As on: Jun 25, 2026 08:45 PM
Dear Members,
Your Directors present their 22nd Annual Report with the standalone and consolidated annual audited accounts of the Company for the year ended March 31, 2026.
1. Financial Results:
2. State of Company's Affairs:
Financial Statement:
The Company has complied with the applicable provisions of the Companies Act, 2013 (the Act) and the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), Regulations, 2015 ('the Listing Regulations') in preparation of Standalone and Consolidated financial statements.
The audited consolidated Balance Sheet as at 31st March, 2026, consolidated statement of Profit and Loss for the year ended as on that date together with the Notes and Reports of Auditors along with the Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), Cash flow Statements , Management Discussion and Analysis Report forms part of the Annual Report. The financial figures have been regrouped, wherever required, in line with disclosure requirements under Schedule III of the Act.
a. Standalone:
During the year under review the Company has earned a total income of Rs. 3,503 Lakhs as against Rs. 530 Lakhs in the previous year. The Company has incurred total expenses of Rs. 2,100 Lakhs as compared to previous year's expenses of Rs. 2,204 Lakhs. The Company has incurred net profit of Rs. 1,05,931 Lakhs for the year 2025-2026 as against a net profit of Rs. 1551 Lakhs in the previous year.
b. Consolidated:
During the year under review the Company has earned a total income of Rs. 3,221 Lakhs as against Rs. 1,527 Lakhs in the previous year. The Company has incurred total expenses of Rs. 2,129 Lakhs as compared to previous year's expenses of Rs. 2,902 Lakhs. The Company has incurred net profit of Rs. 1,18,874 Lakhs for the year 2025-2026 as against a net profit of Rs. 1,838 Lakhs in the previous year.
3. Dividend:
No dividend has been declared in the year 2025-26. Further there was no such amount towards unpaid Dividend to be transferred to the IEPF during the current year.
4. EPS
The Basic Earnings per Share has increased from Rs. 1.06 of previous year to Rs. 72.64 in the current year 2025-26.
5. Deposits
The total amount of fixed deposits (excluding interest on Cumulative Deposits) from public, outstanding and unclaimed as at 31st March, 2026, was NIL.
The Company has not accepted any fresh deposits as per the provisions of Section 73 of the Act during the current financial year.
6. Transfer to Reserves
No amount was required to be transferred to the reserves.
7. Material changes and commitments, if any, affecting the financial position of the Company occurred between the end of the financial year to which the financial statement relate and the date of the report:
There were no such material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.
The Company has re-paid its outstanding dues with the lender (JFC ARC) and has settled its loan with the lender.
8. Change in the Nature of Business, if any
During the year under review, there has been no change in the nature of business.
9. Changes in Share Capital
During the Financial Year 2025-26, your Company did not effect any change in the authorised and Paid up Share Capital and hence, the authorised capital stood at ^150,00,00,000 & paid up Equity Share Capital of the Company stood at 14,58,32,100 Equity Shares of ^10 per Equity Share amounting to ^ 145,83,21,000.
10. Amendment of MOA and AOA
During the year under review there were no any amendment in MOA and AOA of the Company
11. Finance and Accounts
As mandated by the Ministry of Corporate Affairs, the Financial Statements for the year ended March 31, 2026 have been prepared in accordance with the Ind AS, notified under Section 133 of the Companies Act, 2013 read with The Companies (Accounts) Rules, 2014, as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to give a true and fair view of the state of affairs and profits and cash flows of your Company for the year ended March 31, 2026.
12. Consolidated Financial Statements
As per Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") and Section 129 of the Act read with Schedule III to the Act, the Consolidated Financial Statements of your Company for the financial year ended March 31, 2026 have been prepared in accordance with the relevant Ind AS issued by the
Institute of Chartered Accountants of India and on the basis of the audited financial statements of your Company and the last Audited Financial Statements of your Company's subsidiaries as approved by their respective Board of Directors.
13. Human Relations
During the year under review, employee relations at all sites remained cordial. Despite the exceptional challenges faced in past years, the motivated work force aided your Company in maintaining its Industrial Relations at all time.
14. Significant or material orders passed by the regulators/ courts :
During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals against the Company, impacting the Company's operations in future.
There are no orders passed by under IBC against the Company during the current year.
15. Significant events/actions, having a major bearing on the Company's affairs:
There are no significant events/actions during the previous year that may have a major bearing on the Company Affairs.
