Your Directors take pleasure in presenting the 58th Annual Report together with the Audited FinancialStatements for the year ended 31st March, 2026.
OPERATING RESULTS :
2025-26
2024-25
(?in lacs)
Freight & Services
4136.61
40 99.99
Net Earnings
200.28
207.92
Less : Provision for Taxation
44.35
61.29
Surplus from Operations
155.93
146.63
Gains from Extra Ordinary Items (net of taxes)
-
Net Surplus
Other Comprehensive Income
1.81
(1.51)
Total Comprehensive Income
157.75
145.12
DIVIDEND & RESERVES:
In order to plough back profits, the Directors do not recommend any dividend for the year ended 31st March,2026. The Company has not transferred any amount to the General Reserve during the financial year ended31st March, 2026.
OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
Revenue from operations during FY 2025-26 stood at ^4136.61 lacs as against ^4099.99 lacs during the previousyear. Total income stood at ^4147.82 lacs.
Profit before tax stood at ^200.28 Lacs as against ^207.92 Lacs during the previous year. Profit after taxincreased to ^155.93 lacs from ^146.63 lacs during the previous year. Earnings per share improved to ^3.80 from^3.50 in the previous year.
SHARE CAPITAL:
The issued, subscribed and paid-up share capital of the Company as on 31st March, 2026 stood at ^ 4,14,65,650divided into 41,46,565 Equity Shares of ^ 10 each, fully paid-up. During the year under review, there has been nochange in the capital structure of the Company.
LISTING OF EQUITY SHARES:
The Equity Shares of the Company are listed and traded on BSE Ltd, Scrip Code: 520131 and listing fees payableto BSE Limited for Financial Year 2026-2027 has been paid.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:
i) the applicable accounting standards have been followed and wherever required, proper explanationsrelating to material departures have been given.
ii) the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company at the end of the financial year and of the profit of the Company for thatperiod.
iii) proper and sufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.
iv) the annual accounts have been prepared on a going concern basis.
v) the directors have laid down internal financial controls to be followed by the company and that suchinternal financial controls are adequate and were operating effectively.
vi) the directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:Appointments and Re-Appointments of Directors and Key Managerial Personnel
Smt. Shikha Todi (DIN:00268540) retires from the Board by rotation at the conclusion of the ensuing AnnualGeneral Meeting and being eligible, offers herself for re-appointment.
The Board recommends appointment and remuneration payable to Sri Udit Todi (DIN: 00268484) as WholeTime Director for a period of 3 years. The Board also recommends re-appointment of and remunerationpayable to Sri Kanhaiya Kumar Todi (DIN: 00112633) as Whole Time Director designated as Chairman, ManagingDirector & CEO , Sri Sushil Kumar Todi (DIN: 00309839) as Whole Time Director and Sri Raja Saraogi (DIN:00271334) as Whole Time Director & CFO for a period of 3 years and seek approval of the Members for their re-appoinments.
Necessary resolutions seeking approval of the members for the proposed appointments and re-appointmentshave been incorporated in the Notice of the ensuing Annual General Meeting.
Declaration from Independent Directors
The Independent Directors of the Company have declared that they meet the criteria of independence in termsof Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements),Regulations 2015 as amended and that there is no change in their status of independence.
Remuneration & Selection Policies
The Remuneration policy of the Company comprising the appointment and remuneration of the Directors, KeyManagerial Personnel and Senior Executives of the Company including criteria for determining qualifications,positive attributes, independence of a Director and other related matters has been provided in the CorporateGovernance Report which is annexed to this Report as Annexure - A.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and applicable regulations of the SEBI (ListingObligations and Disclosure Requirements),Regulations 2015, Independent Directors at their meeting withoutthe participation of the Non-independent Directors and Management, considered/evaluated the Board'sperformance, Performance of the Chairman and other Non-independent Directors.
The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination andRemuneration and Stakeholders Relationship Committee) and Independent Directors (without participation ofthe relevant Director).
The criteria for performance evaluation have been detailed in the Corporate Governance Report, which isannexed to this Report as Annexure -A.
CORPORATE GOVERNANCE:
The compliance with provisions of Corporate Governance are non-mandatory for your company as perRegulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015.The Board remainscommitted to maintain the highest standards of Corporate Governance and has implemented several goodpractices as prevalent in the industry. Corporate Governance Report and Management Discussion and AnalysisReport pursuant to Revised Listing Agreement with Stock Exchanges in accordance with SEBI ListingRegulations, are provided in separate annexures to this report as Annexure - A and B respectively.
INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference to financial statements. Duringthe year, such controls were tested and no reportable material weaknesses in the design or operations wereobserved.
RISK MANAGEMENT:
Your Company has laid down procedures to inform Board members about risk assessment and minimizationand has implemented the Risk Management plan and continuously monitors the Risk Management plan.
Details of Risk Management by the Company have been provided in the Management Discussion and AnalysisReport which is annexed to this Report as Annexure - B.
The Company also has constituted a Risk Management Committee (Non-Mandatory) which ensures that theCompany has an appropriate and effective Enterprise Risk Management system with appropriate policies andprocesses which carries out risk assessment and ensures that risk mitigation plans are in place by validating thesame at regular intervals.
A Risk Management status report is provided to the Audit Committee for its information on a regular basis.AUDITORS AND AUDITOR'S REPORT:
Statutory Auditors:
M/s. Patanjali & Co., Chartered Accountants (FRN: 308163E) were appointed as Statutory Auditors of yourCompany at the Annual General Meeting held on 4th August, 2022, for a term of five consecutive years. TheStatutory Auditors have confirmed their eligibility and submitted the certificate in writing that they are notdisqualified to hold the office of the Statutory Auditors.
