Your Directors hereby present their 56th Annual Report on the business and operations together with the Audited
Accounts of the Company for the year ended March 31,2026.
SUMMARY OF FINANCIAL RESULTS: (Rs. in Lakhs)
|
Particulars
|
2025-26
|
2024-25
|
|
Total Revenue
|
18,173.98
|
8760.23
|
|
Total Expenses
|
21,293.05
|
10,502.45
|
|
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax
|
(1,603.99)
|
(1,439.47)
|
|
Depreciation
|
1,154.71
|
112.76
|
|
Interest
|
360.36
|
189.99
|
|
Profit/(Loss) before Exceptional Item and Tax
|
(3,119.07)
|
(1,742.22)
|
|
Exceptional Items (net)
|
-
|
-
|
|
Profit/(Loss) before Tax
|
(3,119.07)
|
(1,742.22)
|
|
Tax Expenses
|
-
|
(125.40)
|
|
Profit/(Loss)for the year
|
(3,119.07)
|
(1,612.82)
|
|
Other Comprehensive Income
|
12.37)
|
4.07
|
|
Total Comprehensive Income
|
(3,121.44)
|
(1,612.75)
|
|
Earnings per share
|
(302)
|
(174)
|
Consolidated (Rs. in Lakhs
|
Particulars
|
2025-26
|
2024-25
|
|
Total Revenue
|
18,173.98
|
8,760.23
|
|
Total Expenses
|
21,293.05
|
10,502.45
|
|
(Profit/Loss) before Depreciation, Interest, Exceptional Item and Tax
|
(1,603.99)
|
(1,439.47)
|
|
Depreciation
|
1,154.71
|
112.76
|
|
Interest
|
360.36
|
189.99
|
|
Profit/(Loss) before Exceptional Item and Tax
|
(3,119.07)
|
(1,742.22)
|
|
Exceptional Items (net)
|
-
|
-
|
|
Profit/(Loss) before Tax
|
(3,119.07)
|
(1,742.22)
|
|
Tax Expenses
|
-
|
(125.40)
|
|
Share in Profit/(Loss) of Associate
|
(4,099.46)
|
-
|
|
Profit/(Loss) for the Year
|
(7,218.53)
|
(1,616.82)
|
|
Other Comprehensive Income
|
(2.37)
|
4.07
|
|
Total Comprehensive Income
|
(7,220.90)
|
(1,612.75)
|
|
Earnings per Share (?)
|
(7.00)
|
(1.74)
|
During the financial year under review, the Company recorded a Total Income of Rs. 18,173.98 lakhs as against
Rs. 8,760.23 lakhs in the previous financial year. The Company incurred a Loss of Rs. 3,119.07 lakhs for the year ended
31st March 2026, compared to a Loss of Rs. 1,616.82 lakhs in the previous year. Despite the increase in losses, the Board
and Management are continuously taking necessary steps to improve operational efficiency, optimize costs, strengthen
business operations, and enhance the overall financial performance of the Company.
The management continues to closely monitor the business environment and implement appropriate strategies to mitigate
risks and improve profitability.
DIVIDEND
The Board of Directors of the Company has not
recommended any dividend for the financial year ended
31st March, 2026. The Company has adopted a Dividend
Distribution Policy in accordance with the provisions
of the Companies Act, 2013 and applicable SEBI
Regulations. The Policy is available on the Company’s
website i.e www.kotharis.in.
PERFORMANCE
During the financial year under review, the management
has undertaken various initiatives to improve the
operational and financial performance of the Company
and focuses on prudent financial management and
strategic initiatives aimed at improving its overall
performance and creating long-term value for its
stakeholders.
The Board remains confident that the steps being
implemented by the management will contribute towards
improving the Company’s financial performance in the
coming years.
CHANGE IN NATURE OF BUSINESS IF ANY:
During the financial year under review, the Company
acquired the business undertaking of Parveen
Roadways, a sole proprietorship established in
1994, through a Slump Sale on a going concern
basis. Parveen Roadways is engaged in the Facility
Management and Logistics & Transportation business,
with a strong presence in the railway sector, providing
services including material handling, scrap clearance,
housekeeping, vehicle rental, ground handling, and
other allied support services.
