Report of the Directors to the Members
Your Directors have pleasure in presenting the Sixty-fifth Annual
Report, together with the Audited Accounts for the year ended 31st March, 2026.
1. FINANCIAL RESULTS
| Particulars |
Standalone |
Consolidated |
|
Year ended 31st March, 2026 |
Year ended 31st March, 2025 |
Year ended 31st March, 2026 |
Year ended 31st March, 2025 |
| Total Income |
4,41,878 |
3,86,886 |
4,40,767 |
3,85,970 |
| Profit before Depreciation & Tax |
28,235 |
18,921 |
27,108 |
17,992 |
| Depreciation |
2,598 |
2,358 |
2,669 |
2,421 |
| Exceptional Income |
- |
- |
- |
- |
| Profit/(Loss) before Tax |
25,638 |
16,563 |
24,439 |
15,571 |
| Provision for Taxation: |
|
|
|
|
| Current |
5,805 |
3,738 |
5,808 |
3,797 |
| Deferred |
395 |
575 |
395 |
582 |
| Provision for Taxation no longer required |
53 |
(127) |
53 |
(127) |
| Profit/(Loss) for the year after Tax |
19,385 |
12,377 |
18,184 |
11,320 |
| Other Comprehensive Income |
(91) |
(113) |
(91) |
(113) |
| Balance brought forward from previous year |
1,70,285 |
1,61,613 |
1,68,876 |
1,61,261 |
| Profit available for appropriation |
1,89,580 |
1,73,877 |
1,86,969 |
1,72,467 |
| Appropriations: |
|
|
|
|
| Dividend |
2,742 |
2,742 |
2,742 |
2,742 |
| Tax on Dividend/Tax on buy-back of equity shares |
- |
849 |
- |
849 |
| General Reserve |
- |
- |
- |
- |
| Balance carried to Balance Sheet |
1,86,837 |
1,70,285 |
1,84,227 |
1,68,876 |
2. SHARE CAPITAL
The paid-up equity share capital of your Company stands at Rs. 13,71,20,830/-
as on date.
3. DIVIDEND
Your Directors at the Board Meeting held on 7th May, 2026
have recommended dividend @250% (Rs. 5 per equity share of Rs. 2/- each), as
against 200% dividend for the previous year, on the paid-up Equity Share Capital of Rs.
1,371.20 Lakh, resulting in an outgo of Rs. 3,428.02 Lakh for your Company (Rs.
2,742.41 Lakh for previous year).
4. RESERVES
The Reserves of your Company stood increased to Rs. 1,827 crore
on standalone basis at the end of the year under review as against Rs. 1,662 crore
for the previous year.
5. OPERATIONS
During the year under review, on standalone basis, your Company
achieved a record sales volume at 5,13,110 KLs/MTs as against 4,40,136 KLs/MTs achieved
during FY 2024-2025, resulting in a healthy increase of 16.58%. Your Company's sales
turnover increased during the year 2025-2026 to a record amount of Rs. 4,326 crore as
against Rs. 3,787 crore in FY 2024-2025, showing a growth of 14.23%. Your Company achieved
net profit before tax of Rs. 256 crore during the year 2025-2026 as against Rs. 166 crore
during the previous year, resulting in an encouraging increase of 54%.
During the Financial Year 2025-2026, your Company's Wind Power Plants
situated in the states of Maharashtra, Karnataka and Tamil Nadu generated a total of 94.91
MU against 84.26 MU generated in
the previous year. During the year under review, your Company did not
add any new projects to its Wind Portfolio.
6. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on 31st March, 2026, your Company had one subsidiary
company viz. Savita GreenTec Limited. There has been no material change in the nature of
business of the subsidiary company during FY 2025-2026.
The report on the financial position of the subsidiary company as per
Section 129(3) of the Companies Act, 2013 is provided in Form No. AOC-1, which is enclosed
as a separate annexure to the Financial Statements.
The Board of Directors at its meeting held on 7th May, 2026
approved the Scheme of Amalgamation between Savita GreenTec Limited ("Transferor
Company") and Savita Oil Technologies Limited ("Transferee Company") and
their respective shareholders under Sections 230 to 232 of the Companies Act, 2013,
subject to necessary statutory and regulatory approvals.
7. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its
employees during the year under review.