16. Board Diversity:
Your Company believes that a diversified board will bring differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage and as a collective is equipped to guide the business and strategy of the company.
At present, your company have an appropriate mix of executive, non-executive, women and independent directors to maintain the independence of the Board, and separate its functions of governance and management. Also one of the independent directors on the Board of the Company is a woman director.
17. The Board of Directors and the composition thereof
I. Composition of the Board
The Board of the Company currently comprises of 6 (Six) Directors of which three are Independent Directors including an Independent Woman Director. The Composition of the Board of Directors is in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.
Declaration by Independent Directors
The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the financial year ended March 31, 2026. Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
All Independent Directors of the Company have registeredrisk themselves as Independent Director with Indian Institute of Corporate Affairs at Manesar in accordance with the Companies (Appointment and Qualification of Directors) Rules, 2014.
II. Change in the Board
Mr. Nitesh Shetty (DIN:00304555) appointed as Chairman & Managing Director of the Company since 2006 and has been reappointed by special resolution passed by the shareholders for the period of one year with effect from 15th December 2025 to 14th December 2026 (both days inclusive).
Mr. L S Vaidyanathan (DIN: 00304652) appointed as Whole time Director designated as Executive Director - Business Development of the Company and has been re-appointed by special resolution passed by the shareholders for the period of 12 months with effect from 01st June 2025 to 31st May 2026 (both days inclusive).
Mr. Krishna Kumar N G and Ms. Gayathri M N , both non-Executive Independent Director on board of the Company has completed 5 Years of term in the year 2025-26 and has been re-appointed as non-Executive Independent Director on board of the Company for another term of 5 (Five Years).
During the year, Mr. Ramesh Karur Raghavendran (DIN:03572425) has been appointed as Whole-time Executive Director and Chief Financial Officer of the Company, who shall retire by rotation in the Annual General Meeting, and is eligible for re-appointment.
All appointment of the Directors of the Company have been duly intimated to the Stock Exchanges and to the Ministry of Corporate Affairs, New Delhi.
III. Meetings of the Board
The Board of Directors met 7 (Seven) times during the year on following dates;
In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR), a separate meeting of the Independent Directors were held on 28th January 2026.
The Composition of the Board and the Committees along with the meeting attendance details are provided in the Corporate Governance Report.
IV. Annual Evaluation of the Board, its Committees and Individual Directors
The Independent Directors of the Company at their separate meeting held on 28th January 2026as per the provisions of Section 149 read with Schedule V of the Companies Act, 2013 and the Listing Regulations, had carried out an annual evaluation of the Board, Committees and individual Directors' performance. The performance of the Board was evaluated after seeking inputs from the Independent Directors on the basis of criteria such as Board composition, Structure, Board processes and their effectiveness, information given to the Board, etc.
The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the individual Directors' on the basis of criteria such as their participation, contribution at the meetings, and their preparedness on the agenda items to be discussed etc. Additionally the Chairman was also evaluated on key aspects of his role.
V. Familiarization programme for Independent Directors
The Company proactively keeps its Directors informed of the activities of the Company, it's Management and operations and provides an overall industry perspective as well as issues being faced by the industry.
The Company also keeps the Board updated on the applicable Laws, Regulations, Enactments etc. and any changes, amendments thereon from time to time.
18. Directors' Responsibility Statement
In terms of the requirements of Section 134(5) of the Companies Act, 2013, we, on behalf of the Board of Directors, hereby state that:
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 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) the directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.
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.
19. Nomination and Remuneration Policy
The Nomination and Remuneration Committee (NRC) has formulated a policy relating to nomination of and remuneration for the directors, Key Managerial Personnel and Senior Management personnel.
The Nomination and Remuneration policy has been prepared pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations and were recently updated.
Non-Executive Independent Directors are remunerated by way of sitting fees for attending the meetings of the Board and the Committees thereof. During the year the sitting fees paid for Board Meetings and Audit Committee meetings is Rs. 50,000/- for all the meetings attended during the quarter, the Nomination & Remuneration Committee is Rs 15,000/- and the Stakeholders Relationship Committee is Rs. 15,000/-.
The Nomination & Remuneration Policy of the Company is uploaded on the Website of the Company at: https://satchmoholdings.in/policies-other-related-matters/
Remuneration Details of Directors and Employees pursuant to Section 134 of the Companies Act, 2013 and the Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in the remuneration is as follows:
The shareholders of the Company has earlier approved the appointment of Mr. Nitesh Shetty as Managing Director and Mr. L S Vaidyanathan as Whole-Time Executive Director of the Company along with the terms of remuneration payable to, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of appointment.
