As on: Sep 16, 2026 12:57 AM
<dhhead-BOARD'S REPORT</dhhead-
TO
THE MEMBERS OF THE COMPANY
Your Directors are pleased to present the 43rd Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026.
1. FINANCIAL PERFORMACE:
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:
• 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.
• There has been no change in nature of business of your Company.
2. PERFORMANCE HIGHLIGHTS:
Standalone Financial Performance of your Company:
The Revenue from Operations of the Company for the Financial Year ended 31st March 2026 amounted to Rs.1,305.08 Lakhs and earned a net profit of Rs.2.57 Lakhs as against net profit of Rs.14.71 Lakhs in F.Y 2024-25.
Consolidated Financial Performance of your Company:
Your Board takes pleasure in reporting that the Revenue from Operations of the Company for the Financial Year ended 31st March 2026 amounted to Rs.19,252.79 Lakhs and earned a net profit of Rs.18.38 Lakhs against net profit of Rs.(337.07) Lakhs in F.Y 2024-25.
3. AUTHORISED SHARE CAPITAL
The Authorised Share Capital stood at Rs. 23,50,00,000 (Rupees Twenty-Three Crore and Fifty Lakhs only) divided into 18,50,00,000 (Eighteen Crore Fifty Lakh) equity shares of Rs. 1/- (Rupee One) each and 5,00,00,000 (Five Crore) Preference shares of Rs. 1/-(Rupee One) each as on 31st March, 2026.
During the year under review, there was no change in the Authorised Share Capital of the Company.
4. PAID-UP SHARE CAPITAL
The Paid up Share Capital of the Company stood at Rs. 15,25,89,522 (Rupees Fifteen Crore Twenty-Five Lakhs Eighty-Nine Thousand Five Hundred Twenty-Two only) divided into 15,13,07,876 (Fifteen Crore Thirteen Lakhs Seven Thousand Eight Hundred Seventy-Six) Equity Shares of Rs. 1 each totaling to Rs. 15,13,07,876 (Rupees Fifteen Crore Thirteen Lakhs Seven Thousand Eight Hundred Seventy-Six only) and 12,81,646 (Twelve Lakhs Eighty One Thousand Six Hundred Forty Six) 10% Redeemable Non-Convertible Non-Cumulative Preference Shares ("RNCPS") of Rs. 1 each totaling to Rs. 12,81,646 (Rupees Twelve Lakhs Eighty-One Thousand Six Hundred Forty-Six only) as on 31st March 2026.
The Share Capital Structure of the Company at the beginning of Financial year as on 1st April 2025 :-
During the year under review, there was following allotment of Equity shares pursuant to exercise of options by the warrants holders of the Company:
• The Board of Directors of the Company at its meetings held on 30th September, 2025 had allotted in aggregate 3,16,667 (Three Lakh Sixteen Thousand Six Hundred Sixty-Seven) fully paid up equity shares of face value of Rs.1/- each of the Company on a preferential issue basis, upon part conversion of Convertible Warrants into Equity Shares at a price of Rs. 26.20/- (Rupees Twenty-Six and Twenty Paisa only) per Equity Share (including a premium of Rs. 25.20/- (Rupees Twenty-Five and Twenty Paisa only) for each Convertible Warrant, based on their request and upon receipt in aggregate of Rs. 62,22,500/- (Rupees Sixty-Two Lakhs Twenty-Two Thousand Five Hundred only) by the Company from the Warrants Holders towards the balance 75% of the Issue Price.
The Share Capital Structure of the Company at the end of Financial year as on 31st March 2026:-
5. REDEMPTION/ CONVERSION OF SECURITIES
Redemption of 10 % Compulsorily Convertible Preference Shares
• In the Board meeting on 20th June, 2025, the Board of Directors of the Company had approved the allotment of 26,65,242 (Twenty-Six Lakh Sixty-Five Thousand Two Hundred Forty-Two) pursuant to conversion of CCPS into Equity shares of face value of Rs. 1/- each, to Promoters and Non-Promoters. Also, Allotment of 53,30,484 bonus Equity Shares pursuant to the conversion of Compulsory Convertible Preference Shares into Equity Shares in the ratio of 2:1.
6. PERFORMANCE AND FINANCIAL DETAILS OF SUBSIDIARIES
The financial performance of the subsidiaries is discussed in the Report on Management Discussion & Analysis Report. Pursuant to the provisions of Sections 129, 133, 134 and 136 of the Act read with Rules framed thereunder, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 forms part of the Annual Report as Annexure I.
In accordance with Section 136 of the Act, the Annual Accounts of the Subsidiaries are available on the Company's website and also open for inspection by any Member at the Company's Registered Office. The Company will make available these documents and the related detailed information upon request by any Member of the Company or by any Member of its Subsidiary, who may be interested in obtaining the same.
