Directors' Report
Dear Shareholders,
Your Directors are pleased to present the 27th Annual Report along with the
Audited Financial Statements of your Company for the financial year ended March 31, 2026
("FY 2025-26/ FY26").
Financial Performance
The Audited Financial Statements of your Company as on March 31, 2026, are prepared in
accordance with the relevant applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the
provisions of the Companies Act, 2013 ("Act").
The summarized financial highlight is depicted below:
|
|
|
|
( Rs. in crore) |
|
Consolidated |
Standalone |
Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Revenue from operations |
38,735.77 |
30,475.33 |
8,534.95 |
7,912.69 |
Gain arising on Infrastructure Development- sale of stake in terminal
asset |
- |
603.27 |
- |
94.19 |
Other Income |
2,118.59 |
1,304.48 |
3,022.94 |
2,424.82 |
Total Income |
40,854.36 |
32,383.08 |
11,557.89 |
10,431.70 |
Expenditure other than Depreciation and Finance cost |
15,884.36 |
12,053.96 |
3,011.25 |
2,644.71 |
Finance Cost |
|
|
|
|
- Interest and Bank Charges |
3,832.70 |
2,778.00 |
2,971.98 |
2,470.88 |
- Derivative Loss/(Gain) (net) |
812.33 |
(246.18) |
(26.92) |
(176.48) |
- Foreign Exchange (Gain)/Loss (net) |
8.95 |
280.85 |
2,530.69 |
647.33 |
Depreciation and Amortisation Expenses |
5,517.38 |
4,378.93 |
686.81 |
660.57 |
Total Expenditure |
26,055.72 |
19,245.56 |
9,173.81 |
6,247.01 |
Profit before share of Profit/ (Loss) from joint ventures,
exceptional items and tax |
14,798.64 |
13,137.52 |
2,384.08 |
4,184.69 |
Share of Profit/(Loss) from joint venture (net) |
257.62 |
141.56 |
- |
- |
Profit before exceptional items and tax |
15,056.26 |
13,279.08 |
2,384.08 |
4,184.69 |
Add/(Less):- Exceptional Items |
(207.70) |
(249.46) |
(155.20) |
- |
Total Tax (net) |
2,066.53 |
1,968.36 |
436.08 |
1,268.53 |
Profit for the year |
12,782.03 |
11,061.26 |
1,792.80 |
2,916.16 |
Other Comprehensive (Loss)/lncome (net of tax) |
1,237.34 |
(305.64) |
(18.49) |
(78.64) |
Total Comprehensive Income for the year (net of tax) |
14,019.37 |
10,755.62 |
1,774.31 |
2,837.52 |
Attributable to: |
|
|
|
|
Equity holders of the parent |
13,721.04 |
10,749.45 |
- |
- |
Non-controlling interests |
298.33 |
6.17 |
- |
- |
1. There are no material changes and commitments affecting the financial position of
your Company which have occurred between the end of the financial year and the date of
this report.
2. Previous year figures have been regrouped/re-arranged wherever necessary.
3. There has been no change in nature of business of your Company.
Performance Highlights
Your Company crossed the milestone of 500 million metric tonnes of cargo handled,
becoming India's first private port operator to achieve this landmark, reflecting the
scale and robustness of its integrated ports and logistics platform. APSEZ commissioned
India's first Port of Refuge, significantly strengthening maritime safety infrastructure
and emergency response capabilities along key shipping routes.
The key aspects of your Company's operational performance & strategic highlights
during the FY 2025- 26 are as follows:
• Inaugurated the Haldia Terminal, India's first fully automated dry bulk
terminal, marking a major advancement in port automation and operational efficiency.
• Strengthened India's energy logistics backbone by inaugurating the Nation First
VLCC Terminal at Mundra, enhancing crude oil handling capacity.
• Expanded bulk handling capacity at Dhamra Port through mechanisation of Berth BB
4 and commissioning of new Berth BB 5, increasing overall capacity to approximately 60
MMTPA.
• Inaugurated Phase II development of Vizhinjam Port, enhancing container handling
capacity from 1.6 million to 5.7 million TEUs, with completion targeted by December 2028.