Consequent to the aforesaid acquisition, the Company
has expanded its business operations by entering the
Facility Management and Logistics & Transportation
sectors. The acquisition is expected to diversify the
Company’s business portfolio, strengthen its service
capabilities, enhance its customer base, and contribute
positively to the Company’s turnover, profitability, and
long-term sustainable growth.
Other than the aforesaid expansion, there was no
change in the nature of the business of the Company.
PROSPECTS
The Company remains focused on strengthening
its business operations and enhancing long-term
stakeholder value through strategic initiatives and
operational excellence.
The management continues to explore opportunities for
sustainable growth by expanding its market presence,
improving operational efficiencies, and strengthening its
core businesses.
SHARE CAPITAL:
|
Share Capital
|
31.03.2026
|
31.03.2025
|
|
(Amount in INR)
|
|
a) Authorized Share
Capital
15,00,00,000 Equity
Shares of Rs.5/- each
|
75,00,00,000
|
25,00,00,000
|
|
b) Issued, Subscribed
and fully Paid-up
Share Capital
10,80,21,773 Equity
shares of Rs.5 each
|
54,01,08,865
|
46,35,90,525
|
During the financial year, the Company made preferential
allotments of equity shares to Promoters and Non¬
Promoters. The particulars of such allotments are given
below.
|
Date of Allotment
|
No. of shares issued
|
|
08-04-2025
|
10,15,000
|
|
23-07-2025
|
1,27,37,600
|
|
02-08-2025
|
4,20,000
|
|
29-11-2025
|
11,31,068
|
|
Total
|
1,53,03,668
|
TRANSFER TO RESERVES
Your company has not transferred any amount to the
reserves for the year ended 31 st March, 2026 in the
absence of profit.
MANAGEMENT DISCUSSION AND ANALYSIS &
CORPORATE GOVERNANCE:
In terms of provisions of Regulation 34 of Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations, 2015,
(hereinafter referred to as Listing Regulations) the
Management Discussion and Analysis Report is
appended as Annexure I to this report.
PARTICULARS OF EMPLOYEES:
The details of remuneration of Directors and Employees
in accordance with the provisions of Section 197(12)
of the Companies Act, 2013, read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is appended as
Annexure II to this report.
The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the
report and the accounts are being sent to the Members
excluding the aforesaid annexure. In terms of Section
136 of the Act, the said statement is open for inspection
and any Member interested in obtaining a copy of
the same may write to the Company Secretary at
companvsecretarv@kotharis.in.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Change in Board Constitution and KMP
i) Mr. Hari Kishore CFO, resigned from his office on
16.08.2025 and Mr. V Anand was appointed as the
CFO w.e.f 28.10.2025.
ii) Mr. V Anburaj resigned from his office of Independnet
directorship w.e.f 15.05.2025.
iii) Mr. Gunasekaran, Independent Director completed
his 2nd tenure of directorship w.e.f 29.10.2025.
iv) Mr. Gnanasambandham Venkatraghavn, was
appointed as the additional director cum Independent
Director w.e.f 05.05.2025 and subsequently
appointed as Independent director in the extra
ordinary general meeting held on 13.06.2025.
v) Mr. Ravikumar Perumal, was appointed as the
additional director cum Independent Director
w.e.f 29.10.2025 and subsequently appointed as
Independent director in the extra ordinary general
meeting held on 27.01.2026.
vi) Mrs. Priya Rao, was appointed as the additional
director cum Women Independent Director w.e.f
16.02.2026 and subsequently appointed as
Independent director through Postal ballot held on
Friday, April 24, 2026.
vii) Ms. Sulaiha Banu, was appointed as the additional
director cum Director w.e.f 20.03.2026 and
subsequently appointed as Independent director
through Postal ballot held on Friday, April 24, 2026.
B) Details with regards to meeting of Board of Directors and KMP during the Financial Year of the Company
(i) Composition of the Board of Directors as on 31-03-2026 is mentioned below:
|
Name of the Director
|
Designation
|
Category
|
|
Mr. J Rafiq Ahmed
|
Executive Chairman & Managing Director
|
Executive Director
|
|
Mrs.Thoopjlamudu Arulpathy
Rajalaxmi
|
Director
|
Non-executive - Non Independent
Director
|
|
Mr. Gnanasambandam
Venkatraghavan
|
Director
|
Non-executive - Independent
Director
|
|
Mrs. Priya Rao
|
Additional Director
|
Non-Executive - Women
Independent Director
|
|
Ms. Rafiq Ahmed Sulaiha Banu
|
Additional Director
|
Non-Executive - Non Independent
Director
|
|
Mr. RaviKumar Perumal
|
Director
|
Non-Executive - Independent
Director
|
|
Mr. Anil Kumar Padhiali
|
Company Secretary and Compliance
officer
|
NA
|
|
Mr. V Anand
|
CFO
|
NA
|
(ii) Board meeting:
During the year 15 Board Meetings were held,
the details of which are given in the Corporate
Governance Report. The intervening gap between
two meetings was within the period as prescribed
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015.