20. Vigil Mechanism / Whistle Blower Policy
The Company has a vigil mechanism policy for its Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct/business ethics that provides for adequate safeguards against victimization of the director(s) and employee(s) who avail of the mechanism. None of the Directors/Employees of the Company have been denied access to the Chairman of the Audit Committee. No complaint has been received during the financial year 202526.
21. Business Responsibility and Sustainability Report (BRSR)
In terms of the provisions of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, submission of the Business Responsibility and Sustainability Report (BRSR) is not applicable to the Company for the financial year under review.
22. Corporate Social Responsibility
Since the applicability for CSR was below the threshold limit in the previous year, the Company has not contributed towards any CSR activities during the year 2025-26. The Company was also not required to constitute a separate Corporate Social Responsibility Committee under the provisions of Companies Act 2013.
The average net profit for the current year 2025-26 is more than 5 Crores, the Company shall be required to spend 2% of the average net profits of the last 3 financial years in the year 2026-27.
23. Internal Financial Controls
The Board of the Company is of the opinion that the Company's Internal Financial Controls were adequate and effective during the period ended as on 31st March, 2026, based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including audit of Internal Financial Controls over financial reporting by the Statutory Auditors, and the reviews performed by Management and the relevant Board committees, including the Audit Committee.
The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.
The Company has a proper and adequate Internal Control System to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to Management is reliable and timely. Company ensures adherence to all statutes.
24. Statutory Auditors
At the Annual General Meeting held on 28th June, 2024 M/s KAMG & Associates, Chartered Accountants, (Firm Registration number 311027E) were appointed as Statutory Auditors of the Company to hold office for first Term of 5 consecutive years from the conclusion of Twentieth (20th) Annual General Meeting of the Company until the conclusion of Twenty Fifth (25th) Annual General Meeting of the Company to be held in the calendar year 2029.
M/s KAMG & Associates, Chartered Accountants (Firm No. 311027E) Statutory Auditors of the Company have expressed an unmodified opinion in their Audit Report for the financial year ended 31st March, 2026. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
Hence there are no qualifications or adverse remarks in the Audit Report for the Board of Directors of the Company.
25. Secretarial Aud itor
The Board of Directors of the Company appointed M/s Kedarnath & Karthik (Firm of Company Secretaries) as the Secretarial Auditors of the Company for the a period of five years in the last Annual General Meeting. The Secretarial Audit Report for the year ended 31st March, 2026 issued by the Secretarial Auditors in accordance with the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder is annexed to this report separately as Annexure - A.
There are no qualifications or adverse remarks in the Secretarial Audit Report for the Board of Directors of the Company.
26. Particulars of remuneration of employees
The details of remuneration to Directors, Key Managerial Personnel and the statement of employees in receipt of remuneration exceeding the limits prescribed under Section 134 of the Companies Act, 2013 read with rules made thereunder has been provided in Annexure B to this report. There were a total of 78 employees during the end of the financial year.
27. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
In terms of Section 134 of the Companies Act, 2013 read with rules made thereunder, the particulars of conservation of energy, technology absorption, and foreign exchange earnings and outgo are set out in Annexure C to this report.
28. Corporate Governance
In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, Corporate Governance Report forms part of this Annual Report.
Further, a certificate from M/s Kedarnath & Karthik (Firm of Company Secretaries) affirming the compliance with the various provisions of the Corporate Governance in terms of Regulation 27 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms part of the Annual Report and exhibited separately.
29. Accounting Standards
Your Company has adopted "IndAS" and the financial statements has been prepared in accordance with Indian Accounting Standards (Ind AS), the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.
30. Secretarial Standards
The Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
31. Reconciliation of Share Capital Audit
As per the directive of Securities and Exchange Board of India, M/s Kedarnath & Karthik (Firm of Company Secretaries), undertook the Reconciliation of Share Capital Audit on a quarterly basis and the reconciliation documents, for the year under review, have been duly uploaded on the website of the Stock Exchange.