• Entered into a strategic partnership with the Port of Marseille Fos, France, in
relation to the India- Middle East-Europe Economic Corridor (IMEC), aimed at strengthening
trade connectivity between India and Europe.
• Enhanced cargo diversification through strategic customer partnerships,
including a dedicated auto export terminal at Dighi Port and edible oil terminal
facilities at Karaikal Port.
• The international operations recorded strong performance, with the Colombo West
International Terminal handling over one million containers within its first year of
operations, demonstrating one of the fastest ramp ups in the Port of Colombo's history.
• Acquired North Queensland Export Terminal (NQXT), Australia, significantly
expanding the international footprint and presence along key global trade corridors.
• Signed up as an Adopter of the Taskforce on Nature related Financial Disclosures
(TNFD), reaffirming the sustainability commitment and undertaking to implement nature
related disclosures commencing from FY 26.
The detailed operational performance of your Company has been comprehensively discussed
in the Management Discussion and Analysis Report, which forms part of this Integrated
Annual Report.
Credit Rating
Your Company's financial discipline and prudence is reflected in the strong credit
ratings ascribed by rating agencies. The details of credit ratings are disclosed in the
Corporate Governance Report, which forms part of this Integrated Annual Report.
Dividend and Reserves Dividend:
Your Directors have recommended a dividend of Rs. 7.50 per Equity Share of Rs. 2 each
and 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each for
FY 2025-26.
The dividend is subject to approval of shareholders at the ensuing Annual General
Meeting ("AGM") and shall be subject to deduction of tax at source. The
dividend, if approved by the shareholders, would involve a cash outflow of Rs. 1,727.97
crore.
Your Company has fixed June 12, 2026 as the 'Record Date' for determining entitlement
of shareholders to final dividend for the financial year ended March 31, 2026, if approved
at the AGM.
Dividend Distribution Policy:
The Dividend Distribution and Shareholder Return Policy, in terms of Regulation 43A of
the SEBI Listing Regulations, is available on your Company's website and link for the same
is given in Annexure-A of this report.
Unclaimed Dividends:
Details of outstanding and unclaimed dividends previously declared and paid by your
Company are given under the Corporate Governance Report, which forms part of this
Integrated Annual Report.
Investor Education and Protection Fund ("IEPF"):
During the financial year 2026-27, your Company has to transfer unclaimed and unpaid
dividends pertaining to financial year 2018-19 to IEPF. Further, corresponding shares, on
which dividends have remained unclaimed and unpaid for seven consecutive years, will be
transferred to IEPF as per the requirements of the IEPF Rules. The debails of the
resultant benefits arising out of shares already transferred to the IEPF, year wise
amounts of unclaimed/unpaid dividends lying in the unpaid dividend account up to the year,
which are liable to be transferred, are provided in the shareholder information section of
the Corporate Governance Report forming part of this Integrated Annual Report and are also
available on your Company's website at www.adaniports.com.
Transfer to Reserves:
As permitted under the Act, the Board of Directors of your Company ("Board")
does not propose to transfer any amount to General Reserves. The closing balance of the
retained earnings of your Company for FY 2025-26, after all appropriations and
adjustments, was Rs. 25,507.12 crore.
Share Capital
During the year under review, there was no change in the authorized share capital of
your Company. The authorised share capital of your Company as on March 31, 2026 stood at
Rs. 2,100 crore divided into 1,047,50,00,000 equity shares of face value of Rs. 2 each and
50,00,000 preference shares of face value of Rs. 10 each.
During the year under review, your Company has allotted 14,38,20,153 fully paid-up
equity shares of face value of Rs. 2 each on preferential basis to Carmichael Rail and
Port Singapore Holdings Pte. Ltd. ("CRPSHPL!') for acquisition of 100% of the
ordinary share capital of Abbot Point Port Holdings Pte. Ltd. from CRPSHPL. Consequent to
this allotment, the paid-up equity share capital of your Company has increased from Rs.
432.03 crore to Rs. 460.79 crore.