The report given by the Statutory Auditors on the financial statements of the Company forms part of the AnnualReport. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditors intheir report.
Secretarial Auditor:
Sri Debasish Mukherjee, Practising Company Secretary was appointed to conduct the Secretarial Audit of theCompany for the financial year 2025-26, as required under Section 204 of the Companies Act, 2013 and Rulesthereunder. The Secretarial Audit Report for FY 2025-26 is annexed herewith as Annexure C to this Report. TheSecretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Board has re-appointed Sri Debasish Mukherjee, Practising Company Secretary, as Secretarial Auditor of theCompany for the financial year 2026-27.
DISCLOSURES:
Audit Committee:
The Audit Committee comprises the following Independent Directors namely Sri Jagpal Singh (Chairman), SriDinesh Arya and Smt. Minu Tulsian as other members. All the recommendations made by the Audit Committeewere accepted by the Board.
Vigil Mechanism:
The Vigil Mechanism of the Company also incorporates a whistle blower policy in terms of applicableCompanies Act and SEBI Listing Regulations. Protected disclosures can be made by a whistle blower through e¬mail, or telephone line or letter to the Whistle and Ethics Officer or to the Chairman of the Audit Committee.The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website linkhttp://www.coastalroadways.com/investors/vigil-mechanism.pdf
Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate tradingin securities by the directors and designated persons of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information in relation to theCompany and during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All directors and the designated persons have confirmed compliance with theCode.
Meetings of the Board:
Four meetings of the Board of Directors were held during the year. For further details, please refer to theReport on Corporate Governance annexed to this Report as Annexure - A.
Conservation of Energy, Technology Absorption and Foreign Exchange earnings and Outgo:
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgoas required to be disclosed under the Companies Act, 2013, are provided in Annexure - D to this Report.
Annual Return:
In accordance with the Companies Act, 2013, the annual return in the prescribed format is available on thewebsite of the Company at http://www.coastalroadways.com/investors/annual-return-2026.pdf
Particulars of Loans, Guarantee and Investments:
The Company has not given any loans or guarantees covered under the provisions of section 186 of theCompanies Act, 2013. The details of the investments made by Company are given in the notes to the financialstatements.
Particulars of Contracts or arrangements with related parties referred to in sub-section (1) of section 188 ofthe Companies Act, 2013:
All related party transactions that were entered into during the financial year were on an arm's length basis andwere in the ordinary course of business. There are no materially significant related party transactions made bythe company with Promoters, Key Managerial Personnel or other designated persons which may have potentialconflict with the interests of the Company at large. A statement of all related party transactions is placed beforethe Audit Committee for approval.
None of the transactions entered into with Related Parties fall under the scope of Section 188(1) of the Act.Accordingly, no transactions are being reported in Form AOC-2 in terms of section 134(3)(h) of the Act readwith Rule 8(2) of the Companies (Accounts) Rules, 2014.
The details of the transactions with related parties during 2025-26 are provided in the accompanying Notes tothe financial statements.
The names of the Company which have become or ceased to be its subsidiary, joint ventures or associatecompany during the year:
There has been no such change during the year under review.
Particulars of Employees and Related Disclosures:
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the CompaniesAct, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 ,as amended are annexed herewith as Annexure - E to this report.
None of the employees of the Company fall within the purview of the information required under Section 197read with Rule 5(2) (i), (ii) & (iii) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 during the Financial Year.
Disclosures pertaining to remuneration of top 10 employees as required under section 197(12) of theCompanies Act, 2013 read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, as amended are annexed herewith as Annexure - F to this report. Further,the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act, the said annexure is open for inspection at the Corporate Office of the Company duringbusiness hours on working days of the Company upto the date of the forthcoming Annual General Meeting. Anymember interested in obtaining a copy of the same may write to the Company Secretary and the same will beprovided free of cost to the member.
GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following items as there wereno transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the company under any scheme.
4. The company does not have any subsidiary.
5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status of the Company or its future operations.
6. The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act,2013 are not applicable to the Company during the year under review.
7. The Auditors of the Company have not reported any instances of fraud committed in the Company byits officers or employees as specified under section 143(12) of the Act, details of which needs to bementioned in this Report.
8. No application was made or no proceeding was pending against the Company under Insolvency andBankruptcy Code, 2016 (31 of 2016) during the financial year.
9. Details of difference between amount of the valuation done at the time of one-time settlement and thevaluation done while taking loan from the banks or financial institutions along with the reasons thereofThere are no instances of one-time settlement during the financial year under review.
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of theBoard of Directors' and 'General Meetings' respectively.
Your Directors also state that during the year under review, there were no complaints under the SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.During thefinancial year, no employee availed maternity benefits under the said Act.
Your Directors further state that there have been no material changes and commitments affecting the financialposition of the company between the end of the financial year under review and the date of this report.
ACKNOWLEDGEMENTS:
The Board wishes to place on record its gratitude for the assistance and co-operation received from Banks,Government, Authorities, Customers, Vendors and finally to all its members for the trust and confidencereposed in the Company. The Board further wishes to record its sincere appreciation for the significantcontributions made by employees at all levels for their competence, dedication and contribution towards theoperations of the Company.
On behalf of the Board of Directors
Sd/-
Place: Kolkata (K. K. Todi)
Date: The 26th day of May, 2026 Chairman, Managing Director & CEODIN:00112633