(iii) Declaration by Independent Directors:
The Company has received necessary declaration
from each Independent Director of the Company
under Section149(7) of the Companies Act, 2013
and Regulation 16 of the SEBI (LODR) Regulations,
2015 that the Independent Directors of the Company
continues to meet the criteria of their Independence laid
down in Section 149(6) and continue to be included
in the Data Bank maintained by the Indian Institute
of Corporate Affairs and the Online proficiency self¬
assessment test requirement pursuant to Rule 6(4) of
Companies (Appointment and Qualification of Directors)
Rules, 2014.
A policy on familiarization program for Independent
Directors has also been adopted by the Company and
is put up on the website of the company www.kotharis.
in. All new Independent Directors (IDs) included in the
Board are presented with an overview of the Company’s
business operations, products, organization structures
and about the Board Constitutions and its procedures..
During the year under review, the Independent Directors
met on 19/03/2026.
(iv) Policy on Directors’ Appointment and
Remuneration:
The Policy of the Company on Director’s Appointment
and Remuneration, including criteria for determining
qualifications, positive attributes, independence of
director and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by
the Board, is posted on the website of the Company
www.kotharis.in. We affirm that the Remuneration paid
to the director is as per the terms laid out in the said
policy.
(v) Details of Key Managerial Personnel:
The following are Key Managerial Personnel:
Mr. J Rafiq Ahmed, Executive Chairman and Managing
Director
Mr. Anil Kumar Padhiali, Company Secretary and
Compliance officer
Mr. Anand V, Chief financial officer
COMPOSITION OF BOARD’S COMMITTEES:
Currently, the Board has four Committees: The
Audit Committee, the Nomination and Remuneration
Committee, the Stakeholder’s Relationship Committee
and the Risk Management Committee. All Committees
are appropriately constituted. Details of the all committee
are provided in the Corporate Governance Report.
BOARD EVALUATION:
Annual evaluation of the performance of the Board, its
Committees and of individual directors has been made,
pursuant to the section 134(3) of the Companies Act,
2013.
The Nomination and Remuneration Committee (“NRC”)
reviewed the annual performance of the individual
Directors.
In a separate meeting of Independent Directors,
performance of non-Independent Directors,
performance of the Board as a whole was evaluated.
DETAILS IN RESPECT OF FRAUDS:
During the year under review, the Statutory Auditors did
not report any instance of fraud committed against the
Company by its officers or employees under Section
143(12) of the Companies Act, 2013. Accordingly,
no disclosure in this regard is required in the Board’s
Report.
VIGIL MECHANISM:
The Company has established a robust Vigil Mechanism
to provide Directors and employees with a secure and
confidential channel to report genuine concerns relating
to unethical behaviour, actual or suspected fraud,
malpractice, or any other misconduct that may be
prejudicial to the interests of the Company.
The Whistle Blower Policy provides adequate
safeguards against victimisation of persons who avail
of the mechanism and ensures direct access to the
Chairperson of the Audit Committee in appropriate
cases.