Non-Convertible Debentures ("NCDs")
During the year under review, your Company has issued and allotted 6,00,000 rated,
listed, secured, redeemable NCDs of face value of Rs. 1 lakh each aggregating to Rs. 6,000
crore on a private placement basis.
Your Company has outstanding Listed, Secured Redeemable NCDs which are listed on the
wholesale debt market segment of BSE Limited as under:
a) NCDs of face value of Rs. 10,00,000 each aggregating to Rs. 3,685.40 crore.
b) NCDs of face value of Rs. 100,000 each aggregating to Rs. 6,500 crore.
During the year under review, your Company redeemed 13,000 NCDs of face value of Rs.
10,00,000 each aggregating to Rs. 1,300 crore.
Redemption of Senior Unsecured Notes - Rule 144A/Regulation
During the year under review, your Company has redeemed the following Senior Unsecured
Notes:
a) Principal amount of US$ 256,947,000 of 4.00% Senior Unsecured Notes due 2027.
b) Principal amount of US$ 106,165,000 of 4.375% Senior Unsecured Notes due 2029.
c) Principal amount of US$ 125,000,000 of 4.20% Senior Unsecured Notes due 2027.
d) Principal amount of US$ 97,490,000 of 3.10% Senior Unsecured Notes due 2030.
Public Deposits
There were no outstanding deposits within the meaning of Section 73 and 74 of the Act,
read with rules made thereunder at the end of FY 2025-26 or the previous financial years.
Your Company did not accept any deposit during the year under review.
Particulars of loans, guarantees or investments
The provisions of Section 186 of the Act, with respect to loan, guarantee, investment
or security, are not applicable to your Company, as your Company is engaged in providing
infrastructural facilities which is exempted under Section 186 of the Act. The details of
loans, guarantees and investments made during the year under review are given in the notes
forming part of the financial statements,
Strategic Acquisitions/Divestment
• Adani Logistics Limited, a wholly owned subsidiary of your Company, divested its
49% stake in Veracity Supply Chain Limited on June 20, 2025.
• Mandhata Build Estate Limited, a step-down subsidiary of your Company, acquired
100% stake in Dependencia Logistics Private Limited on September 10, 2025.
• Your Company completed the acquisition of 100% stake in Abbot Point Port
Holdings Pte Ltd., Singapore ("APPH") from Carmichael Rail and Port Singapore
Holdings Pte Ltd, Singapore. APPH holds the entities which own and operate the North
Queensland Export Terminal ("NQXT"), Australia. NQXT is a critical export
gateway for producers in resource-rich Queensland, Australia and has current capacity of
50 MTPA.
Subsidiaries, Joint Ventures and Associate Companies
A list of subsidiaries/joint ventures/associates of your Company is provided as part of
the notes to the consolidated financial statements.
During the year under review, 32 entities were formed/ acquired by subsidiaries/joint
ventures of your Company.
Pursuant to the provisions of Section 129,134 and 136 of the Act read with rules made
thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared
consolidated financial statements of the Company and a separate statement containing the
salient features of financial statement of subsidiaries, joint ventures and associates in
Form AOC-1, which forms part of this Integrated Annual Report,
The annual financial statements and related detailed information about the subsidiary
companies shall be made available to the shareholders of the holding and subsidiary
companies seeking such information on all working days during business hours. The
financial statements of the subsidiary companies shall also be kept for inspection by any
shareholders during working hours at your Company's registered office and that of the
respective subsidiary companies concerned. In accordance with Section 136 of the Act, the
audited financial statements, including consolidated financial statements and related
information of yourCompanyand audited accounts of each of its subsidiaries, are available
on website of your Company (www.adaniports.com).
Corporate Restructuring
During the year under review, the Board of your Company, at its meeting held on
November 4, 2025, approved, subject to requisite approvals and consents, the Scheme of
Amalgamation of Adani Harbour Services Limited, a wholly owned subsidiary of the Company,
with the Company, pursuant to the provisions of Sections 230 to 232 and other applicable
provisions of the Act ("Scheme").
The Hon'ble National Company Law Tribunal, Ahmedabad Bench pronounced its order on
April 1, 2026, sanctioning the Scheme. The Scheme, with the appointed date as July 1,
2025, was made effective from April 21, 2026.
