To
The Members,
ABM International Limited
The Directors have pleasure in presenting the 43rd Annual Report of the company together with the financial statements, for the year ended on 31st March 2026.
FINANCIAL PERFORMANCE OF THE COMPANY:
During the Financial Year 2025-2026, The Financial position of the Company is as under:
| Particulars | Year ended 31st March, 2026 | Year ended 31st March, 2025 | Year ended 31st March, 2026 | Year ended 31st March, 2025 |
| Standalone | Consolidated | |||
| Turnover | 5445.95 | 8019.32 | 5445.95 | 8019.32 |
| Profit before depreciation | -227.57 | -182.89 | -227.57 | -182.89 |
| Depreciation | 2.14 | 3.06 | 2.14 | 3.06 |
| Net Profit after depreciation | -229.71 | -185.95 | -229.71 | -185.95 |
| Provision for taxation (Net) | 15.78 | 50.33 | 15.78 | 50.33 |
| Net Profit (Loss) for the year after tax | -213.93 | -135.61 | -213.93 | -135.61 |
| Share of Profit/(loss) Associates | -- | -- | -0.97 | -0.83 |
| Surplus brought forward from previous year | -438.04 | -302.43 | -51.17 | 85.27 |
| Surplus available for Appropriation | -651.97 | -438.04 | -266.07 | -51.17 |
| Proposed Dividend | - | - | - | - |
| Tax on proposed dividend | -- | -- | -- | -- |
| Balance carried over to next year | -651.97 | -438.04 | -266.07 | -51.17 |
KEY HIGHLIGHTS
During the period under review, the turnover of the Company for the year 2025-2026 has decreased to Rs. 54.45 crore, as against Rs 80.19 crore in the previous year 2024-2025, resulting in a decrease of 32.10 %. The Company has incurred a loss of Rs. 2.13 Crore in the year 2025-2026, as compared to a loss of Rs. 1.35 Crore in the previous year 2024-2025.
The Earnings per share (EPS) for the year stood at Rs. -2.27, as compared to Rs -1.44 in the previous year. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS
The financial statements of the Company for FY 2025-26, on a standalone and consolidated basis, have been prepared in compliance with the Companies Act, 2013 (the ‘Act) applicable Accounting Standards and the Listing Regulations and amendments thereto and are disclosed in accordance with Schedule III of the Act. The consolidated financial statements incorporate the audited financial statements of the Associates of the Company.
DIVIDEND:
The Directors have not recommended any dividend for this financial year.
RESERVES:
Taking into account over all financial performances of the Company, your Directors have not transferred any amount to General Reserve Account.
STATE OF COMPANYS AFFAIR:
The company is primarily engaged in import of plastic raw materials and has continued with this business in the current year also. Your board is hopeful that during the current year your company will do better.
CHANGE IN THE NATURE OF BUSINESS:
During the financial year under review, no changes have occurred in the nature of the Companys business.
MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE DIRECTOR REPORT:
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and date of the director report of the Company to which the financial statements relates.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There have been no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
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 and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-2026.
SECRETARIAL STANDARD:
The Company complies with all applicable mandatory secretarial standards issued by the institute of Company Secretary of India.
COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178:
The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and also available on the Company website. https://abmintl.in/Pdf files/policv-on-Independent-Director.pdf
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
As on March 31, 2026, the Company had only one Associate Company i.e. Prisha Promoters Private Limited. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and its Associate Company. The Company holds 49.64% equity in Prisha Promoters Private Limited, which reported a net loss of Rs -1.95 Lakh during the year ended March 31,2026.
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Compan ies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Ventures in Form AOC-1 is attached as "Annexure A".
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not given any loan, guarantee, or security in connection with a loan to any other body corporate or person, nor has it acquired, by way of subscription, purchase, or otherwise, any securities of any other body corporate.
DEPOSITS:
During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
AUDITORS AND AUDITORS REPORT:
(1) STATUTORY AUDITORS:
The Report given by M/s. Salarpuria & Partners, Chartered Accountants (Firm Registration No: 302113E), Statutory Auditors on the financial statements of the Company for the Financial year 2025-2026 is part of Annual Report. The Notes on financial statements referred to in Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report on Financial Statement for F.Y. 2025-2026.
(2) SECRETARIAL AUDITORS:
a. Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s Mohit Mehta & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the year ended 31st March, 2026. The Secretarial Audit Report is annexed as "Annexure B".
The Secretarial Audit Report for the financial year ended 31st March, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.
b. The secretarial Auditor of the company M/s Mohit Mehta & Associates has issued a certificate that none of Director on the Board of the Company have been Debarred or disqualified from being appointed or continuing as a director of the Companies by the board/Ministry of Corporate Affairs or any such statutory authority.
(3) INTERNAL AUDITOR
The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Pawan N. Gupta & Associates as the Internal Auditor of the Company.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor the Secretarial Auditors has reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officer or employees, the details of which would need to be mentioned in the Boards Report.
SHARE CAPITAL:
The paid-up Equity Share Capital as on 31st March, 2026 was 9.408 Crores. During the year under review, the Company did not issue any shares.
The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares, and does not have any scheme to fund its employees to purchase the shares of the Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2025-26 is available on Companys website at https://www.abmintl.in .
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
(A) Conservation of energy-
(i) The steps taken or impart on conservation of energy: N.A.
(ii) The steps taken by the company for utilizing alternate sources of energy: N.A.
(iii) The capital investment on energy conservation equipment: NIL
(B) Technology absorption-
(i) The efforts made towards technology absorption: NIL.