The Company affirms that no Director or employee
has been denied access to the Audit Committee. The
Whistle Blower Policy is available on the Company’s
website at www.kotharis.in.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code for Prevention of
Insider Trading in compliance with the SEBI (Prohibition
of Insider Trading) Regulations, 2015, to regulate
dealings in the Company’s securities by its Promoters,
Directors, and Designated Persons. The Code, inter alia,
mandates pre-clearance for trading in the Company’s
securities and prohibits trading while in possession of
unpublished price sensitive information (UPSI) or during
the closure of the trading window, thereby ensuring
compliance with the applicable regulatory framework
and promoting the highest standards of corporate
governance.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provision of Section 135 of the Companies
Act, 2013, all companies having a net worth of
Rs.500 crore or more, or a turnover of Rs.1,000 crore
or more or a net profit of Rs.5 crore or more during
any financial year are required to constitute a CSR
committee and hence our Company does not meet the
criteria as mentioned above, Hence the Company has
not constituted any Corporate Social Responsibility
Committee and the provisions of Section 135 of the
Companies Act, 2013 is not applicable to the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT 2013 AND
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:
The Company has in place a Sexual Harassment Policy
in line with the requirement of the Sexual Harassment
of Women at workplace (Prevention, Prohibition and
Redressal) Act 2013. All the employees (permanent,
Contractual, temporary, Trainees) are covered under
this policy.
During the year under review, no complaints were
received falling under the category of Sexual Harassment
of Women.
* Number of sexual harassment complaints received- 0
* Number of complaints disposed of-0
* Number of cases pending for more than 90 days-0
COMPLIANCE WITH MATERNITY BENEFIT ACT 1961:
The company has complied with the provisions of
Maternity Benefit Act 1961, including all applicable
amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits
as provided under Maternity Benefit Act 1961.
DISCLOSURE UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the financial year.
SECRETARIAL AUDITOR:
In accordance with the provisions of Section 204
of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has
appointed M/s. Santosh Senapati & Co., Practising
Company Secretaries, Chennai, as the Secretarial
Auditor to conduct the Secretarial Audit for a period
of five consecutive years from FY 2025-26 to FY
2029-30. The Secretarial Audit Report in Form MR-3 is
annexed to this Report as Annexure-III.
Comments of the Board on the qualification /reservation / adverse remarks/disclosure made:
|
Observations by Secretarial Auditor
|
Management Reply
|
|
1) The total promoter and Promoter group
shareholding is not fully Dematerialized as per
Regulations 31 (2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
|
There are 1 promoter group holdings which are yet to be
dematerialised, aggregating to 60 shares: Saloman Investment
Limited holding 3,60,000 shares. This entity was an Overseas
Corporate Body (OCB) which has since been wound up,
and hence it is not possible to dematerialise these shares.
Mr. N. Ravichandran also residing in the USA. He has assured
that he will initiate the dematerialisation process when he
visits India.
|
STATUTORY AUDITORS AND AUDITORS REPORT:
The Board of Directors of the Company, in their meeting held on 31st August, 2023, recommended the appointment
of M/s. RAY & RAY., Chartered Accountants, Chennai (FRN:301072E) as statutory auditors of the Company to hold
office from the conclusion of the 53rd AGM till the conclusion of the Annual General Meeting to be held in the year
2028. At the 53rd Annual General Meeting of the company held on 30th September 2023, M/s. RAY & RAY, Chartered
Accountants were appointed as Statutory Auditors of the company to hold office till the conclusion of the Annual
General Meeting to be held in the year 2028.
The Independent Auditors’ Report on the accounts for the financial year ended 31st March 2026 contain qualification
remarks.
Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:
|
Observations by Auditor
|
Management Reply
|
|
Attention is drawn to Note No 7, wherein a
subsidy of Rs. 80 lakhs is carried in the books
as receivable from the Government for which
no documentary evidence was produced to
us for verification. Also, the Company has not
made a provision against such balance which is
outstanding for more than 8 years. Hence, we are
unable to comment on its realiability or otherwise
and its accounting treatment in consonance with
Ind AS 20. This was also reported in our audit
report for the previous year.
|
The Company had recognized a Government subsidy
receivable amounting to Rs. 80.77 lakhs, which had remained
outstanding for more than eight years as at 31 March 2026.
During the quarter ended 30th June 2026, the Company
pursued follow-up with the authorities but subsequently
concluded that recovery of the subsidy was not feasible.
