Your Board of Directors present the Twelfth Annual Report of the Company together with the Audited Financial Statements forthe year ended March 31,2026.
1. Financial Results
A summary of the standalone and consolidated financial performance of the Company for the financial year ended March31,2026, as compared to the previous year is summarized below: (H in lakhs)
Standalone
Consolidated
Particulars
Year ended
March 31, 2026
March 31,2025
Revenue from Operations
797.42
786.95
3,610.90
3,798.26
Profit before Finance Costs, Tax, Depreciation andAmortization
592.39
531.14
543.27
774.53
Less: Depreciation & Amortization Expenses
3.36
78.50
104.35
Less: Finance Costs
-
0.80
1.40
Profit/(Loss) Before Tax
589.03
527.78
463.97
668.78
Less: Provision for Tax
155.39
139.24
195.00
60.71
Profit/(Loss) After Tax
433.64
388.54
268.97
506.21
2. Financial Performance and State of Affairs of the Company
During the Financial Year 2025-26, the standalone Gross Revenue from Operations was H797.42 lakhs (Previous Year:H786.95 lakhs). The Profit stood at H433.64 lakhs (Previous Year: H388.54 lakhs).
The Consolidated Gross Revenue from operations for the Financial Year 2025-26 was H3,610.90 lakhs (Previous Year:H3,798.26 lakhs). The Consolidated profit stood at H268.97 lakhs (Previous Year: H506.21 Lakhs). There is no change in thenature of business of the Company.
During the year, no significant or material orders were passed by any regulator, court or tribunal impacting the Company'soperation in future.
There are no material changes and commitments affecting the financial position of the Company which have occurredbetween the end of the financial year i.e. March 31,2026 and the date of this report. The Company is an unregistered CoreInvestment Company (CIC) as on March 31,2026.
A detailed analysis of your Company's operations, future expectations, business environment and state of affairs hasbeen given in the Management Discussion & Analysis Report which forms an integral part of this report and is marked as'Annexure-A'.
3. Dividend
The Board of Directors has not recommended any dividend for the year under review. The Company has not transferred anyamount to Reserves for the year ended March 31,2026.
4. Share Capital
As on March 31, 2026, the Authorized Share Capital of the Company stood at H35,00,00,000/- (Rupees thirty five crore)divided into 3,05,00,000 (Three Crores Five Lakhs) Equity Shares of H10/- (Rupees ten) each; 4,50,000 (Four Lakhs FiftyThousand) Preference Shares of H100/- (Rupees one hundred) each.
The Issued and Subscribed Share Capital of your Company, as on March 31, 2026, stands at H10,00,36,870/- (Rupees TenCrore Thirty Six Thousand Eight Hundred and Seventy) divided into 1,00,03,687 (One Crore Three Thousand Six Hundredand Eighty Seven) Equity Shares of H10/- (Rupees Ten)each.
5. Subsidiary, Associate and Joint Venture
As on March 31,2026, the Company has one subsidiary viz. Cinnatolliah Tea Limited. The Company has formulated a policyfor determining material subsidiaries in line with the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 ('Listing Regulations'). The said Policy is being disclosed on the Company's website at the web-linkhttps://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Policy-for-Determining-Material-Subsidiaries.pdfThe Consolidated Financial Statements of the Company are prepared in accordance with relevant Indian AccountingStandards issued by the Institute of Chartered Accountants of India and forms an integral part of this Report.
Pursuant to Section 129(3) of the Companies Act, 2013 ('Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, astatement containing salient features of the Financial Statements of subsidiary is given in Form AOC-1 which forms part ofthis Report and is marked as 'Annexure-B'.
Except the above, no other body corporate has become or ceased to be a subsidiary, joint venture or associate companyduring the year.
6. Directors
The Board of Directors comprises of 5 (five) Non-Executive Directors and a Managing Director having experience in variedfields. Out of five Non- Executive Directors, three are Independent Directors. Ms. Nandini Nopany is the Non-ExecutiveChairperson of the Company. The Board is duly constituted with proper balance on Executive, Non-Executive, Independentand Woman Directors.
In accordance with the provisions of Section 152 of the Act and the Company's Articles of Association, Ms. Nandini Nopany[DIN: 00051362], retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re¬appointment.
