Indogulf Cropsciences Ltd. के निदेशक की रिपोर्ट
Your directors are pleasured in submitting the 34th Annual Report of the Company together with the Audited Financial Statements
for the year ended 31st March, 2026.
Indogulf Cropsciences Limited ("IGCL" or "company" or "Indogulf Cropsciences" or "Indogulf") is a leading Indian manufacturer
of crop protection products, plant nutrients and biologicals, with over three decades of industry experience. Established in
1993, the Company has built a strong presence across domestic and global markets, driven by a diversified product portfolio
of over 300 products catering to varied agricultural needs. We manufacture and market extensive range of products in all
types of available formulations such as water dispersible granules ("WDG"), suspension concentrate ("SC"), capsule suspension
("CS"), ultra low volume ("ULV"), emulsion in water ("EW"), soluble granule ("SG"), flowable suspension ("FS"), etc. which can
be in powder, granules and liquid form to our customers. Our products are designed to improve crop yield while promoting
sustainable agriculture and environmental stewardship.
FINANCIAL RESULTS AND STATE OF AFFAIRS OF COMPANY
The Company''s financial performance for the year along with previous year''s figures are given hereunder:
i) Standalone State of Company Affairs:
|
Standalone Consolidated |
||||
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
|
|
Revenue From Operations |
6,755.07 |
5,923.76 |
7046.33 |
5,904.21 |
|
Other Income |
82.48 |
43.00 |
74.32 |
40.54 |
|
Total Income |
6,837.55 |
5,966.76 |
7120.65 |
5,944.75 |
|
Expenditure Including Depreciation & Amortization |
6,325.19 |
5,526.84 |
6591.32 |
5,512.54 |
|
Profit/ (Loss) before exceptional and extraordinary items and tax |
512.36 |
439.92 |
529.33 |
432.21 |
|
Exceptional Items {(Loss)/ profit on sale of asset (net)} |
1.45 |
13.49 |
1.45 |
13.49 |
|
Profit/ (Loss) before extraordinary items and tax |
513.81 |
453.41 |
530.78 |
445.70 |
|
Extraordinary Items |
- |
- |
||
|
Profit/ (Loss) Before Tax |
513.81 |
453.41 |
530.78 |
445.70 |
|
Current Tax |
124.42 |
134.58 |
127.53 |
134.58 |
|
Taxes of earlier years (net) |
13.00 |
0.37 |
13.00 |
0.37 |
|
Deferred Tax |
(9.73) |
(2.39) |
(10.02) |
(3.97) |
|
Profit/(Loss) after Tax |
386.12 |
320.85 |
400.27 |
314.72 |
|
Earnings per share in H (Basic) |
6.48 |
7.16 |
6.72 |
7.02 |
|
Earnings per Share in H (Diluted) |
6.48 |
7.16 |
6.72 |
7.02 |
For the FY26, revenue from operations stood at H7,046 mn
compared to H5,904 mn in FY25, reflecting a strong growth
of 19% year-on-year. The growth was driven by strong
performance across domestic markets, deeper distribution
penetration, improving contribution from differentiated
products and expansion across export geographies.
FY26 EBITDA stood at H740 mn as compared to H640 mn
in FY25, registering a growth of 15% year-on-year. EBITDA
margins for FY26 stood at 10.4%. Despite certain cost
pressures during the year, the Company was able to maintain
healthy profitability through operating leverage benefits,
improving product mix and disciplined business execution.
Profit Before Tax for FY26 stood at H530 mn as against H445
mn in FY25, while Profit After Tax stood at H400 mn compared
to H314 mn in the previous year, registering a growth of 27%
YoY. PAT margins improved to 5.6% during FY26 supported
by better scale, improving operational efficiencies and
disciplined cost management.
In order to conserve the resources, your Board of Directors
(''the Board'') has not recommended dividend during the year.