Material Subsidiaries
As per criteria given in Regulation 16 of the SEBI Listing Regulations, based on
financial statements as on March 31, 2026, your Company has 4 (four) unlisted material
subsidiaries. Your Company has formulated a policy for determining material subsidiaries.
The policy is available on your Company's website and link for the same is given in Annexure-A
of this report.
Pursuant to Section 134 of the Act, read with rules made thereunder, the details of
developments at the level of subsidiaries and joint ventures of your Company are covered
in the Management Discussion and Analysis Report, which forms part of this Integrated
Annual Report,
Directors and Key Managerial Personnels
As of April 30, 2026, your Company's Board had ten members comprising of two Executive
Directors, three Non-Executive & Non-Independent Directors and five Independent
Directors including one Woman Director. The details of the Board and Committee
composition, tenure of Directors, and other details are available in the Corporate
Governance Report, which forms part of this Integrated Annual Report.
In terms of the requirement of the SEBI Listing Regulations, the Board has identified
core skills, expertise, and competencies of the Directors in the context of your Company's
business for effective functioning. The key skills, expertise and core competencies of the
members of the Board are detailed in the Corporate Governance Report, which forms part of
this Integrated Annual Report.
Appointment/Cessation/Change in Designation of Directors:
During the year under review, the following changes took place in the Directorships:
Appointment:
• Mr. Manish Kejriwal (DIN: 00040055) was appointed as Additional Director
(Non-Executive and Independent) on the Board of your Company w.e.f. August 5, 2025, for a
first term of three years. His appointment was approved by the shareholders vide a Special
Resolution passed through Postal Ballot on November 3, 2025.
• Dr. Ajay Kumar, IAS (DIN: 11530402) representing Gujarat Maritime Board, was
appointed as an Additional Director (Non-Executive Non-Independent) of the Company w.e.f.
April 30, 2026, subject to the shareholders' approval at the ensuing Annual General
Meeting.
Change in Designation:
Mr. Gautam S. Adani (DIN: 00006273) was designated as Non-Executive Chairman of your
Company w.e.f. August 5, 2025.
Cessation:
• Mr. Bharat Sheth (DIN: 00022102) ceased as Independent Director of your Company
w.e.f. October 14, 2025, on completion of his tenure.
• Mr. Raj ku mar Beniwal, IAS (DIN: 07195658), representing Gujarat Maritime
Board, resigned as Director of your Company w.e.f. January 19, 2026.
The Board places on record the deep appreciation for valuable services and guidance
provided by them during their tenure of directorship.
Re-appointment of Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Act, read with rules made
thereunder and Articles of Association of your Company, Mr. Gautam S. Adani (DIN:
00006273) and Mr. Ashwani Gupta (DIN: 10455435) are liable to retire by rotation at the
ensuing AGM and being eligible, offer themselves for re-appointment.
The Board recommends the re-appointment of Mr. Gautam S. Adani and Mr. Ashwani Gupta as
Director for your approval.
The details, as required under Secretarial Standard-2 and Regulation 36 of SEBI Listing
Regulations, are provided in the Notice of ensuing AGM.
Declaration from Independent Directors:
Your Company has received declarations from all the Independent Directors of your
Company confirming that they meet the criteria of independence as prescribed under Section
149(6) of the Act and Regulation 16(1) (b) of the SEBI Listing Regulations and there has
been no change in the circumstances which may affect their status as an Independent
Director. The Independent Directors have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014,
with respect to their name appearing in the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs.
Key Managerial Personnel:
During the year under review, Mr. D. Muthukumaran ceased to be the Chief Financial
Officer of the Company, w.e.f the closure of the business hours on February 28, 2026. Mr.
S. Krishna Menon was appointed as the Chief Financial Officer of the Company, effective
from March 1, 2026.