A qualified practising Company Secretary carries out reconciliation of share capital to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The reconciliation of share capital audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL
32. Cost Audit and Cost Records
During the year under review, provisions of Section 148 of the Companies Act, 2013 read with Rule 4 of the Companies (Cost Record and Audit) Rules, 2014, that every company specified in item (B) of rule 3 shall get its cost records audited in accordance with these rules was not applicable for the Company for the year 2025-26 as the overall annual turnover of the company from all its products and services during the financial year ending 31st March 2026 (immediately preceding financial year) was much below the prescribed limit under the Act.
However, the maintenance of Cost Records as prescribed under the provisions of Section 148 of the Act was applicable for the business activities carried out by the Company. The Company as such maintains the Cost Records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 as applicable to the Company
33. Political Contribution
Your Company has not made any political contribution to any political parties during the financial year under review.
34. Certificate Pursuant to Clause 10 of Schedule V of (LODR), Reg, 2015:
In terms of sub clause (i) of clause 10 of Part C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained certificate from Practicing Company Secretary with respect to disclosure/ declaration/ representation received from the directors and taken on record by the Board of Directors, as on March 31, 2026, none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by the SEBI/ Ministry of Corporate Affairs or any such other statutory authority. The above said Certificate is appended hereto and forms part of the Corporate Governance Report.
35. Code of Conduct
In terms of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, a declaration signed by Mr. Nitesh Shetty, the Chairman & Managing Director of the Company affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the financial year 2025-26 forms part of the Corporate Governance Report.
36. Management Discussion and Analysis Report
In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is presented in a separate section and forms part of the Annual Report.
37. Extract of the Annual Return
In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, rule 12, sub rule (1) as amended, the extract of the Annual Return (MGT-9) is no longer required to be attached along with Board Report. The copy of the Annual Return for the year 2025-26 can be accessed on the Company's website at the link: https://satchmoholdines.in/Annual Return/
38. Particulars of Loans, Guarantees and Investments
Pursuant to the provisions of Section 134 of the Companies Act, 2013 the particulars of the loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 is detailed in the Notes to Accounts section of the Annual Financial Statements.
During the year under review the Company has not obtained any fresh new Loans, guarantees and securities from any financial institutions or Banks and all Loans, guarantees and securities are within the limits as prescribed under section 186 of the Companies Act, 2013.
During the year under review the Company has made in investment of Rs. 6,62,74,950 towards equity capital in its Wholly Owned Subsidiary - Satchmo Foods Private Limited by subscribing 66,27,495 Equity shares of Rs. 10/- each in its Equity Share Capital.
The Company has further proposed to invest Rs. 5 Crores in trenches towards the plant and machinery in Satchmo Foods Private Limited, its wholly owned Subsidiaries as the production at food factory has already commenced.
During the year under review the Company has made in investment of Rs. 9,66,010 towards equity capital in its Wholly Owned Subsidiary - Satchmo Foods Private Limited by subscribing 96,601 Equity shares of Rs. 10/- each in its Equity Share Capital.
39. Related Party Transactions
During the year under review, the Company has obtained all necessary approvals for contract/ arrangement/ transaction entered with a related party in terms of the policy adopted by the Company and under the provisions of Section 188 of the Companies Act, 2013 and the Listing Regulations 23 of SEBI (LODR) on the Related Party transactions.
The transactions entered with the Related Parties as defined under the Companies Act, 2013 and identified by the Company are at arms-length and in the normal course of business transactions. There were no material related party transactions entered by the Company during the previous year, which requires prior Shareholder's approval.
The Related Party Transactions under IND-AS 24 undertaken during the financial year 2025-26 are detailed in the Notes to Accounts section of the Annual Financial Statements.
The Half yearly reports of Related Party transactions has also been placed on the website of BSE (Exchange).
40. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace. There were no cases reported under POSH Act during the previous and the corresponding return were filed on time with the respective authority.
41. Risk Management Policy
The Company has formulated a comprehensive Risk Management Policy and is in regular compliance of the same. The Company has appropriate and effective risk management systems, which carries out risk identification, assessment and ensures that risk mitigation plans are in place.
42. Review of Subsidiaries and Associates
Pursuant to Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries and associates, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Companies Act, 2013 read with the rules made thereunder, forms part of the Annual Report.
A statement containing the salient features of the financial statements of the Company's subsidiaries is annexed to the Consolidated Financial Statement in the prescribed format of Form AOC-1.
Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements along with the relevant documents and separate accounts in respect of subsidiaries are available on the website of the Company.
