logistics operations
|
3,299
|
|
Management and administration
|
293
|
|
Non-technical staff
|
129
|
|
Mechanics and maintenance staff
|
397
|
|
Health, safety and environment staff
|
2
|
|
Others (maintenance and helpers)
|
901
|
|
Tender and bidding team
|
3
|
|
Retainers
|
4
|
|
Total
|
5297
|
The Company does not have any registered trade unions in respect of its operations and did not experience any disruption
on account of labour-related disputes, including strikes or lockouts, during FY 2025-26.
28. Corporate Governance and Listing Compliance
Your Company has complied with the applicable
corporate governance requirements under the Act and
SEBI Listing Regulations. A separate section on corporate
governance, along with a certificate from the practicing
company secretary confirming Corporate Governance
compliances is annexed as Annexure-VI to this report.
29. Disclosure under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013
The Company has constituted an Internal Complaints
Committee in accordance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and has adopted a policy against
sexual harassment at the workplace, applicable to
all employees. During FY 2025-26, no complaints of
sexual harassment were received by the Company
and, accordingly, there were no complaints pending or
requiring disposal as at the end of the financial year.
30. Compliance with Secretarial Standards
During FY 2025-26, the Company has complied with
the applicable Secretarial Standards on Meetings of the
Board of Directors (SS-1) and on General Meetings (SS-2)
issued by the Institute of Company Secretaries of India.
31. Directors’ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act,
2013, and based on the information and explanations
obtained, your Directors confirm that, to the best of their
knowledge and belief:
• in the preparation of the annual accounts for FY
2025-26, the applicable accounting standards
have been followed, along with proper explanation
relating to material departures, if any;
• the Directors have 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 as at March 31, 2026, and of the
profit of the Company for the year ended on that
date;
• 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;
• the Directors have prepared the annual accounts on
a going-concern basis;
• the Directors have laid down internal financial
controls to be followed by the Company, and that
such internal financial controls are adequate and
were operating effectively during FY 2025-26; and
• the Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws, and that such systems are adequate
and operating effectively.
32. Human Resources, Information Technology and
Insurance
Your Company recognises that its workforce of 5,297
employees is central to safe and efficient execution
of its mining and logistics contracts. The Company
continues to invest in training, safety protocols
(including licences from the Petroleum and Explosives
Safety Organisation for its mine sites) and its health,
safety and environment function. On the information
technology front, the Company has implemented ERP
systems across procurement, dispatch and accounting
functions, with firewalls at its Nagpur and Chandrapur
offices and network-attached storage arrangements
for backup and disaster recovery at both locations. The
Company maintains insurance cover for its fleet, plant
and machinery and operations, consistent with prevailing
industry practice, though such cover remains subject to
customary limits and exclusions.
33. Details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 Of
2016) during the year along with their status as at the
end of the financial Year
No application was made or proceedings were pending
under the Insolvency and Bankruptcy Code, 2016 (31 Of
2016) during the financial year.
34. 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
There were no differences observed 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 during the financial year.
35. Disclosure regarding frauds
During the year, there were no frauds reported by the Auditors to the Audit Committee, the Board or to the Central
Government under Section 143(12) of the Act.
36. Disclosure with respect to demat suspense account/unclaimed suspense account
During the year, the Company has not transferred any equity shares to Company's unclaimed suspense Account
37. Acknowledgements
Your directors place on record their sincere appreciation for the continued trust, co-operation and support extended by the
Company's customers - in particular Western Coalfields Limited and Northern Coalfields Limited - as well as its lenders,
bankers, vendors, business associates, joint venture partners, regulatory and statutory authorities, and the Stock Exchanges.
The Board also welcomes the new public shareholders who have joined the Company's register following the successful
Initial Public Offer and Listing and looks forward to their continued support as the Company embarks on its journey as a
listed entity. Finally, the Board places on record its deep appreciation for the dedication, hard work and professionalism of
all employees of the Company, which has been instrumental to the performance achieved during FY 2025-26.
For and on behalf of the Board of Directors of
Caliber Mining and Logistics Limited
Mohit Satishkumar Chadda Rahul Roshanlal Chadda
Chairman and Managing Director Whole-time Director
DIN: 06894670 DIN:06900066
Place: Nagpur
Date: August 11, 2026
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