As on the date of this report, following are the Key Managerial Personnel
("KMPs") of your Company as per Sections 2(51) and 203 of the Act:
• Mr. Karan Adani, Managing Director
• Mr. Ashwani Gupta, Whole Time Director 8- CEO
• Mr. S. Krishna Menon, Chief Financial Officer
• Mr. Kamlesh Bhagia, Company Secretary
Committees of Board:
As required under the Act and the SEBI Listing Regulations, your Company has
constituted various statutory committees. Additionally, the Board has formed few
governance committees and sub-committees to review specific business operations and
governance matters including any specific items that the Board may decide to delegate. As
on March 31, 2026, the Board has the following statutory and governance committees.
Statutory Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Risk Management Committee
• Corporate Social Responsibility Committee
Governance Committees:
• Corporate Responsibility Committee
• Information Technology & Data Security Committee
• Legal, Regulatory & Tax Committee
• Reputation Risk Committee
• Mergers & Acquisitions Committee
Details of all the committees such as terms of reference, composition and meetings held
during the year under review are disclosed in the Corporate Governance Report, which forms
part of this Integrated Annual Report.
Number of meetings of the Board
The Board met 9 (nine) times during the year under review. The intervening gap between
two consecutive meetings did not exceed 120 days, as prescribed under the Act and SEBI
Listing Regulations. The details of board meetings and the attendance of the Directors are
provided in the Corporate Governance Report, which forms part of this Integrated Annual
Report.
Board Evaluation
The Nomination and Remuneration Committee ("NRC") engaged Talentonic HR
Solutions Private Limited ("Talentonic"), an external advisory company, to
facilitate the evaluation and effectiveness process of the Board, its committees and
individual Directors for FY 2025-26.
A detailed Board effectiveness assessment questionnaire was developed by Talentonic
based on the criteria and framework adopted by the Board. Virtual meetings were organized
with the Directors and discussions were held on three key themes, i.e. strategic
direction, fit-for-purpose and focus on environment, social and governance.
The results of the evaluation confirmed high level of commitment and engagement of the
Board, its various committees and senior leadership. The recommendations arising from the
evaluation process were discussed at the Independent Directors' meeting held on March 21,
2026, and also at the NRC meeting and Board meeting held on April 29, 2026 and April 30,
2026, respectively. The suggestions were considered by the Board to optimize the
effectiveness and functioning of the Board and its committees.
Independent Directors' Meeting
Pursuant to the provisions of the Act and SEBI Listing Regulations the Independent
Directors met on March 21, 2026, without the attendance of Non-Independent Directors and
members of the management. The Independent Directors reviewed, inter-alia, the results of
Board evaluation exercise (as mentioned in preceding paragraph). The Independent Directors
also assessed the quality, quantity and timeliness of flow of information between the
management and the Board that it is necessary for the Board to effectively and reasonably
perform their duties.
Board Familiarization and Training Programme
The Board is regularly updated on changes in statutory provisions, as applicable to
your Company. The Board is also updated on the operations, key trends and risks universe
applicable to your Company's business. These updates help the Directors to keep abreast of
key changes and their impact on your Company. An annual strategy retreat is conducted by
your Company where the Board provides its input on the business strategy and long- term
sustainable growth for your Company. Additionally, the Directors also participate in
various programs /meetings where subject matter experts apprise the Directors on key
global trends. The details of such programs are provided in the Corporate Governance
Report, which forms part of this Integrated Annual Report.
Policy on Directors' appointment and remuneration
Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors'
appointment and remuneration and other matters ("Remuneration Policy") which is
available on the website of your Company and link for the same is given in Annexure-A of
this report.
The Remuneration Policy sets out the guiding principles for the NRC for identifying the
persons who are qualified to become the Directors. Your Company's Remuneration Policy is
directed towards rewarding performance based on review of achievements. The Remuneration
Policy is in consonance with existing industry practice.
We affirm that the remuneration paid to the Directors is as per the terms laid out in
the Remuneration Policy.
Board Diversity
Your Company recognizes and embraces the importance of a diverse Board in its success.
The Board has adopted the Board Diversity Policy which sets out the approach to the
diversity. The said Policy is available on your Company's website and link for the same is
given in Annexure-A of this report.
Succession Plan
Your Company has an effective mechanism for succession planning which focuses on
orderly succession of Directors, Key Management Personnel and Senior Management. The NRC
implements this mechanism in concurrence with the Board.