Accordingly, the Company has written off the said receivable
in Q1 of FY 2026-27.
|
|
Year-end direct balance confirmation in respect
of promoters Rs. 1.80 crores, trade receivables
Rs. 33.49 crores trade payables Rs. 23.24 crores,
vendor advances Rs. 15.06 crores, advances
from customers Rs. 3.99 crores, other loans
payable Rs. 52.88 crores have not been provided
for our verification. Further, out of the total related
party balances of Rs. 15.26 crores balance
confirmations was not provided for Rs. 1.44
crores. In the absence of such confirmations, we
are unable to ascertain any consequential effect
of the above in the financial results for the year.
|
The Company maintains that these balances are correctly
recorded based on its books and records. Management is in
the process of obtaining confirmations from counter parties
and related parties, and any differences, if identified, will
be appropriately reconciled and adjusted in the subsequent
period.
|
|
The Company’s books of accounts reflect a
balance of Rs. 10.41 crores in GST input credit,
Rs. 10.55 crores in GST output liability, and
a debit balance of Rs. 1.41 crores in the GST
payable account. However, the Company has not
reconciled the input credit as per the GST portal
and GSTR-2B with the balances recorded in the
books. In the absence of such reconciliation, we
are unable to verify the accuracy of the GST input
credit and output liability, or to comment on the
actual liability and credit available to the Company
for future adjustments.
|
Management is in the process of carrying out this reconciliation
and expects to finalize the same in the subsequent quarter.
Based on the Company’s assessment, the balances recorded
are considered appropriate, and any differences identified
during reconciliation will be adjusted in the ensuing period.
|
|
Out of the total recorded inventory of Rs. 17.02
crores, detailed stock valuation reports for
Rs. 10.98 crores was not made available to us.
Further, the Company’s current system does not
separately track non-moving and slow-moving
inventories. Accordingly, the financial statements
reflect the inventory balance as reported and we
are unable to comment on the potential impact of
such items in the financial statements.
|
Management believes that the inventory balances as reported
are appropriate based on the records maintained. The Company
is in the process of strengthening its reporting and valuation
practices, including enhanced tracking of non moving and
slow moving items, and any adjustments identified will be duly
considered in the subsequent period.
|
|
The proceedings initiated by the Collector of
Nilgiris for repossession of certain plotsof land
in Coonoor earmarked for public use has been
challenged by the Company on a write petition
filed before the Madras High Court and the matter
is pending adjudication. However, in the absence
of sufficient audit evidence, we are unable to
comment on or as certain the liability that could
arise and the consequential loss to the Company
in case the order is not in favour of the Company.
|
Management believes that the Company has a valid claim
and is actively pursuing the case. Pending the outcome of the
litigation, no provision has been considered necessary in the
financial statements. Any liability or loss, if any, arising from
the final order will be recognized and dealt with appropriately
in the period in which the matter is resolved.
|
|
As per information available from the TRACES
portal, there is a default of Rs. 7.12 lakhs relating
to tax deducted at source under the Income tax
Act, 1961. This indicates non compliance with
statutory requirements and may attract further
interest and penalties.
|
The Management has noted the default of Rs. 7.12 lakhs
reflected on the TRACES portal in respect of Tax Deducted
at Source (TDS). The said amount is presently under
reconciliation with the Company’s books of account, TDS
returns and challan records. The Management believes that
the default is primarily attributable to reconciliation/matching
issues in the TDS records. Necessary steps are being taken to
reconcile the records and rectify the matter with the Income
Tax Department, as applicable.
|
|
The Company has recorded closing liability of
statutory deductions (employer andemployee
contributions) under Provident Fund (PF)
Rs. 40.68 lakhs, Employees’ State Insurance
(ESI) Rs. 9.38 lakhs and Professional Tax (PT)
Rs. 30.03 lakhs as part of its payroll process.
Final reconciliation workings to match the salary
payable Rs. 2.56 crores as per the books with
the payroll records, and to align the sedeductions
with the corresponding payments to employees
and statutory authorities, were not made available
for our review. Accordingly, our procedures
were limited to the information provided by
management Hence, we are unable to comment
whether any differences exists in respect of such
deductions and remittances.
|
During the year, the Company experienced significant turn
over in the HR manager position, which affected the timely
retrieval of certain records required for payroll reconciliation.
As a result, reconciliation of statutory deductions with
the corresponding payments to employees and statutory
authorities could not be completed as of 31st March 2026. The
Company has since appointed an experienced HR manager
with effect from 1st April 2026 and has initiated reconciliation
of payroll records.
|
COST RECORDS AND AUDIT:
Pursuant to notification of Companies (Cost Records
and Audit) Rules, 2014 read with Companies (Cost
Records and Audit) Amendment rules, 2014 the
Company does not fall under the purview of maintain of
Cost records and Cost Audit.