During the year the following material changes occurred relating to subsidiaries:
The Company has de-subsidizing the Wholly Owned Subsidiaries of the Company namely - Northroof Ventures Private Limited (NVPL) and Marathalli Ventures Private Limited (NVPL) the year 2025-26 and hence Northroof Ventures Private Limited (NVPL) and Marathalli Ventures Private Limited (NVPL) ceases to be Subsidiary of the Company as on 31st March 2026.
The Company has incorporated one more wholly owned subsidiary of the Company in the name of SATCHMO SERVICES PRIVATE LIMITED and has made an investment of Rs. 9,66,010 towards equity capital by subscribing 96,601 Equity shares of Rs. 10/- each.
In terms of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for determining material subsidiaries. The Policy may be accessed on the Company's website at the
link: https://satchmolholdings.in/policies-other-related-matters/
43. Other disclosures/Reporting
No disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:
• Issue of Equity Shares with or without differential rights as to Dividend, voting or otherwise
• Issue of Shares (including sweat equity shares) to Employees of the Company under any scheme
• None of the Directors including Managing Directors or Whole Time Directors of the Company received any remuneration or commission from any of the Company's subsidiaries
• No frauds has been reported by the Internal Auditors to the Audit Committee
44. Prevention of Insider Trading
In terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has made a Code of practices and procedures for fair disclosure of unpublished price sensitive information and prevention of insider trading to prohibit the insider trading, to govern the fair disclosure of unpublished price sensitive information and to attain equality of access to such information with a view to regulate trading in securities by the Directors and designated employees of the Company. All Directors and the designated employees have confirmed compliance with the Code.
The Company has also has complied with the requirement of Structured Digital Database (SDD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations) the Company has purchased a software for recording of Name, PAN and email id etc. of the person to whom Unpublished Price Sensitive Information is shared for genuine purpose and the Board confirms that the Company has a system driven Structured Digital Database in place to capture all the UPSI.
45. Depository System
As the members are aware, your Company's shares are tradable in electronic form and the Company has established connectivity with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the advantages of the Depository System, the members are requested to avail of the facility of dematerialisation of the Company's shares.
46. Industrial Relations
Industrial relations in the food factory units of its subsidiary and ay all service locations remained cordial and peaceful throughout the year.
47. Details of application made/proceedings pending under IBC code, 2016 during the year and their status as at the end of financial year 2025-2026
The Company had earlier, on July 22, 2024, intimated the Exchange regarding the filing of an application for initiation of Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("IBC") filed by JCF Asset Reconstruction Company (ARC) against the Company.
The matter was subsequently heard by the National Company Law Tribunal, Bengaluru Bench and upon hearing the matter, the NCLT, Bengaluru Bench, has passed an order on 11th November 2025 disposing of the said insolvency proceedings and with this the application filed for initiation of CIRP under Section 7 of IBC was dismissed during the year.
Other NCLT Matters:
a. NCLT, New Delhi - Proceedings initiated by Resolution Profession of a company in liquidation namely, Dion Global Solutions Limited under Section 60(5) read with Section 25 of IBC alleging that an amount of Rs.88,500/- (Rupees Eighty Eight Thousand and Five Hundred Only) is payable by Satchmo (NEL) as per the books of Dion Global Solutions Ltd.
b. NCLAT, Chennai - Flinta Real Estate LLP had filed proceedings against Satchmo under Section 7 of IBC (in its capacity as allottee of apartments) before NCLT Bangalore which was dismissed. Against the said order, Flinta LLP challenged the order of dismissal before NCLAT, Chennai
48. Details of difference between the 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 : NA
Details of one time settlement, if any : One-Time Settlements with the ARC ("Lender") for an aggregate amount of Rs. 109 Crores (Rs. 70 Crores for Satchmo Holdings and Rs. 39 Crores for its two subsidiaries) has been paid and settled during the year. The Company has also paid all the dues as per the One-Time Settlements with HDFC Bank during the year 2025-26 and has no loans with any financial institution as on 31st March 2026.
49. Additional Information to shareholders
All important and pertinent investor information such as financial results, press releases, project updates and other corporate announcements are made available on a regular basis on the website www.satchmoholdings.in of the Company.
50. Acknowledgement:
Your Directors are pleased to place on record their sincere appreciation of the valuable assistance and co-operation extended to the Company by its Customers, Bankers, Financial Institutions, State and Central Government authorities, Service Providers, Contractors and the Shareholders for the Company's operations.
Your Directors also place on record their appreciation on the significant contributions made, and support extended, by the employees of the Company at all levels during the year.
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