Further, in line of Regulation 43A of SEBI (Listing Obligations
and Disclosure Requirements) (Second Amendment)
Regulations, 2016 (''SEBI Listing Regulations''), the Board
had formulated a Dividend Distribution Policy. The Policy is
available on the website of the company at https://investor.
groupindogulf.com/?c=Policies
As permitted under the provisions of the Companies Act,
2013 (''the Act'') the Board of Directors has decided to retain
the profits for Financial Year 2025-26 (''period under review'')
in the retained earnings.
MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
During the financial year the company filed (i) Red Herring
Prospectus with SEBI, the Stock Exchanges and the Registrar
of Companies, Delhi at New Delhi ("Registrar of Companies"
and such Red Herring Prospectus, the "RHP") dated June 21,
2025 and (ii) Prospectus with SEBI, the Stock Exchanges and
the Registrar of Companies (the "Prospectus") dated July 01,
2025 (collectively with the DRHP, RHP and Prospectus, the
"Offer Documents").
Through the offer, the company raised funds and use the
proceeds for day to day activities and expansion of business
as explained in the DRHP The Offer Documents is available
on the website of the company www.groupindogulf.com.
During the period under review, 1,80,40,144 Equity Shares at
an Offer Price of H111 per Equity Share, were allotted to the
respective applicants in various categories, namely 62,35,900
Equity Shares to retail individual investors, 26,72,529 Equity
Shares to non-institutional investors, 2,23,290 Equity Shares
to Employees and 89,08,425 Equity Shares to qualified
institutional buyers, in terms of the basis of allotment
approved by way of its resolution dated July 01, 2025. The
Equity shares issued shall rank pari-passu with the existing
equity shares of the company.
During the period under review, the company performed
positively with sound financial management and ability to
meet its financial commitments.
Further, ICRA has upgraded the ratings of Indogulf
Cropsciences Limited (ICL) to [ICRA] A- (Stable)/ [ICRA] A1
from [ICRA]BB (Stable); ISSUER NOT COOPERATING/ [ICRA]
A4 ; ISSUER NOT COOPERATING and removed the ratings
from the ISSUER NOT COOPERATING category.
Your company has received accolades from various industry
platforms in the fields of exports, digital engagement, and
leadership within its sector. These achievements have been
detailed in the "Awards and Certificates" section of this
Integrated Annual report.
Pursuant to Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014,
the Annual Return for the period under review is uploaded
on the website of the Company and the same is available on
www.groupindogulf.com.
BOARD OF DIRECTORS/KEY MANAGERIAL
PERSONNELS ("KMP")
A) Directors -
As on the date of this report, the Board comprises 8
(Eight) Directors including one Managing Director, one
Whole Time Director, two Non-executive Directors
and 4 Independent Directors. Detailed information
regarding the composition of the Board is provided in
the "Corporate Details of IGCL" section of the Integrated
Annual Report.
During the period under review, Mrs. Snehal Kashyap
(DIN: 09761774), who was appointed as an Additional
Director in Independent Category was regularised in the
33rd Annual General Meeting and appointed for a term of
5 years.
Further, on recommendation of the Nomination and
Remuneration Committee, the Board proposed the
re-appointment of the following in the Extra-ordinary
Annual general Meeting ("EGM") of the member via
Postal Ballot held on March 28, 2026 for a term of 5
consecutive years-
i) Mr. Om Prakash Aggarwal (DIN: 00732440) as
the Whole time Director designated as Executive
Chairman w.e.f April 01,2026;
ii) Mr. Sanjay Aggarwal (DIN: 00763635) as the
Managing Director w.e.f April 01, 2026;
iii) Mr. Rahul Gupta (DIN: 09192630) as an Independent,
Professional and Non-Executive Director w.e.f
December 29, 2025 and
iv) Mr. Sandeep Bhutani (DIN:09463909) as an
Independent, Professional and Non-Executive
Director w.e.f December 29, 2025
The re-appointments were approved by the members in
the EGM of the company held on March 28, 2026.
Further the Board is of the opinion that the independent
directors'' appointed/re-appointed bring a broad
spectrum of professional experience, knowledge and
educational proficiency to the Board of the Company.