INTERNAL AUDITOR:
After resignation of Mr. Venkateswara Rao, Board
of Directors appointed M/s. KAMG & Associates,
Chartered Accountants, as the Internal Auditors of
the Company for the FY 25-26. The Internal Auditors
carried out internal audits of the Company’s operations
and accounts to ensure adequacy and effectiveness of
internal controls and processes.
PARTICULARS ON CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
|
Particulars
|
Details
|
|
a) Conservation of Energy
|
|
i) The steps taken or impact on conservation
of energy
|
The Company continues to promote energy conservation through
optimum utilization of electrical equipment, energy-efficient
practices, preventive maintenance, and digital workflows across its
operations.
|
|
ii) The steps taken by the Company for
utilizing alternate sources of energy
|
The Company continues to evaluate the feasibility of adopting
alternate and renewable sources of energy.
|
|
iii) The capital investment on energy
conservation equipment
|
No material capital investment was made towards energy
conservation equipment during the year.
|
|
b) Technology Absorption
|
|
i) The efforts made towards technology
absorption
|
The Company continued to strengthen its capabilities by
adopting advanced drone, GIS, LiDAR, DGPS and remote sensing
technologies through its Drones & Geospatial Division, enhancing
its surveying, mapping, agriculture and infrastructure solutions.
The Company continued to focus on the adoption of appropriate
technologies, digital systems and process improvements across
its business operations to enhance operational efficiency, quality
of services, and productivity. Efforts were also made towards
automation, process standardisation and the effective utilisation of
technology in business operations, wherever feasible.
|
|
ii) The benefits derived like product
improvement, cost reduction, product
development or import substitution
|
Technology adoption has enhanced service quality, improved
operational efficiency, reduced project execution time and
supported the expansion of the Company’s agro-products and
geospatial service offerings, while strengthening indigenous
technical capabilities. The technology initiatives undertaken by
the Company have contributed to improved operational efficiency,
enhanced service quality, better process control, optimum
utilisation of resources and cost optimisation. These initiatives are
also expected to support the Company’s long-term business growth
and competitiveness.
|
|
iii) Imported technology (during the last
three years)
|
a) Details of technology imported - Nil
b) Year of import - Not Applicable
c) Whether technology has been fully absorbed - Not Applicable
|
|
iv) Expenditure incurred on Research and
Development
|
The Company has not incurred any material expenditure on Research
and Development during the financial year under review.
|
|
Foreign Exchange Earnings and Outgo
|
FY 25-26
Foreign Exchange Earnings : Rs. 1983410299
Foreign Exchange Outgo : Rs. 1622310027
FY 24-25
Foreign Exchange Earnings : Rs. 228578357.73
Foreign Exchange Outgo : Rs. 6619958.58
|
DIRECTORS’ RESPONSIBILITY STATEMENT:
The Directors confirm that: -
a) In the preparation of the Accounts for the Financial
Year ended 31st March 2026 the applicable
accounting standards and schedule III of the
Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time
being in force), have been followed along with the
proper explanation relating to material departure;
b) They have selected such accounting policies and
applied them consistently and made judgements
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company at the end of the Financial Year and
loss of the Company for that period.
c) To the best of their knowledge and information,
they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;
d) They have prepared the annual accounts on a going
concern basis. The auditors have expressed an
emphasis of matter on Going Concern in their Audit.
e) The Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls though adequate
are being strengthened on an ongoing basis quite
effective to operate effectively; and
f) The Directors have devised proper systems to
ensure compliance with the provisions of all
applicable laws and such systems are adequate
and operating effectively.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
During the year under review, the Company acquired and
continues to hold 30% of the equity shares in Phoenix
Kothari Footwear Private Limited. Accordingly, the said
entity qualifies as an associate of the Company, and the
provisions relating to the preparation of Consolidated
Financial Statements are applicable in accordance with
the provisions of the Companies Act, 2013.
The policy for determining the material subsidiaries is
available in our website at www.kotharis.in.
CONSOLIDATION FINANCIAL STATEMENTS:
As on 31 st March, 2026, the Company does not have
any subsidiaries. However, the Company holds 30%
equity shares in Phoenix Kothari Footwear Private
Limited, which is classified as an associate company.
Accordingly, the preparation of Consolidated Financial
Statements is applicable.