Other information on the Directors including required particulars of Director being appointed/re-appointed is provided inthe Notice convening the Annual General Meeting.
The Company has received necessary declaration from each independent director under Section 149(7) of the CompaniesAct, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Act read with Regulation 16(1)(b)and 25(8) of the Listing Regulations.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules,2014, as amended, the names of all the Independent Directors of the Company are included in the data bank maintainedby the Indian Institute of Corporate Affairs.
A certificate obtained by the Company from a Company Secretary in Practice, confirming that none of the Directors on theBoard of Directors of the Company have been debarred or disqualified from being appointed or continuing as director ofcompanies by the Securities and Exchange Board of India ('SEBI1) /Ministry of Corporate Affairs ('MCA') or any such statutoryauthority, is enclosed as 'Annexure-C' to this Report.
7. Key Managerial Personnel
The Key Managerial Personnel of the Company as on March 31,2026, in accordance with the provisions of Section 203 ofthe Act 2013 are as under:
• Ms. Urvi Mittal - Managing Director;
• Mr. Vikash Goyal - Chief Financial Officer; and
• Ms. Vijaya Agarwala - Company Secretary.
All Directors, Key Managerial Personnel and Senior Management of the Company have confirmed compliance with theCode of Conduct applicable to Directors & Employees of the Company and a declaration to the said effect by the ManagingDirector is made part of Corporate Governance Report and is enclosed as 'Annexure-D' to this Report. All Directors haveconfirmed compliance with the provisions of Section 164 of the Act. The Code is available on the Company's website at theweb link -https://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Code-of Conduct.pdf
8. Familiarisation Programme
Periodic presentations are made at the Board Meetings with respect to business performance and updates on businessstrategy of the Company. The details of the familiarization programme imparted to Independent Directors is uploaded onthe website of the Company and available at the web linkhttps://www.birla-sugar.com/Assets/Ganges/FAMILIARISATION-PROGRAMME 2025-26.pdf
The details of the training and familiarization program are provided in the Corporate Governance report. Further, at thetime of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/ her role,duties and responsibilities. The format of such letter of appointment is available at the website of the Company athttps://www.birla-sugar.com/Assets/Ganges/Terms-and-conditions-of-appointment-of-Independent-Directors2.pdf
9. Policy on Directors' appointment and remuneration
The Board of Directors has framed a Nomination and Remuneration Policy which lays down a framework in relation toremuneration of Directors, Key Managerial Personnel (KMP) and Senior Management of the Company. The objective of thePolicy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independenceof the Board and separate its functions of governance and management.
The Nomination and Remuneration Policy, inter-alia, includes the appointment criterion & qualification requirements,process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors,KMP and other senior management personnel of the Company. As per the Nomination and Remuneration Policy, a personproposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity withhigh level of ethical standards.
We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company. A copy of the said Policy is available at the website of the Company at the web linkhttps://www.birla-sugar.com/ Assets/Ganges/Remuneration-Policy Ganges.pdf
10. Meetings of the Board
A calendar of Meeting is prepared and circulated in advance to the Directors. The Board evaluates all the decisions on acollective consensus basis amongst the Directors. During the financial year ended March 31,2026, 5 (five) Meetings of theBoard of Directors of the Company were held. The details of the Board Meetings held during the financial year 2025-26 havebeen furnished in the Corporate Governance Report forming part of this Annual Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.
The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Act.
11. Committees of the Board
As on March 31,2026, there are three Board constituted Committees viz: as Audit Committee, Nomination & RemunerationCommittee and Stakeholders' Relationship Committee. Details of composition, terms of reference and number of meetingsheld in financial year 2025-26 for the aforementioned committees are given in the Report on Corporate Governance,which forms a part of the Board's Report. Further, during the year under review, all recommendations made by the variouscommittees have been considered and accepted by the Board.
12. Loans, Guarantee and Investments
During the year under review, the Company has not given any corporate guarantees covered under the provisions ofSection 186 of the Act. Details on particulars relating to investments and loans under Section 186 of the Act are providedin notes to the Financial Statements.
13. Related Party Contracts / Arrangements
All related party transactions entered into during the financial year, were on an arm's length basis and in the ordinarycourse of business. Suitable disclosures as required by the Indian Accounting Standards (Ind AS 24) have been made in thenotes to financial statements. Form No. AOC - 2 is annexed to this Report as 'Annexure-E'.