Pursuant to provisions of the Act and the Articles
of Association of the Company, Mr. Pushap Kumar
Director of the Company, is liable to retire by rotation
and being eligible, offer himself for re-appointment.
The Nomination and Remuneration Committee and
the Board have recommended his re-appointments for
the approval of the shareholders of the Company in the
forthcoming Annual General Meeting of the Company.
B) KMP
Key Managerial Personnel of the Company pursuant
to Section 2(51) of the Act, read with the Rules framed
there under:
|
S No. |
Name of KMP |
Designation |
|
1. |
Mr. Om Prakash Aggarwal |
Chairman and Whole |
|
2. |
Mr. Sanjay Aggarwal |
Managing Director |
|
3. |
Mr. Manoj Gupta |
Chief Financial Officer |
|
4. |
Ms. Sakshi Jain |
Company Secretary and |
During the period under review, none of the Key
Managerial Personnel (KMP) has resigned from the
Company.
During the period under review, all the necessary
information, as mentioned in Part A of Schedule II of
SEBI Listing Regulations, has been placed before the
board for discussion and consideration.
During the period under review, the Board met 15 (fifteen)
times, the details of which are given in the Corporate
Governance Report that forms part of the Integrated Annual
Report. The notice along with Agenda of each Board Meeting
was given in writing to each Director. The intervening gap
between any two meetings was within the period prescribed
by the Act and SEBI Listing Regulations.
In compliance with the requirements of the Act and SEBI
Listing Regulations, your Board had constituted various Board
Committees including Audit Committee ("AC"), Nomination,
Remuneration Committee ("NRC"), Stakeholders Relationship
Committee ("SRC"), Business Operations Committee ("BOC"),
Corporate Social Responsibility Committee ("CSR") and Risk
Management Committee ("RMC").
Details of the constitution of these Committees, which
are in accordance with regulatory requirements, have
been uploaded on the website of the Company viz. https://
investor.groupindogulf.com/?c=Policies. Details of scope,
constitution, terms of reference, number of meetings held
during the period under review along with attendance of
Committee Members therein forms part of the Corporate
Governance Report annexed herewith this report. A detailed
report on Corporate Social Responsibility activities initiated
by the Company during the period under review, in compliance
with the requirements of the Act, is annexed with this report.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act,
the Board hereby submit its responsibility Statement:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;
(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company
at the end of the financial year and of the profit and loss
of the company for that period;
(c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a
going concern basis; and
(e) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively; and
(f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.
FAMILIARISATION PROGRAMME FOR INDEPENDENT
DIRECTORS
Pursuant to the provisions of Regulation 25 of the SEBI Listing
Regulations, the Company has formulated a programme
for familiarizing its Independent Directors pertaining to
which all new Directors (including Independent Directors)
inducted to the Board go through a structured orientation
programme. The new Directors are given an orientation on
their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, business model
of the Company, products of the business, group structure
and subsidiaries, Board constitution and procedures,
matters reserved for the Board and the major risks and risk
management strategy of the Company.
The details of the aforementioned programme is available
on the Company''s website at https://investor.groupindogulf.
com/?c=Other%20disclosures. Further, the Company has
received declaration from all the Independent Directors, as
envisaged in sub section (6) of Section 149 of the Act.
EVALUATION OF DIRECTORS, BOARD AND
COMMITTEES
In terms of the Act and SEBI Listing Regulations, the
Board has carried out an Annual Evaluation of its own
performance, performance of the Directors and the working
of its committees, based on the evaluation criteria defined
by Nomination and Remuneration Committee (NRC) for
performance evaluation process of the Board, its Committees
and Directors.