Directors' Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board, to the best of their knowledge and
based on the information and explanations received from the management of your Company,
confirm that:
a. in the preparation of the Annual Financial Statements, the applicable accounting
standards have been followed and there are no material departures from the same;
b. such accounting policies have been selected and applied consistently and judgements
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of your Company at the end of the financial year and of the
profit of your Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of your
Company and for preventing and detecting fraud and other irregularities;
d. the annual financial statements have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by your Company and
that such internal financial controls are adequate and operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial control system and their adequacy
The details in respect of internal financial controls and their adequacy are included
in the Management Discussion and Analysis Report, which forms part of this Integrated
Annual Report.
Risk Management
Your Company has a structured Risk Management Framework, designed to identify, assess
and mitigate risks appropriately. The Board has formed a Risk Management Committee
("RMC") to frame, implement and monitor the risk management plan for your
Company. The RMC is responsible for reviewing the risk management plan and ensuring its
effectiveness. The Board has also constituted few sub-committees of RMC to ensure focused
discussion on specific risks such as information technology & data security, legal,
regulatory & tax, reputation. The Audit Committee has additional oversight in the area
of financial risks and controls. The major risks identified by the businesses are
systematically addressed through mitigation actions on a continual basis. Further details
on the Risk Management activities, including the implementation of the risk management
policy, key risks identified and their mitigations are covered in Management Discussion
and Analysis Report, which forms part of this Integrated Annual Report.
Compliance Management Mechanism
Your Company has deployed a Statutory Compliance Mechanism providing guidance on broad
categories of applicable laws and process for monitoring compliance, In furtherance to
this, your Company has instituted an online compliance management system within the
organization to monitor compliances and provide update to the senior management on a
periodic basis. The Audit Committee and the Board periodically monitor the status of
compliances with applicable laws.
Board policies
The details of various policies approved and adopted by the Board as required under the
Act and SEBI Listing Regulations are provided in Annexure-A to this report.
Corporate Social Responsibility ("CSR")
A detailed report on the Company's CSR initiatives has been provided in the Social
Capital section of this Integrated Annual Report. The details of the CSR Committee, terms
of reference, meetings held during the year are provided in the Corporate Governance
Report, which forms part of this Integrated Annual Report. The CSR policy is available on
the website of your Company and the link for the same is given in Annexure-A of
this report.
The Annual Report on CSR activities is annexed and forms part of this Integrated Annual
Report.
The Chief Financial Officer of your Company has certified that CSR spending of your
Company for FY 2025-26 has been utilized for the purpose and in the manner approved by the
Board of your Company.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the year under review, as stipulated
under the SEBI Listing Regulations, is presented in a section forming part of this
Integrated Annual Report.
Corporate Governance Report
Your Company is committed to maintaining high standards of corporate governance
practices. The Corporate Governance Report, as stipulated by SEBI Listing Regulations,
forms part of this Integrated Annual Report along with the required certificate from a
Practicing Company Secretary, regarding compliance of the conditions of corporate
governance, as stipulated.
In compliance with corporate governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Conduct for all Board
members and senior management personnel of your Company ("Code of Conduct"), who
have affirmed the compliance thereto. The Code of Conduct is available on the website of
your Company and the link for the same is given in Annexure-A of this report.
Business Responsibility & Sustainability Report ("BRSR")
In accordance with the SEBI Listing Regulations, the BRSR for FY 2025-26, describing
the initiatives taken by your Company from an environment, social and governance
("ESG") perspective, forms part of this Integrated Annual Report. In addition to
BRSR, the Integrated Annual Report of your Company provides an insight into various ESG
initiatives adopted by your Company. The ESG disclosures are in compliance with BRSR core
and have been independently assured by TUV India Pvt. Ltd.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return as on March 31, 2026,
prepared in accordance with Section 92(3) of the Act is made available on the website of
your Company and can be accessed using the link Click Here.
Transactions with Related Parties
All transactions with related parties are placed before the Audit Committee for its
prior approval. An omnibus approval from the Audit Committee is obtained for the related
party transactions which are repetitive in nature.
All transactions with related parties entered into during the year under review were at
arm's length basis and in the ordinary course of business and in accordance with the
provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your
Company's Policy on Related Party Transactions.