8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
9. CORPORATE GOVERNANCE
Corporate Governance Report along with a Certificate from the
Secretarial Auditors of your Company regarding compliance of the conditions of Corporate
Governance pursuant to requirements as stipulated by Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
hereto and forms part of this Report.
10. DIRECTORS
Your Directors express their profound grief over the sad demise of Mr.
Vishal Sood, Whole-time Director of your Company, who suddenly passed away on 3rd
March, 2026. The Board places on record its
heartfelt gratitude for his notable contributions to the Company in the
capacity as President - Lube Division first and then as Whole-time Director of your
Company.
As per provisions of Section 152 of the Companies Act, 2013, Mr.
Siddharth G. Mehra (DIN: 06454215), Director of the Company retires by rotation at the
ensuing Annual General Meeting of your Company and being eligible offers himself for
re-appointment.
The Board of your Company at its meeting held on 1st June,
2026 has appointed Mr. Ajay Reche (DIN: 11740121) as an Additional Director
(categorized as the Whole-time Director) of your Company w.e.f. the
date of the said Board Meeting upto 30th September, 2030 as recommended by
Nomination & Remuneration Committee, subject to your approval at the ensuing Annual
General Meeting.
The Board of your Company in its meeting held on 5th August,
2026 has decided to appoint Mr. Siddharth G. Mehra (DIN: 06454215) as the Joint Managing
Director of the Company w.e.f. 1st October, 2026 upto 30th
September, 2031 as recommended by Nomination & Remuneration Committee, subject to your
approval at the ensuing Annual General Meeting.
Profiles of Mr. Ajay Reche and Mr. Siddharth G. Mehra have been
detailed in the Explanatory Statement annexed to the Notice of the ensuing Annual General
Meeting. Your Directors recommend appointments of Mr. Ajay Reche as Whole-time Director
and Mr. Siddharth G. Mehra as the Joint Managing Director of your Company.
Your Company has received declarations from all the Independent
Directors of your Company confirming that they meet with the criteria of Independence as
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
11. KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Gautam N. Mehra, Managing Director of
your Company, Mr. Siddharth G. Mehra, Whole-time Director, Mr. Vishal Sood, Whole-time
Director (upto 3rd March, 2026), Mr. Uday C. Rege, Company Secretary &
Chief Legal Officer and Mr. Sanjeev Madan, Chief Financial Officer were the Key Managerial
Personnel of your Company.
12. BOARD COMMITTEES
All decisions pertaining to the constitution of Committees, appointment
of Members and fixing of terms of reference/role of the Committees are taken by the Board
of Directors of your Company.
Details of the role and composition of the Committees of the Company,
including the number of meetings held during the financial year and attendance at
meetings, are provided in the Corporate Governance Section of the Annual Report.
13. NUMBER OF MEETINGS
The Board of Directors of your Company met 4 times during FY 2025-2026.
The Board Meetings were held on 19th May, 2025, 7th August, 2025, 5th
November, 2025 and 13th February, 2026. The maximum time gap between any two
consecutive meetings did not exceed one hundred and twenty days.
Audit Committee of your Company met 4 times on 19th May,
2025, 7th August, 2025, 5th November, 2025 and 13th
February, 2026 during the FY 2025-2026.
Stakeholders' Relationship Committee of your Company met 4 times on 19th
May, 2025, 7th August, 2025, 5th November, 2025 and 13th
February, 2026 during the FY 2025-2026.
Nomination and Remuneration Committee of your Company met 3 times on 18th
July, 2025, 5th November, 2025 and 13th February, 2026 during the FY
2025-2026.
Risk Management Committee of your Company met 3 times on 19th
May, 2025, 5th November, 2025 and 13th February, 2026 during the FY
2025-2026.
CSR & ESG Committee of your Company met 3 times on 19th
May, 2025, 5th November, 2025 and 13th February, 2026 during the FY
2025-2026.
14. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors confirm that:
a) i n the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;
b) the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of your
Company as at 31st March, 2026 and of statement of profit and loss of your
Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of your Company and for preventing and detecting fraud and
other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) the internal financial controls have been laid down to be followed
by your Company and such controls are adequate and are operating effectively;
f) proper systems to ensure compliance with the provisions of all
applicable laws have been devised and such systems are adequate and are operating
effectively.
15. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 134(3)(p), 149(8) and Schedule IV
of the Companies Act, 2013 and relevant provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, annual performance evaluation of the Directors
as well as of the Audit Committee, Nomination and Remuneration Committee and Stakeholders'
Relationship Committee for the FY 2025-2026 was carried out by your Company.
For the FY 2025-2026, the performance evaluation of the Independent
Directors was carried out by the entire Board and the performance evaluation of the
Chairman and Non-Independent Directors was carried out separately by the Independent
Directors.
The Directors expressed their satisfaction with the evaluation process.
16. INDEPENDENT DIRECTORS' MEETING
During the year under review, the Independent Directors of your Company
met on 13th February, 2025 interalia, to discuss:
i) Evaluation of performance of Non-Independent Directors and the Board
of Directors of your Company as a whole;
ii) Evaluation of performance of the Chairman of your Company, taking
into views of Executive and Non-Executive Directors;
iii) Evaluation of the quality, content and timelines of flow of
information between the Management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
17. MANAGERIAL REMUNERATION
The information required under Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure.
The information as required under Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of your
Company. In terms of Section 136(1) of the Companies Act, 2013, the Report and the
Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member
interested in obtaining copy of the same may write to the Company Secretary at the
Registered Office of your Company.
18. NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee and approved by the Board of Directors of your Company in its
Meeting held on 1st April, 2024 continues to be adopted by your Company. The
Remuneration Policy of your Company is attached to this Report as a separate annexure and
the same can be accessed by clicking on the weblink https:// savita.com/corporate/policies/remuneration-policy/
19. CSR POLICY
The revised Corporate Social Responsibility Policy recommended by the
CSR Committee and approved by the Board of Directors of your Company in its Meeting held
on 13th February, 2026 is adopted by your Company. The same can be accessed by
clicking on the weblink
https://savita.com/corporate/policies/ corporate-social-responsibility/
The disclosure relating to the amount spent on Corporate Social
Responsibility activities for the financial year ended 31st March, 2026 is
attached to this Report as a separate annexure.
20. LISTING AND OTHER REGULATORY ORDERS AGAINST YOUR COMPANY, IF ANY
Your Company's shares continue to be listed on BSE Limited and National
Stock Exchange of India Limited. The Listing Fees to these two Stock Exchanges
for the FY 2026-2027 have been paid by your Company on time.
There were no significant or material orders passed by any of the
regulators or courts or tribunals impacting the going concern status and your Company's
operations in future.
21. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year, your Company has transferred Rs. 2.92 Lakh
towards unclaimed Dividend as against Rs. 12.44 Lakh towards unclaimed Dividend in
the previous year to the Investor Education and Protection Fund, which amount was due and
payable for the FY 2017-2018 and remained unclaimed and unpaid for a period of 7 years, as
provided in Section 125 of the Companies Act, 2013.
Your Company has intimated to the Shareholders who had not claimed
dividends for the past 7 years to claim the dividends forthwith failing which their shares
would stand transferred to the IEPF Authority after 1st October, 2026.
22. KEY FINANCIAL RATIOS
Key Financial Ratios for the financial year ended 31st
March, 2026, are provided in the Management Discussion and Analysis Report which is
annexed hereto and forms a part of the Board's Report.
23. STATUTORY AUDITORS
The Members of your Company, at the 61st Annual General
Meeting held on 29th September, 2022 had re-appointed G. D. Apte & Company,
Chartered Accountants (Firm Registration No. 100515W) as the Statutory Auditors of the
Company for the second term of 5 years to hold office from the conclusion of the ensuing
61st Annual General Meeting until the conclusion of the 66th Annual
General Meeting of the Company.
24. AUDITORS' REPORT
The Auditors' Report to the Members on the Accounts of your Company for
the financial year ended 31st March, 2026 is attached to this Report and does
not contain any qualification, reservation or adverse remark. No fraud has been reported
by the Auditors to the Audit Committee or Board.
25. SECRETARIAL AUDIT REPORT
Secretarial Audit for the FY 2025-2026 was conducted by MP &
Associates, Company Secretaries in Practice in accordance with the provisions of Section
204 of the
Companies Act, 2013. The Secretarial Audit Report is attached as a
separate annexure to this Report and does not contain any qualification, reservation or
adverse remark. The Company has complied with the applicable provisions of Secretarial
Standards.