The evaluation of Board of its own performance and that
of its committees and individual directors was conducted
based on criteria and framework adopted by the Board. The
evaluation criteria have been explained in the Nomination and
Remuneration Policy adopted by the Board. The details of the
aforementioned policy is available on the Company''s website
at https://investor.groupindogulf.com/?c=Policies. Further
the Board, in its meeting held on February 11, 2026 also
evaluated the performance of the Board, its committees and
all Individual Directors including Chairman of the Company
and expressed its satisfaction over the performance of the
Board, its Committees and Individual Directors. Furthermore,
|
S. No. |
Name of Subsidiary |
Business |
Country of |
% voting power held |
|
1. |
Indogulf Cropscicnccs Australia Pty |
Agro Chemicals viz. |
Australia |
100% |
|
2. |
Abhiprakash Globus Private Limited |
Agro Chemicals viz. Micro Nutrients, |
India |
100% |
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED
UNDER SECTION 186 OF ACT.
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to
the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Your Company has formulated a policy on related party transactions which is also available on Company''s website at https://
investor.groupindogulf.com/?c=Policies. The Board of the Company has approved the criteria for making the omnibus approval
by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is
obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm''s
length. All related party transactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinary course of the business and on arm''s length basis
under Section 188(1) of the Act and Listing Regulations. The material transactions are disclosed in Form AOC-2 as Annexure
2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Details of all related party transactions are disclosed in Note No. 47 of Consolidated Financial Statement and Note No. 47 of
Standalone Financial Statement of the notes to accounts of the company
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required
under Section 134 (3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in ''Annexure 3''
and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
The Company has a Risk Management Policy in place, and with minimal existential risks identified, adequate measures have
been adopted to mitigate potential threats.
Please refer paragraph on Risk Management of the Integrated Report for detailed analysis.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any joint venture and Associate Company and no Companies have become or ceased to be its
Subsidiaries, joint ventures or associate companies during the year.
During the period under review, the Company has following Wholly Owned Subsidiary Companies as per the details given herein below:
the Board is of the opinion that independent directors of the
company are persons of high repute, integrity & possess the
relevant expertise & experience in their respective fields.
COMPANY''S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
In compliance of the provisions of Section 178(1), the
Nomination and Remuneration Committee has been duly
constituted by the Board and the current composition of
Nomination and Remuneration Committee constitutes Mr.
Rahul Gupta, the Chairperson and Mrs. Anshu Aggarwal &
Mrs. Uma Verma, as Members. The Company has devised
a policy relating to appointment of Directors, payment
of Managerial remuneration, Director''s qualifications,
positive attributes, independence of Directors and other
related matters as provided under Section 178(3) of the
Act and placed the same on its website at https://investor.
groupindogulf.com/?c=Policies.
A) Statutory Auditors
Pursuant to provision of the Act, the Board appointed
M/s Devesh Parekh & Co., Chartered Accountants (ICAI
Firm No. 013338N) for a term of 5 years in 30th AGM of
the company to hold office till the conclusion of the AGM
to be held in 2027.
The Notes on financial 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, adverse remark or
disclaimer.
During the period under review, the Auditors had not
reported any matter under Section 143 (1 2) of the Act,
therefore no detail is required to be disclosed under
Section 134 (3)(ca) of the Act. The Company has
received their continuing eligibility certificate confirming
that they satisfy the criteria provided under Section 141
of the Act.
B) Secretarial Auditors
Pursuant to the provision of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and amended
Regulation 24A of the SEBI Listing Regulations, the
Board appointed Mr. Deepak Rawat /(Peer Review No.
5364/2023), for a term of 5 years commencing from FY
2025-26 in 33rd AGM of the company. However, on March
17, 2026, Mr. Deepak Rawat tendered his resignation
citing health issues as the reason. The Board took note
of the same and in its meeting held on April 07, 2026
appointed M/s NJ & Associates, practicing Company
Secretaries, as the Secretarial Auditor to hold office till
the ensuing AGM under casual vacancy.
Further, pursuant to the recommendation of Audit
Committee and the Board of the company in their
respective meetings held on May 28, 2026, M/s NJ &
Associates, practicing Company Secretaries (Firm Peer
Review No.1486/2021), are proposed to be appointed
for a term of 5 (Five) consecutive years commencing
from FY 2026-27.