Pursuant to first proviso to subsection (3) of Section
129 read with Rule 5 of the Companies (Accounts) Rule,
2014 a statement containing salient features of financial
statements of subsidiary is annexed as Annexure IV.
PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
During the year under review, the Company has not
provided any loans, or given any guarantees or
securities covered under the provisions of Section 186
of the Companies Act, 2013.The details of investment
made by the company are given in the notes to the
financial statements.
RISK MANAGEMENT:
The Company has in place a robust Risk Management
Policy to identify, evaluate, monitor, and mitigate key
risks that may impact the achievement of its business
objectives. The Board of Directors oversees the risk
management framework and ensures that appropriate
measures are implemented to manage identified risks
effectively.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 92(3) of the Act and
rule 12(1) of the Companies (Management and
Administration) Rules, 2014, a copy of the Annual
Return of the Company shall be placed on the Website
of the Company at www.kotharis.in.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions entered into by the
Company during the year under review were in
compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
Such transactions were undertaken with the prior
approval of the Audit Committee and the Board of
Directors, wherever applicable, and were subsequently
reviewed on a quarterly basis. The transactions were
duly approved and, wherever applicable, ratified in
compliance with the applicable provisions of the Act
and Regulations.
All Material Related Party Transactions were in the
ordinary course of business and on an arm’s length
basis. The particulars of transactions in Form AOC-2
are annexed as Annexure-V to this Report.
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to adhere
to all the stipulations laid down in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as
a part of this Annual Report is annexed as Annexure-VI.
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:
TThe Company has not made any one-time settlement
during the year under review with banks or financial
institutions and therefore, this clause is not applicable.
EMPLOYEE SAFETY:
The safety and well-being of our employees are
paramount. We are dedicated to fostering a safe,
healthy, and supportive work environment.
COMPLIANCE WITH SECRETARIAL STANDARDS:
During the year under review, the Company has
complied with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURT:
During the year under review, no significant or material
orders were passed by any regulator, court, or tribunal
that would impact the going concern status of the
Company or its future operations.
INTERNAL FINANCIAL CONTROLS:
The Company has a well-placed, proper and adequate
internal control system, which ensures that all assets
are safeguarded and protected and that the transactions
are authorized, recorded and reported correctly. The
Internal Financial Controls with reference to financial
statements as designed and implemented by the
Company are adequate. This has been endorsed by
statutory auditors in their separate report which is
annexed.
RECOMMENDATIONS OF AUDIT COMMITTEE:
During the year under review, there were no instances
where the recommendations of the Audit Committee
were not accepted by the Board.
CODE OF CONDUCT:
Pursuant to the provisions of the Companies Act, 2013
and Regulation 26 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has adopted a comprehensive Code of
Conduct applicable to its Directors, Senior Management
Personnel, and other employees, as applicable. The
Code sets out the principles of ethical business conduct,
integrity, transparency, accountability, and compliance
with applicable laws and regulations, and serves as a
guiding framework for maintaining the highest standards
of corporate governance. The Code is available on the
Company's website. All Directors and Senior Management
Personnel have affirmed their compliance with the Code for
the financial year under review. A declaration to this effect,
signed by the Executive Chairman and Managing Director,
forms part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS, IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
Subsequent to the close of the financial year ended 31st
March, 2026 and up to the date of this Report, the following
material changes and commitments have occurred:
Voluntary Delisting from Calcutta Stock Exchange
Limited
The Company's Equity Shares have been voluntarily
delisted from The Calcutta Stock Exchange Limited (CSE)
with effect from 2nd June 2026, pursuant to the approval
granted by CSE in accordance with the SEBI (Delisting of
Equity Shares) Regulations, 2021. The Equity Shares of the
Company continue to remain listed on BSE Limited.
Investment in Associates company:
The Company has made a further strategic investment
in the equity shares of its associate company, Phoenix
Kothari Footwear Private Limited, with the objective of
strengthening its presence in the footwear business and
creating long-term value for the Company. Except as
stated above, there have been no other material changes
or commitments affecting the financial position of the
Company between the end of the financial year and the
date of this Report.
Setting up a footwear factory:
The Company has paid Rs. 32.13 crores to SIPCOT for
allotment of land at Melur, Tamil Nadu, for the purpose of
setting up a footwear factory.