The Company has formulated a Related Party Transactions Policy for purpose of identification and monitoring of suchtransactions and accordingly all Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The said Policy is available on the Company's website at the web linkhttps://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Related-Partv-Transaction-Policv.pdf
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactionsbetween the Company and its Related Parties.
14. Public Deposits
The Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 of the Act,read with Companies (Acceptance of Deposit) Rules 2014. Accordingly, there was no public deposit outstanding as at thebeginning and end of the financial year 2025-26.
15. Risk Management and Internal Financial Controls
Business Risk Evaluation and Management is an ongoing process within the organization. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigatingcontrols and reporting mechanism of such risks.
The Company has a robust risk management framework to identify, monitor and minimize risks as also identify businessopportunities. The Company has in place adequate internal financial controls with reference to the Financial Statements.During the year, such controls were reviewed and no reportable material weakness was observed.
The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment andmonitors the implementation of audit recommendations, including those relating to strengthening of the Company's riskmanagement policies and systems. The main thrust of internal audit is to test and review controls, appraisal of risks andbusiness processes, besides benchmarking controls with best practices in the industry.
16. Whistle Blower / Vigil Mechanism
The Company has established a vigil mechanism for Directors, employees and other stakeholders to report concerns aboutunethical behaviour, actual or suspected fraud, violation of the Company's "Code of Conduct" or leak of Unpublished PriceSensitive Information of the Company. The mechanism provides adequate safeguards against victimisation of personswho use this mechanism. No personnel were denied access to the Audit Committee during the Financial Year 2025-26.The Whistle Blower Policy is available on the website of the Company at the weblinkhttps://www.birla-sugar.com/Assets/Ganges/Ganges-Securities-Whistle-Blower-Policy.pdf
17. Corporate Governance & Annual Return
The Company is committed to maintain highest standards of Corporate Governance. The Company has complied withthe requirements of Corporate Governance as stipulated under the Listing Regulations, and accordingly, the CorporateGovernance Report for the Financial Year 2025-26 is attached as 'Annexure-D' to this Report.
All the Directors of the Company and senior management personnel have confirmed compliance of the 'Code of Conduct'of the Company. The declaration of the Managing Director confirming compliance with the 'Code of Conduct' of theCompany and Auditor's Certificate confirming compliance with the conditions of Corporate Governance are enclosed as'Annexure-F'and Annexure-G' to this Report respectively.
As per the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the FinancialYear 2025-2026 is available on Company's website at the weblinkhttps://www.birla-sugar.com/Ganges-Shareholders-Info/Ganges-Annual-Return.
18. Auditors, Audit Qualifications and Board's Explanations
a. Statutory Auditors
M/s. J K V S & CO., Chartered Accountants, having Firm Registration No. 318086E, were appointed as Statutory Auditorsat the 8th Annual General Meeting (AGM) of the Company, to hold office for a term of 5 (five) years from the conclusionof 8th AGM till the conclusion of the 13th AGM. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
The Report given by the Auditors on the financial statement of the Company forms part of this Report. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.The Auditors' Report does not contain any qualification, reservation or adverse remark.
b. Secretarial Auditor
The Shareholders of the Company, at the 11th AGM held on September 23, 2025, had appointed Messrs MR & Associates,Practicing Company Secretaries, Kolkata, (Firm Registration Number P2003WB008000) as Secretarial Auditors of theCompany for a period of five consecutive years commencing from Financial Year 2025-2026 to 2029-2030.
The Secretarial Audit Report for the Financial Year ended March 31,2026, issued by the Secretarial Auditor, does notcontain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed to this Board's Reportas 'Annexure-H1'.
In addition to the above, pursuant to Regulation 24A of the Listing Regulations, the Secretarial Audit Report of thematerial unlisted subsidiary of the Company viz., Cinnatolliah Tea Limited forms part of this Report and are marked as'Annexure-H2'.
c. Internal Auditor
Pursuant to the provisions of Section 138 of the Act, and the Companies (Accounts) Rules, 2014, your Company had,on the recommendation of the Audit Committee re-appointed Messrs M Parasrampuria & Co., Chartered Accountantsto conduct Internal Audit of the Company for the financial year 2025-26.