The Secretarial Audit Report is self-explanatory. There
are no qualifications/adverse remarks of secretarial
auditors in their Secretarial Audit Report for the Financial
Year ended on March 31, 2026.
The Secretarial Report forms part of this Board Report
as Annexure 1.
C) Cost Auditors
In terms of the requirement of Section 148 of the Act
read with Companies (Cost Records and Audits) Rules,
2014, the cost audit records maintained by the Company
is required to be audited.
The Audit Committee recommended and the Board
appointed M/s Jain Sharma & Associates, a firm of Cost
Accountants in practice (Firm Registration No. 000270),
as Cost Auditors of the Company, to carry out the cost
audit for the financial year 2026-27. The Company has
received their written consent that the appointment
is in accordance with the applicable provisions of the
Act and rules framed thereunder. The remuneration of
Cost Auditors has been approved by the Board on the
recommendation of Audit Committee and in terms of
the Act and Rules thereunder the requisite resolution
for ratification of remuneration of Cost Auditors by the
members has been set out in the Notice of the 34th
Annual General Meeting of your Company.
During the period under review, the Cost Auditor has not
reported any matter under Section 143(12) of the Act,
therefore no details is required to be disclosed under
Section 134(3)(ca) of the Act. The Cost Audit Report of
the relevant period does not contain any qualification,
reservation, adverse remark or disclaimer.
D) Internal Auditors
The Board on recommendation of Audit Committee,
appointed M/s PricewaterhouseCoopers Services
LLP (LLPIN: AAI-8885) as an Internal Auditors of the
company for FY 2025-26 in their meeting held on May
15, 2025.
Further, the Board on recommendation of Audit
Committee, appointed M/s Aditi Gupta & Associates,
Chartered Accountants (ICAI Firm No. 034291N) as
Internal Auditors of the Company to audit the books of
accounts of the company for the financial year 2025-26
in their meeting held on February 11, 2026.
The Internal Auditors'' Report submitted to the Board
were not contained any qualification, reservation, adverse
remark or disclaimer, however suggestions given by the
internal auditors for the improvement of the system
were taken into consideration by the management. No
frauds have been reported by the Auditors under Section
143(12) of the Act requiring disclosure in the Board''s
Report.
Pursuant to Section 1 29(3) of the Act read with Rule 5 of the
Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company''s
Subsidiaries (Form AOC-1) is attached as Annexure 4.
The policy for determining material subsidiaries of the
Company is available on the Company''s website URL: https://
investor.groupindogulf.com/?c=Policies.
PERFORMANCE OF SUBSIDIARY, JOINT VENTURE
AND ASSOCIATES
Subsidiary M/s Indogulf Cropsciences Australia Pty Limited
("ACAPL") was incorporated in Australia. ACAPL is engaged
in the business of Agro Chemicals viz. Micro Nutrients,
Pesticides, Fertilizers. The establishment of our Australian
Subsidiary enables us to tap into a high-demand agricultural
market, streamline the regulatory process through the
OECDMAD, and capitalize on Australia''s strategic location
for broader regional expansion. Australia''s stable regulatory
environment, coupled with its focus on agricultural innovation,
provides a strong foundation for our Company to grow its
business, expand our market reach, and drive future growth
in the Asia-Pacific region. During the period under review, the
ACAPL has earned NIL revenue.
Subsidiary M/s Abhiprakash Globus Private Limited ("AGPL")
was incorporated on 08/1 2/2020 in India under the Act. The
Company is engaged in the business of Agro Chemicals viz.
Micro Nutrients, Pesticides, Fertilizers. During the period
under review, the revenue from operations of AGPL stood at
H725.89 mn against H105.70 mn in the previous year recoding
a tremendous growth and achieved a profit of H15.21 mn
against the loss of H6.48 mn in the previous year. The
management of the AGPL is confident in building a stronger
and more resilient business for the future.
Impact of their contribution to the overall performance of
the company during the period under report is mentioned
in Consolidated Results financial summary as mentioned
hereinabove.