Subsidiary Company:
The subsidiary company, namely KOTHARI
INDUSTRIAL IUAD DESIGN PRIVATE LIMITED (CIN:
U85499TN2026PTC195911), has been incorporated
on July 27, 2026, under the Companies Act, 2013. The
Company holds 51% of the paid-up equity share capital of
the subsidiary.
LISTING:
The Company's equity shares are listed on BSE Limited
and are permitted for trading on the National Stock
Exchange of India Limited (NSE) and Metropolitan Stock
Exchange of India Limited (MSE). The Company confirms
that it has paid the applicable listing fees to BSE Limited
for the financial year 2025-2026. The equity shares of the
Company have been voluntary delisted from The Calcutta
Stock Exchange Limited (CSE) with effect from June 2,
2026.
DEPOSITS:
The Company has not accepted any public deposit during
the year.
EMPLOYEE STOCK OPTION SCHEME
The Company has implemented the KICL Employee
Stock Option Scheme 2025 (“KICL ESOP 2025”) with the
objective of attracting, retaining and motivating eligible
employees by enabling them to participate in the growth
and value creation of the Company. The Scheme was
approved by the stock exchange i.e BSE Limited and
Members through a Special Resolution passed at the
Extra-Ordinary General Meeting held on 13th June, 2025.
The Scheme provides for grant of Employee Stock Options
to eligible employees in accordance with the provisions
of the Companies Act, 2013 and the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021.
The Scheme provides for issuance of up to 46,86,000
equity shares of the Company, subject to applicable terms
and conditions.
As on 31 st March, 2026, the Scheme was in place and no
options were granted or shares allotted under the Scheme
during the financial year.
The Disclosure Requirement under Section 62(1)(B) of the Companies Act, 2013 Read with Rule 12(9) Of the Companies
(Share Capital& Debentures) Rules, 2014 are as follows:
|
Particulars
|
Disclosure
|
|
Options granted
|
NIL
|
|
Options vested
|
NIL
|
|
Options exercised
|
NIL
|
|
Options lapsed
|
NIL
|
|
Exercise price
|
Not Applicable
|
|
Variation of terms of options
|
Not Applicable
|
|
Money realised by exercise of options
|
NIL
|
|
Total number of options in force
|
NIL
|
|
Options granted to Key Managerial Personnel
|
NIL
|
|
Employee receiving 5% or more of options granted
during the year
|
Not Applicable
|
|
Employees granted options equal to or exceeding 1% of
issued capital
|
Not Applicable
|
The Disclosure Requirement Specified Under Regulation
14 Of Sebi (Share Based Employee Benefits) Regulations,
2014, with respect to the ESOP Schemes, are available
on the Company's website at https://kotharis.in/investor-
annual-reports.php.
A certificate from the Secretarial Auditor with respect to
implementation of Company's ESOP Schemes, will be
available for inspection by the members, at the ensuing
AGM
BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)
The Company has been included amongst the top
1,000 listed entities based on market capitalisation and
accordingly, the requirement to submit the Business
Responsibility and Sustainability Report (BRSR) under the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 shall be applicable from the financial
year 2026-27.
The Company is taking necessary steps to align its
processes and reporting framework with the BRSR
requirements and ensure timely compliance with the
applicable provisions.
DIRECTORS AND OFFICERS LIABILITY INSURANCE
Pursuant to Regulation 25(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, applicable to the top 1,000 listed entities based on
market capitalisation, the Company has obtained Directors
and Officers Liability Insurance Policy for its Directors and
Officers, as applicable, to safeguard them against liabilities
arising in the course of discharge of their duties.
CAUTIONARY STATEMENT
Statements in this Report, particularly those which relate
to Management Discussion and Analysis describing
the Company's objectives, projections, estimates and
expectations may constitute ‘forward looking statements'
within the meaning of applicable laws and regulations.
Actual results may differ from those either expressed or
implied in the statement depending on the circumstances.
ACKNOWLEDGEMENT:
Your directors place on records their appreciation of the
valuable support of management, Financial Institutions,
Government authorities, Banks, and Employees and
shareholders. The cooperation and the forbearance of the
members are gratefully acknowledged.
By Order of the Board of Directors
For KOTHARI INDUSTRIAL CORPORATION LIMITED
J RAFIQ AHMED
Executive Chairman &
Place : Chennai Managing Director
Date : 14.08.2026 DIN : 02861341
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