7. REGISTERED OFFICE ADDRESS OF THE COMPANY
The registered office address of the Company is "Village Dabodha, Khasra No 4/18,22,23,24,5//11,6//2,3,4, Tehsil Farrukhnagar, Gurugram, Haryana, 122506".
8. DIVIDEND
During the period under review, your Directors does not recommend any dividend on the equity shares for the year ended March 31st, 2026.
9. TRANSFER TO RESERVES
During the year under review, Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31st, 2026.
10. DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2026, 15,13,07,876 Equity Shares of the Company, amongst which 88.73% held in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE512D01028. The Equity shares of the Company are listed on BSE Limited.
11. RECONCILIATION OF SHARE CAPITAL AUDIT
As per the direction of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30th, 2025, September 30th, 2025, December 31st, 2025 and March 31st, 2026 by a Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.
12. MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as ‘Listing Regulations') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.
14. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business of the Company during the financial year ended on March 31st, 2026.
15. PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
16. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that 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. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the Annual Financial Statements have been prepared on a going concern basis;
e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
f. Thatthe directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. CORPORATE GOVERNANCE REPORT
The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulations are noted in the Board/Committee Meetings from time to time. The Company has implemented several best corporate governance practices.
The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.
18. CERTIFICATE ON CORPORATE GOVERNANCE
The requisite Certificate received from the Secretarial Auditor of the Company, M/s S. Khurana & Associates, Practicing Company Secretaries, in respect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Clause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Integrated Annual Report.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH A MANNER AS MAY BE PRESCRIBED
• CONSERVATION OF ENERGY
During the year under review, the information on the conservation of energy under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable on the Company:
• TECHNOLOGY ABSORPTION
During the year under review, the information on technology absorption under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable on the Company:
• FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review, the Company has foreign exchange earnings and outgo transactions as mentioned below:
FOREIGN EXCHANGE EARNINGS
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm's length basis. During the year, the Company has entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company's Policy on Related Party T ransactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.
The Related Party Transaction Policy is available on the Company's website under the web link www.gourmetgateway.co.in .
The details of the Related Party Transactions, as required under Listing Regulations and the relevant Accounting Standards are given in note 33 to the Financial Statements.
21. AUDITORS AND THEIR REPORT
• STATUTORY AUDITOR
M/s Walker Chandiok & Co. LLP,was appointed as the statutory auditor of the Company, to hold office for five consecutive years from the conclusion of the 40th AGM of the Company, till the conclusion of the 44th AGM to be held for the financial year 2027-28, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.
The Statutory Auditors' Report on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31st, 2026 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any further comments. The Audit report for the FY 2025-26 does not contain any qualification or adverse remarks.
During the year, the Statutory Auditor had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
• INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s Chatterjee & Chatterjee, Chartered Accountants (FRN: 001109C), to undertake the Internal Audit of the Company for the Financial Year ended on March 31st, 2026.
• SECRETARIAL AUDITOR
M/s AASK & Associates LLP, was appointed as the SecretarialAuditor of the Company, to hold office for five consecutive years from the conclusion of the 42nd AGM of the Company, till the conclusion of the 46thAGM to be held for the financial year 2029-30, pursuant to provisions of Regulation 24A and 30 read with Schedule III of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, (SEBI Listing Regulations).
The Secretarial Audit Report given by M/s AASK & Associates LLP, Practicing Company Secretaries, in Form MR-3, for the Financial Year 2025-26 is annexed to this report as Annexure III. There are no qualifications, reservations, adverse remarks or disclaimers in their Secretarial Audit Report.
• COST AUDITOR
During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not applicable on the company.
22. PREVENTION OF INSIDER TRADING
In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said code is available on website of the Company i.e. www.gourmetgateway.co.in . All Board of Directors and the designated person have confirmed compliance with the code.
23. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as Annexure IV.
24. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.
In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3) and other applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards Ind-AS 110 and other applicable Accounting Standards, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31st, 2026, which forms part of the Annual Report.
25. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on the date of this report, the following are Key Managerial Personnel ("KMPs") and Board of Directors of the Company as per Sections 2(51) and 203 of the Act:
Appointment/Re-appointment/Cessation/Change in Designation of Directors and Key Managerial Personnel during the Financial Year:
Appointments & Cessations after the end of Financial Year i.e., March 31st, 2026 till the date of this Report:
26. RE-APPOINTMENT OF DIRECTOR(S) RETIRING BY ROTATION
In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Anubhav Dham, (DIN: 02656812) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.
A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
27. DECLARATION FROM INDEPENDENT DIRECTOR
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.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold highest standards of integrity.
28. MEETINGS OF THE BOARD
The Board met Eight (08) times during the FY 2025-26. The details of composition of Board of Directors and its Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).