CORPORATE SOCIAL RESPONSIBILITY
The CSR policy has been formulated by the Corporate Social
Responsibility Committee and approved by the Board and
updated time to time. The same may be accessed on the
Company''s website at _ https://investor.groupindogulf.
com/?c=Policies. The key philosophy of all CSR initiatives
of the Company is guided by education, environment and
Sustainability.
The Company would undertake any need-based initiatives in
compliance with Schedule VII to the Act. The report on CSR
activities is annexed herewith and marked as Annexure-5. We
are bound by our commitment towards the society and shall
keep pursing our endeavour of contributing to the society at
large in future.
The Company promotes ethical behavior in all its business
activities and has put in place a mechanism of reporting illegal
or unethical behavior. Pursuant to Section 177(9) of the Act, a
vigil mechanism was established for directors and employees
to report to the management instances of unethical behaviour,
actual or suspected, fraud or violation of the Company''s
code of conduct or ethics policy. The confidentiality of those
reporting violations is maintained and they are not subjected
to any discriminatory practice. No personnel has been
denied the access to the Audit Committee. During the period
under review, no such complaint has been received and no
employee was denied access to the Audit Committee for
reporting violations.
The policy of vigil mechanism is available on the Company''s
website at https://investor.groupindogulf.com/?c=Policies.
INTERNAL FINANCIAL CONTROL SYSTEMS
The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of business,
including adherence to the Company''s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records and timely preparation of reliable financial
disclosures.
The Audit Committee of the Board monitors the performance
of the internal team along with the auditors on a periodic
basis through review of audit plans, audit findings and issue
resolution through follow ups. Each year, there are at least
four meetings in which the Audit Committee reviews internal
audit findings.
Please refer to the paragraphs on Internal Control Systems
and their Adequacy in the Management Discussion & Analysis
section for detailed analysis.
Please refer to the paragraphs on Human Resources in the
Management Discussion & Analysis section for detailed analysis.
Pursuant to Regulation 34 read with Schedule V of the Listing
Regulations, Corporate Governance Report and Secretarial
Auditor''s Certificate regarding compliance of conditions
of Corporate Governance forms part of this report as
Annexure-6. All the Board Members and Senior Management
Personnel of the Company had affirmed compliance with
the Code of Conduct for Board and Senior Management
Personnel. A Declaration to this effect duly signed by the
Managing Director is enclosed as a part of the Corporate
Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the period
under review, as stipulated under Regulation 34 read with
Schedule V of the Listing Regulations is presented in a
separate Section forming part of the Integrated Annual
Report.
PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
The information as required in accordance with Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the details regarding the remuneration and
other requisite details are mentioned in the Annexure-7
attached hereto.
Pursuant to the provisions of Section 136(1) of the Act and as
advised, the statement containing particulars of employees
as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, will be available for
inspection at the Registered Office of the Company during
working hours and Members interested in obtaining a copy of
the same may write to the Company Secretary and the same
will be furnished on request.
No director of the Company who is receiving commission from
the Company is in receipt of any remuneration or commission
from any holding company or subsidiary company of the
Company.
The remuneration policy of the company is available at
https://investor.groupindogulf.com/?c=Policies.
CHANGES IN AUTHORIZED AND PAID UP SHARE
CAPITAL OF THE COMPANY
During the financial year, the Company made a strong stock
market debut and completed the Initial Public Offering (IPO)
of 18,077,476 Equity Shares of Face Value of H10 each,
aggregating to H2,000.00 Millions.
The IPO comprised an offer for sale of 3,603,603 Equity
Shares aggregating to H400.00 Millions by 1,540,960 Equity
Shares by Om Prakash Aggarwal HUF and 2,062,643 Equity
Shares by Sanjay Aggarwal HUF (Collectively, The "Selling
Shareholders") (The "Offer For Sale" and Together With The
Fresh Issue, The "Offer").