26. COST AUDIT
I n compliance with the provisions of Section 148 of the Companies Act,
2013, the Board of Directors of your Company at its meeting held on 7th May,
2026 has appointed M/s. Kishor Bhatia and Associates, Cost Accountants (Firm Registration
No. 000294) as Cost Auditors of your Company for the FY 2026-2027. In terms of the
provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of The
Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to
be ratified by the Members. Accordingly, necessary resolutions are proposed at the ensuing
Annual General Meeting for ratification of the remuneration payable to the Cost Auditors
for the FY 2026-2027. The Company has prepared and maintained the cost records as
specified by the Central Government under Section 148(1) of the Companies Act, 2013.
27. RISK MANAGEMENT
In accordance with the provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has Risk Management Committee in
operation to oversee the Risk Management of your Company in line with your Company's Risk
Framework and a detailed Policy to cover risk assessments, identification of various
significant risks and mitigation plans to address the identified risks. Your Company's
Risk Management Policy continues to be displayed on the website and the same can be
accessed by clicking on the weblink
https://savita.com/corporate/policies/ risk-management-policy/
28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company's internal control systems are in line with size, scale
and complexity of its operations. The Audit Committee has been vigilant and supervises the
scope and authority of the Internal Audit function in your Company as a continuing
exercise. Your Company also hires services of external agency for periodically carrying
out internal audit in areas identified by the Audit Committee from time to time, as is
prescribed under the law. Such internal audit reports are considered at each of the Audit
Committee Meetings where significant audit observations are discussed in detail and
action plans narrating corrective actions are then suggested to be
taken thereon by the concerned departments. The actions taken are reviewed by the Audit
Committee at their subsequent meetings.
29. VIGIL MECHANISM
Your Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement, if any. The Whistle Blower Policy was revised on 7th
May, 2026 and is uploaded on the website and the same can be accessed by clicking on the
weblink https://
savita.com/corporate/policies/whistle-blower-policy/
30. DIVIDEND DISTRIBUTION POLICY
In accordance with the provisions of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
formulated a Dividend Distribution Policy of your Company. The Dividend Distribution
Policy is uploaded on the website and the same can be accessed by clicking on the weblink https://savita. com/corporate/policies/dividend-distribution/
31. RELATED PARTY TRANSACTIONS
The Audit Committee scrutinises and approves all related party
transactions attracting compliance under Section 188 and/or Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 before placing them
for Board's approval. Prior omnibus approval of the Audit Committee is also sought for
transactions which are of a foreseen and repetitive nature.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board of Directors of your Company is
uploaded on the website and the same can be accessed by clicking on the weblink https://savita.com/corporate/policies/dealing-with-
related-party-transactions/
The disclosures on related party transactions too are made in the
Financial Statements of your Company from time to time.
32. EXTRACT OF ANNUAL RETURN
The web link for the Annual Return in prescribed Form MGT-7 is uploaded
on the website of your Company i.e., www.savita.com .
The same can be accessed by clicking on the web
link https://savita. com/wp-content/uploads/2026/07/draft-form-
mgt-7-annual-return-for-fy-2025-26.pdf
33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
I n compliance with the relevant provisions of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility
and Sustainability Report describing the initiatives taken by your Company from an
environmental, social and governance perspective is attached herewith as a separate
Annexure.
34. SEXUAL HARASSMENT GRIEVANCES
During the year under review, there were no grievances reported under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.
(a) number of complaints of sexual harassment received in the year -
Nil
(b) number of complaints disposed off during the year - Nil
(c) number of cases pending for more than ninety days - Nil
35. MATERNITY BENEFIT ACT, 1961
Your Company has complied with the provisions of the Maternity Benefit
Act, 1961 during the year under review.
36. INDUSTRIAL RELATIONS
The industrial relations continued to be generally peaceful and cordial
during the year.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the
Companies (Accounts) Rules, 2014, is given as an annexure forming part of this Report.
38. MATERIAL CHANGES
There have been no material changes and commitments affecting the
financial position of your Company since the close of the financial year i.e., 31st
March, 2026. Further, it is hereby confirmed that there has been no change in the nature
of the business of your Company.
39. ACKNOWLEDGEMENTS
Your Directors are grateful for the encouragement, support and
co-operation received from all stakeholders of your Company including members, customers,
suppliers, government authorities, banks and all other associates. Your Directors are also
grateful to all the employees for their commitment and contribution to the growth of your
Company.
|