(ii) The benefits derived: NIL
(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL
(iv) The expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo-
| S. No. Particulars | 2025-2026 | 2024-2025 |
| 1. Foreign Exchange Earning | NIL | NIL |
| 2. Foreign Exchange Outgo | NIL | NIL |
| 3. F.O.B. Value of Exports | NIL | NIL |
| 4. C.I. F Value of Imports | 3955.45 | 8829.28 |
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), is presented in a separate section, which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act, 2013 was not applicable to the Company during the financial year 2025-26.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
>The Company has received the necessary declaration from each Independent Directors in accordance with Section 149(7) of the Companies Act, 2013, that he meets the criteria of independence as laid out in sub-section (6) of Section149 of the Companies Act, 2013.
The Board of Directors of the Company, On the basis of recommendation of the Nomination and Remuneration Committee, have approved the re-appointment of Mr Rajneesh Gandhi (DIN: 00244906), as Managing Director of the Company for a period of 3 (three) years effective December 9,2025, not liable to retire by rotation.
The members at the 42nd AGM of the Company held on 30th September 2025 had approved the said reappointment.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. S.S. Rana (DIN: 02777361) retires by rotation at the forthcoming AGM and being eligible, offers himself for reappointment. The Board recommends his re-appointment for the approval of the members at the forthcoming AGM. Brief details of Mr. S.S. Rana (DIN: 02777361) are given in the notice of AGM.
During the financial year under review, Mr. Vishwanatha Mahalingam resigned from the office of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from January 6,2026.
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Deep Kumar Sharma as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from January 10,2026.
Further, post closure of the financial year, following changes took place:
Mr. Deep Kumar Sharma resigned from the office of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) with effect from May 30,2026, due to his pre-occupation and other personal commitments.
The Board of Directors appointed Mr. Sushil Gambhir as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from June 1, 2026.
Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are- Mr. Rajneesh Gandhi, Managing Director, Mr. Sushil Gambhir, Chief Financial Officer and Mr. Amit Kumar, Company Secretary & Compliance Officer.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
During the year under review, Eight (8) Board meetings were held on 9th May, 2025, 29th July, 2025, 12th August, 2025, 6th September, 2025, 11th November, 2025, 30th December, 2025, 10th January, 2026 and 11th February, 2026. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report.
BOARD EVALUATION:
In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 11th February, 2026, wherein the performance of the non-independent directors including Chairman was evaluated.
The Board, based on the recommendation of the Nomination and Remuneration Committee ("NRC"), evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.
The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to active participation at the Board and Committee Meetings.
AUDIT COMMITTEE:
The Company, being a Listed Company, has an Audit Committee duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The composition of the Audit Committee, its terms of reference and other relevant details are provided in the Corporate Governance Report forming part of this Annual Report.
During the financial year under review, the Audit Committee met as required under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All the recommendations made by the Audit Committee during the year were duly considered and accepted by the Board of Directors.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company has a Stakeholders Relationship Committee duly constituted in accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The composition of the Stakeholders Relationship Committee, its terms of reference and other relevant details are provided in the Corporate Governance Report forming part of this Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and as per the listing regulations, the Company has adopted a
Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behavior, actual or suspected, fraud or violation of the Companys Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism. The policy adopted by the company is also posted on the website of the company https://abmintl.in/Pdf files/whislter-bolwer-policv-2026.pdf
NOMINATION AND REMUNERATION COMMITTEE:
The composition of the Nomination and Remuneration Committee, its terms of reference and other relevant details are provided in the Corporate Governance Report forming part of this Annual Report.
Remuneration of the Key Managerial Personnel and Employees of the Company is based on the performance of the company. Remuneration of the employees are revised on timely basis and based on their performances. The company generally sees the ability and review the performance of the candidate before the appointment of the Director.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2025-2026 in the prescribed format, Form AOC-2 has been enclosed with the report as "ANNEXURE C".
RISK MANAGEMENT POLICY:
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implemented the Risk Management Policy for the Company including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the Company. These are discussed at the meeting of the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, the Company did not receive any complaint.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that they fulfill the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves for their continuance as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
In termsof the provisionsof Section 197(12) of the Companies Act, 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees drawing remuneration in excess of the limits set out in the said Rules.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been enclosed with the report as "ANNEXURE D".
CORPORATE GOVERNANCE
The provisions relating to Corporate Governance specified under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), are not applicable to the Company pursuant to Regulation 15(2) (a) of the SEBI LODR Regulations, as the prescribed thresholds relating to paid-up equity share capital and net worth are not exceeded by the Company.
Accordingly, the Company has informed the Stock Exchange regard ing the non-applicability of the aforesaid provisions of Corporate Governance.
Notwithstanding the above, with a view to maintaining high standards of transparency, accountability and good corporate governance practices, the Company has voluntarily complied with certain provisions of Corporate Governance, to the extent considered appropriate and practicable.
Accordingly, the Company has voluntarily included a ReportonCorporateGovernanceaspartofthisAnnual Report. A separate report on Corporate Governance on its compliance is annexed to this report "ANNEXURE E".
DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.
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. The Company 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 is made in recruitment or service conditions on the grounds of maternity.
Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
a) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.
b) for the financial year ended March 31, 2026 such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the loss of the Company for the year ended March 31,2026.
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of 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 proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT:
The Board appreciates and places on record the contribution made by the employees during the year under review. The Board also places on record their appreciation of the support and co-operation of all stakeholders particularly shareholders, bankers, financial institutions, customers, suppliers and business partners.
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