Pursuant to the Offer and in compliance with Securities and
Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, 1,80,40,144
Equity Shares at an Offer Price of H111 per Equity Share, be and
are hereby approved to be allotted to the respective applicants
in various categories, such as 62,35,900 Equity Shares to
retail individual investors, 26,72,529 Equity Shares to non¬
institutional investors, 2,23,290 Equity Shares to Employees
and 89,08,425 Equity Shares to qualified institutional buyers,
in terms of the basis of allotment approved by way of its
resolution dated July 01, 2025, in consultation with the book
running lead manager appointed in respect of the Offer and
the BSE Limited (the "Designated Stock Exchange").
Your Company has not invited any deposits from public/
shareholders under Section 73 and 74 of the Act.
The Company has not issued any debentures.
The Company has taken various initiatives to keep the
environment free from pollution. It has already installed
various devices in the factories to control the pollution.
The Company has taken the required insurance coverage
for its assets against the possible risks like fire, flood, public
liability, marine, etc.
COMPLIANCE OF APPLICABLE SECRETARIAL
STANDARDS- SS-1 & SS-2
The Company has complied with the applicable Secretarial
Standards as the case may be.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND
There was no amount which were required to be transferred to
the Investor Education and Protection Fund by the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing a safe and conducive
work environment for all its employees
and associates. It has established a framework that enables
individuals to seek recourse and redressal in cases of sexual
harassment. The Company has implemented a policy in
accordance with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (POSH, 2013). The policy is available on
the website of the company at https://investor.groupindogulf.
com/?c=Policies.
The Company is in compliance with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Accordingly, the Company has duly
constituted an Internal Complaints Committee in compliance
of the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 which ensures immediate response to the complaints
of harassment and fast-track procedure disposal for such
complaints.
Further, during the year under review, following is the summary
of the complaints received by the Internal Complaints
Committee pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013:
|
Pending at |
Received |
Disposed off |
Unresolved at |
|
the beginning |
during the |
during the |
the end of the |
|
of the year |
year |
year |
year |
|
NIL |
NIL |
NIL |
NIL |
Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including all applicable amendments and
rules framed thereunder. It is committed to ensuring a safe,
inclusive, and supportive workplace for women employees.
All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961,
including paid maternity leave, nursing breaks, and protection
from dismissal during maternity leave.
The Company also ensures that no discrimination occurs in
recruitment or service conditions on the grounds of maternity.
Appropriate internal systems and HR policies are in place to
uphold both the spirit and the letter of the legislation.
Details of difference between the amount of the valuation
done at the time of one-time settlement and the valuation
done while taking loans from the Banks or Financial
Institutions along with the reasons thereof:
During the year under review, there has been no one time
settlement of Loans taken from Banks and Financial
Institutions and thus the details of difference between amount
of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not
applicable.
A) There is no application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year and hence said provisions are not applicable.
B) During the year no frauds were reported by the auditors
to the Audit Committee or the Board.
C) All securities of the Company have been dematerialized
and the Company has complied all compliances under
the provisions of the Act.
D) The relationship with the workmen and staff remained
cordial and harmonious during the year and management
received full co-operation from Employees.
E) The equity shares of the company are listed on BSE
Limited ("BSE") & National Stock Exchange of India
Limited ("NSE") having nation-wide trading terminals.
Annual listing fee for the Financial Year 2026-27 have
been paid to exchanges.
Your Directors state that except as stated above no disclosure
or reporting is required in respect of the following items as
there were no transactions on these items during the year:
1. The change in the nature of business, if any
2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.
3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company''s operations in
future.
Your directors place on record their sincere thanks to bankers,
business associates, consultants, and various Government
Authorities for their continued support extended to your
Companies activities during the year. Your directors also
acknowledge gratefully the shareholders for their support and
confidence reposed on your Company.
For and on behalf of the board of directors
INDOGULF CROPSCIENCES LIMITED
Sd/- Sd/-
Om Prakash Aggarwal Sanjay Aggarwal
Whole-time Director Managing Director
DIN:00732440 DIN:00763635
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