The Audit Committee comprises solely of the Independent Directors of your Company. The
members of the Audit Committee abstained from discussing and voting in the transaction(s)
in which they were interested.
During the year, your Company has not entered into any contracts, arrangements or
transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company for FY 2025-26 and hence does not
form part of this report.
During the year, the materially significant Related Party Transactions pursuant to the
provisions of SEBI Listing Regulations were duly approved by the shareholders of the
Company at the 26th AGM held on June 24,2025 and at the Extra-ordinary General
Meetings held on May 15, 2025 and February 2, 2026.
Your Company did not enter into any related party transactions during the year under
review, which could be prejudicial to the interest of minority shareholders,
The Policy on Related Party Transactions is available on your Company's website and can
be accessed using the link given in Annexure-A of this report.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your
Company has filed half yearly reports with the stock exchanges, for the related party
transactions.
Statutory Auditors & Auditors' Report
Pursuant to Section 139 of the Act, read with rules made thereunder, as amended from
time to time, M/s. M S K A & Associates, Chartered Accountants (firm registration no.
105047W) have been appointed as the Statutory Auditors of your Company for the first term
of five years till the conclusion of 30th Annual General Meeting (AGM) of your
Company to be held in the year 2029.
During the year, M/s. M S K A & Associates, Chartered Accountants, was converted
into a Limited Liability Partnership under the provisions of the Limited Liability
Partnership Act, 2008, w.e.f. January 13, 2026, and is now known as M S K A &
Associates LLP, Chartered Accountants.
A representative of the Statutory Auditors of your Company attended the previous AGM of
your Company held on June 24, 2025.
Statutory Auditors have expressed their unmodified opinion on the Standalone and
Consolidated Audited Financial Statements and their reports do not contain any
qualifications, reservations, adverse remarks, or disclaimers,
The Notes to the financial statements referred in the Auditors' Report are
self-explanatory.
Secretarial Auditors and Secretarial Auditors Report
Pursuant to Section 204 of the Act, read with the rule made thereunder and Regulation
24A of SEBI Listing Regulations, CS Ashwin Shah, Practicing Company Secretary, Ahmedabad,
(C. P. No. 1640; Peer reviewed certificate no. 1930/2022) was appointed as a Secretarial
Auditor to undertake the Secretarial Audit of your Company for the first term of five
consecutive years from financial year 2025-26 to financial year 2029-30. CS Ashwin Shah
has confirmed that he is not disqualified to continue as a Secretarial Auditor and is
eligible to hold office as Secretarial Auditor of your Company. The Secretarial Audit
Report for the year under review is provided as Annexure-B of this report.
Secretarial Audit of Material Unlisted Indian Subsidiary
As per the requirements of SEBI Listing Regulations, the Practicing Company Secretaries
appointed by respective material subsidiaries of your Company undertook secretarial audit
of these subsidiaries for FY 2025-26.
The secretarial audit reports of each material subsidiary form part of this Integrated
Annual Report.
Secretarial Standards
During the year under review, your Company has complied with all the applicable
provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.
Reporting of frauds by Auditors
During the year under review, the Statutory Auditors and Secretarial Auditor of your
Company have not reported any instances of fraud committed in your Company by its officers
or employees, which are required to be reported to the Audit Committee under Section
143(12) of the Act.
Particulars of Employees
Your Company had 807 (standalone basis) employees as of March 31,2026,
The information required under Section 197 of the Act, read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to
percentage increase in remuneration, ratio of remuneration of each Director and Key
Managerial Personnel to the median of employees' remuneration are provided in Annexure-C
of this report.
The statement containing particulars of employees, as required under Section 197 of the
Act, read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
However, in terms of Section 136 of the Act, the Integrated Annual Report is being sent to
the shareholders and others entitled thereto, excluding the said annexure, which is
available for inspection by the shareholders at the Registered Office of your Company
during business hours on working days of your Company. If any shareholder is interested in
obtaining a copy thereof, such shareholder may write to the Company Secretary in this
regard.
Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and rules made thereunder, your Company has laid
down a Prevention of Sexual Harassment ("POSH") Policy and has constituted
Internal Complaints Committees ("ICs") at all relevant locations across India to
consider and resolve the complaints related to sexual harassment. The ICs include external
members with relevant experience. The ICs, presided by senior women, conduct the
investigations and make decisions at the respective locations. Your Company has zero
tolerance on sexual harassment at the workplace. The ICs also work extensively on creating
awareness on relevance of sexual harassment issues, including while working remotely. The
employees are required to undergo mandatory training/ certification on POSH to sensitize
themselves and strengthen their awareness.
During the year under review, your Company has not received any complaint pertaining to
sexual harassment.
All new employees go through a detailed personal orientation on the POSH Policyadopted
by your Company.
Compliance with Maternity Benefits Act, 1961
During the year under review, your Company has complied with the provisions of the
Maternity Benefits Act, 1961.
Vigil Mechanism
Your Company has adopted a whistle blower policy and has established the necessary
vigil mechanism for Directors and employees in confirmation with Section 177 of the Act
and Regulation 22 of SEBI Listing Regulations, to facilitate reporting of genuine concerns
about unethical or improper activity, without fear of retaliation.
The vigil mechanism of your Company provides for adequate safeguards against
victimization of whistle blowers who avail of the mechanism and also provides for direct
access to the Chairman of the Audit Committee.
No person has been denied access to the Chairman of the Audit Committee. The said
policy is uploaded on the website of your Company and link for the same is given in Annexure-A
of this report.
During the year under review, your Company has not received any complaint under the
vigil mechanism.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, as amended, is provided as Annexure-D of this
report.
Cyber Security
In view of increased cyberattack scenarios, the cyber security maturity is reviewed
periodically and the processes, technology controls are enhanced in-line with the threat
scenarios. Your Company's technology environment is enabled with real time security
monitoring with requisite controls at various layers starting from end user machines to
network, application and the data.
During the year under review, your Company did not face any incidents or breaches or
loss of data breaches in cyber security.
Code for Prevention of Insider Trading
Your Company has adopted a Code of Conduct ("PIT Code") to regulate, monitor
and report trading in your Company's shares by your Company's designated persons and their
immediate relatives as per the requirements under the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays
down the procedures to be followed by designated persons while trading/ dealing your
Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").
The PIT Code covers your Company's obligation to maintain a digital database, mechanism
for prevention of insider trading and handling of UPSI, and the process to familiarize
with the sensitivity of UPSI. Further, it also includes code for practices and procedures
for fair disclosure of UPSI which have been made available on your Company's website and
link for the same is given in Annexure-A of this report.
The employees undergo mandatory training/ certification on this PIT Code to sensitize
themselves and strengthen their awareness.
General Disclosures
The Chairman, Managing Director and Whole Time Director & CEO of your Company did
not receive any remuneration or commission from any of the subsidiary of your Company.
Your Directors state that during the year under review:
1. Your Company did not issue any equity shares with differential rights as to
dividend, voting or otherwise.
2. Your Company did not issue shares (including sweat equity shares) to employees of
your Company under any scheme.
3. No significant or material orders were passed by the regulators or courts or
tribunals which could impact the going concern status and your Company's operation in
future.
4. No application was made and no proceeding was pending under the Insolvency and
Bankruptcy Code, 2016.
5. No one time settlement of loan was obtained from the banks or financial
institutions,
6. No revisions were made in the financial statements and Directors' Report of your
Company.
Acknowledgement
Your Directors are highly grateful for all the guidance, support and assistance
received from the Government of India, Governments of various states in India, Maritime
Boards, concerned Government Departments, Financial Institutions and Banks. Your Directors
thank all the esteemed shareholders, customers, suppliers and business associates for
their faith, trust and confidence reposed in your Company.
Your Directors wish to place on record their sincere appreciation for the dedicated
efforts and consistent contribution made by the employees at all levels, to ensure that
your Company continues to grow and excel.
|
For and on behalf of the Board of Directors |
|
Gautam S. Adani |
Place: Ahmedabad |
Chairman |
Date: April 30, 2026 |
DIN: 00006273 |
|