Sequence of Board Meetings held during 2025-26:
30.05.2025
• 20.06.2025
• 14.08.2025
• 19.08.2025
• 05.09.2025
• 30.09.2025
• 13.11.2025
• 13.02.2026
29. SEPARATE MEETING OF INDEPENDENT DIRECTORS
As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on 13th February, 2026 to review, among other things, the performance of non-independent directors and the Board as whole, evaluation of the performance of the Chairman and the flow of communication between the board and the management of the Company.
30. MEETING OF COMMITTEES
The Audit committee met Five (05) times during the FY 2025-26, Nomination and Remuneration Committee met Three (03) times during FY 2025-26 and Stakeholder Relationship Committee and Independent Director's Committee met once during the FY 2025-26. The details of composition of Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).
31. ANNUAL BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, the Individual Directors, the Chairman of the Company, etc. pursuant to the provisions of the Companies Act, 2013 read with the Rules framed thereunder and SEBI (LODR) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information, and functioning etc., and the performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.
In a separate meeting of Independent Directors, performance of the Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
Outcome of the Evaluation
The Board of the Company was satisfied with the functioning of the Board and its Committees. The Committees are functioning well and besides covering the Committees' terms of reference, as mandated by applicable laws, important issues are brought up and discussed in the Committee Meetings. The Board was also satisfied with the contribution of Directors in their individual capacities. The Board has full faith in the Chairman leading the Board effectively and ensuring participation and contribution from all the Board Members.
32. FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Your Company has adopted a familiarization programme for Independent Directors to familiarize them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.
The details of the familiarization programme of the Independent Directors are available on the website of the Company www.gourmetgateway.co.in .
33. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of Seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer the said amount to the IEPF established by the Central Government as the company has not declared any dividend in any financial year.
34. DETAILS OF FRAUD REPORT BY AUDITOR
There have been no instances of fraud reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under either to the Company or to the Central Government.
35. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate financial control system and framework in place to ensure:
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its effectiveness. The management has established internal control systems commensurate with the size and complexities of the business.
The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessary corrective actions where weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in the internal control systems and processes. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee. Accordingly, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2025-26.
36. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company has five (05) Subsidiary Companies (including Step down Subsidiaries) as on March 31st, 2026:
In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company's Subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of the Annual Report, which covers the financial position of the Subsidiary Companies.
In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.
37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
The details of Loans, Guarantees, Investments under the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 as of 31st March 2026 form part of the Notes to the financial statements provided in this Annual Report.
38. VIGIL MECHANISM/WHISTLE BLOWERPOLICY
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Your Company has adopted a whistle blower policy and has established the necessary vigil mechanism for directors and employees to facilitate reporting of the 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 in exceptional cases.
The said policy is uploaded on the website of your Company at www.gourmetgateway.co.in .
39. RISK MANAGEMENT POLICY
Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity's objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz.
- Risk Assessment
- Risk Management
- Risk Monitoring
The Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company; Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.
40. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management.
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company i.e. www.gourmetgateway.co.in .
41. POLICY ON SEXUAL HARASSMENT
The Company has in place a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace
in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has formed an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.
During the financial year ended 31st March 2026, the Company had not received any complaints pertaining to Sexual Harassment.
42. STATEMENT CONCERNING ABOUT COMPLIANCE OF PROVISION RELATING TO THE MATERNITY BENEFIT ACT 1961
Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the Company affirms that it is in compliance with the provisions of the Maternity Benefit Act, 1961. The Company remains committed to providing a safe, supportive, and inclusive work environment for women employees, in line with the applicable statutory requirements.
43. CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
44. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016 (‘IBC')
During the financial year under review, neither any application is made by the Company, nor is any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016.
45. ANNUAL RETURN
Pursuant to the provisions of section 92 (3) of the Companies Act, 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014, Annual return of the Company is available on the website of the Company at www.gourmetgateway.co.in .
46. INVESTOR RELATIONS:
Your Company always endeavors to promptly respond to shareholders' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors' grievances.
47. COMPLIANCE OF THE SECRETARIAL STANDARDS
The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.
48. GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company under any scheme.
3. During the year under review, there was no order passed by any statutory authority.
4. During the year under review, there are no instances of one-time settlement with any banks or financial institutions.
5. There was no revision of financial statements and Board's Report of the Company during the year under review.
49. LISTING AT STOCK EXCHANGE
The Equity Shares of Company are listed on BSE Limited is actively traded. The Company has already paid the Annual Listing Fee to the concerned Stock Exchanges for the year 2025-26 and 2026-27.
50. HUMAN RESOURCE MANAGEMENT AND INDUSTRIAL RELATIONS
During the period under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.
The Industrial relation continued to remain cordial at all level of the employee during the year.
51. ACKNOWLEDGEMENT
The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates. The directors are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.
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