During the year, the statutory auditors, the secretarial auditors and internal auditors have not reported any fraudunder Section 143(12) of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014.
19. Corporate Social Responsibility (CSR) Policy
The provisions of Section 135 of the Act, relating to Corporate Social Responsibility are not applicable to the Company forthe year under review.
20. Investor Education and Protection Fund
The provisions pertaining to Investor Education and Protection Fund (Uploading of Information regarding unpaid andunclaimed amounts lying with Companies) Rules, 2012, are not applicable to your Company for the year under review.
21. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo
The information with regard to conservation of energy and technology absorption, in terms of Section 134(3)(m) of theAct is not applicable to the Company as it has no manufacturing activity. There was no foreign exchange inflow or outflowduring the year under review.
22. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)Act, 2013
The Company is committed to providing a safe and conducive work environment to its employees as per the requirementsof the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No complaintpertaining to sexual harassment has been received by the Company during the year under review.
23. Particulars of Employees
During the year under review, there was no employee in the Company who was in receipt of remuneration as required to bedisclosed under Section 197 of Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year is not applicable for the current financial year. The percentage increasein remuneration paid to Managing Director in the financial year 2025-26 as compared to previous year 2024-25 is Nil. Thepercentage increase in remuneration of each Director, Whole-time Director, Chief Financial Officer and Company Secretaryin the financial year 2025-26 is as under:
Name
Designation
Percentage increase in remuneration in the FY2025-26 as compared to Previous year 2024-25
Ms Nandini Nopany
Non-Executive Chairperson
(100.00)
Ms Urvi Mittal
Managing Director
Nil
Mr. Arun Kumar Newar
Independent Director
(52.63)
Mr. Dhiraj Ramakant Banka
(7.69)
Mr. Chhedi Lal Agarwal
Mr. Brij Mohan Agarwal
Non-Executive Director
(44.44)
The percentage increase in the median remuneration of employees in the financial year is not applicable for the currentfinancial year. There are two permanent employees on the rolls of Company. The details of average percentile increase alreadymade in the salaries of employees other than the managerial personnel in the last financial year and its comparison withthe percentile increase in the managerial remuneration and justification thereof is not applicable. Detail of remunerationpaid to the Directors and KMP for the financial year 2025-26 forms part of the Corporate Governance Report and Notesto Financial Statements. Remuneration to all the Directors and Key Managerial Personnel is as per the Nomination andRemuneration policy of the Company.
24. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and explanations obtained by them, yourDirectors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual Financial Statements for the year ended March 31, 2026, the applicableaccounting standards have been followed along with proper explanation relating to material departures, if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and appliedconsistently and judgement and estimates have been made that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the yearended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d. that the annual Financial Statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operatingeffectively;
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
25. CEO/CFO Certification
Ms. Urvi Mittal, Managing Director and Mr. Vikash Goyal, Chief Financial Officer of the Company provide annual certificationon financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations. They alsoprovide quarterly certification on financial results while placing the financial results before the Board in terms of Regulation33(2) of the Listing Regulations.
Since the Company does not have a designated Chief Executive Officer, the aforesaid certificate is being signed by Ms.Urvi Mittal, Managing Director of the Company which is line with Frequently Asked Questions issued by Securities andExchange Board of India (SEBI).
26. OTHER DISCLOSURES
During the year under review:
- no significant and material orders were passed by the regulators or courts or tribunals impacting the going concernstatus of your Company and / or its operations in future;
- no proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance ofone-time settlement with any Bank or Financial Institution;
- no shares with differential voting rights and sweat equity shares have been issued;
- no instance of buyback of shares;
- your Company has complied with the provisions of Maternity Benefit Act, 1961;
- no agreements requiring disclosure under clause 5A of part A of para A of Schedule III, of the Listing Regulations, 2015were entered.
27. Acknowledgement
Your Directors take this opportunity of recording their appreciation of the shareholders, financial institutions and bankers,for extending their support to the Company. The Board of Directors also convey its sincere appreciation of the commitmentand dedication of the employees at all levels.
For and on behalf of the BoardNandini Nopany
Place: Kolkata Chairperson
Dated: May 14, 2026 DIN: 00051362