iifl-logo

GSP Crop Science Ltd Directors Report

Add as a Preferred Source on Google
₹476.65
(4.21%)
Oct 6, 2026|12:00:00 AM

GSP Crop Science Ltd Share Price directors Report

Dear Members,

The Board of Directors present the Companys 41st Annual Report on business and operations and Companys Audited Financial Statements for the Financial Year ended on March 31, 2026.

As our valued partners in the Company, we share our vision for growth with you. Our core principles combine realism and optimism, which have been, and will continue to be, the driving force behind all our future efforts. The summary of financial highlight is given below:

FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for the financial year ended on March 31, 2026 is summarised below:

(Rs in millions)

Standalone Consolidated
Particulars 2025-26 2024-25 2025-26 2024-25
Revenue from Operations 16,059.06 14,086.94 15,171.06 12,873.85
Profit before Finance Cost, Depreciation and Amortization Expenses, Tax 1,673.21 1,506.68 1,943.40 1,640.33
Less: Depreciation and Amortization Expenses 163.84 192.54 302.88 234.13
Less: Finance Cost 320.52 298.26 368.70 309.39
Profit / (Loss) Before Tax – Continue Operation 1,188.85 1,015.88 1,271.82 1,096.81
Less: Tax Expense 290.50 259.98 324.71 282.61
Profit after Tax (PAT) – Continue Operation 898.35 755.90 947.11 814.20
Profit / (Loss) Before Tax – Discontinue Operation - 9.59 - 9.59
Less: Tax Expense – Discontinued Operation - 2.42 - 2.42
Profit after Tax (PAT) – Discontinued Operation - 7.17 - 7.17
Profit after Tax (PAT) – Continue & Discontinued Operation 898.35 763.07 947.11 821.37
Other Comprehensive Income / (Expenses) (1.89) (12.84) 7.75 (12.63)
Total Comprehensive Income / (Expenses) for the year 896.46 750.23 954.86 808.74

DIVIDEND

Your Directors are pleased to recommend a final Dividend of 10% for the year ended March 31, 2026, i.e. Rs 1 for each Fully Paid Up Equity Share of Rs 10/- each. Dividend is subject to approval of members at the ensuing Annual General Meeting ("AGM").

The dividend recommended is in accordance with the Companys Dividend Distribution Policy. The Dividend Distribution Policy of the Company is available on the Companys website and can be accessed at https://www.gspcrop.in/investors/policies Since there was no unpaid/ unclaimed dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 pertaining to Investor Education and Protection Fund does not apply to the Company.

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

The revenue from operations of your Company on Standalone basis increased by 14.00% from Rs 14,086.94 Millions in the previous financial year – FY 24-25 to Rs 16,059.06 millions in the current financial year – FY 25-26. On a Standalone basis, Profit for the period from Continuing and Discontinued Operations for the financial year ended March 31, 2026 is Rs 898.35 millions as against Profit after tax of Rs 763.07 Millions in the previous financial year.

The revenue from operations of your Company on Consolidated basis increased by 17.84% from Rs12,873.85 Millions in the previous financial year–FY 24-25 to Rs15,171.06 millions in the current financial year–FY 25-26. The Consolidated Profit for the period from Continuing and Discontinued Operations for the financial year ended March 31, 2026 is Rs 947.11 millions as against Profit after tax of Rs 821.37 Millions in the previous financial year.

Revenue from operations has increased mainly due to growth in Domestic B2C, B2B & Export business driven by increase in volumes of products and strong performance of key brands.

During the year, there has been no change in the nature of business.

PATENTS

As of 31-03-2026, Company has secured a total of 75 patents, highlighting the strong innovation driven approach and sustained focus on R&D and the continuous strengthening of intellectual property portfolio.

During FY 2025–26, 3 patents were granted to the Company.

The expanding patent portfolio strengthens the Groups competitive advantage, supports product innovation, and enhances long term value creation for stakeholders.

INSURANCE

The Companys Property, Plant & Equipment, Stocks, and other assets having insurable interest are adequately covered under the Industrial All Risk Insurance Policy and other applicable insurance covers.

Further, the Company maintains a comprehensive insurance portfolio comprising Marine Insurance, Public Liability Act Insurance, Directors & Officers Liability Insurance, Commercial General Liability Insurance, Domestic Trade Credit Insurance, and Global Trade Credit Insurance policies to safeguard against operational, contractual, statutory, financial, and employee benefit-related risks, including liabilities arising on Directors & Officers.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, separate reports on Management Discussion & Analysis and Corporate Governance together with a certificate from the Practicing Company Secretary form part of this Report. Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders. A detailed report on Corporate Governance is annexed as "Annexure F" to this Report alongwith the Auditors Certificate on its compliance by the Company.

INITIAL PUBLIC OFFERING _IPO_ & LISTING OF THE COMPANY

During the year under review, the Company successfully completed Initial Public Offering (IPO) of 12,500,000 Equity Shares of Face Value of Rs10 Each of the Company for Cash at a Price of Rs320 Per Equity Share (Including a Share Premium of Rs310 per Equity Share) aggregating to Rs4,000.00 Million. The Offer comprised of a Fresh Issue of 7,500,000 Equity Shares by our Company aggregating to Rs2,400.00 Million (The Fresh issue) and an Offer for Sale of 5,000,000 Equity Shares aggregating to Rs1,600.00 Million. The issue was fully subscribed and the equity shares of Company were listed on BSE Limited and National Stock Exchange of India Limited (NSE) pursuant to IPO, effective from 24thMarch,2026.Thelistinghasenhancedtransparency, liquidity, and stakeholder value.

Consequently, the issued, subscribed and paid-up share capital of the Company was Rs465.1875 Million comprising of 46,518,750 equity shares of face value of Rs10/- each as on 31 March 2026, as against Rs390.1875 Million comprising of 39,018,750 equity shares of face value of Rs 10 each as on 31 March 2025. The Company has only one class of equity shares. The Company had appointed CRISIL Ratings Limited, as the Monitoring Agency pursuant to Regulation 41 of the Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended, to monitor the utilisation of IPO proceeds. Further, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Company has submitted the reports received from CRISIL Ratings Limited for the quarter ended 31 March 2026 to the Stock Exchanges, and the Company will continue to submit the same to the Stock Exchanges till the full utilisation of total amount raised by the Company through the IPO. The proceeds of the IPO are being utilised as per the objects of the offer as disclosed in the Companys Prospectus.

SHARE CAPITAL

Authorised Share Capital of the Company as on March 31, 2026 was Rs500,000,000/- and Paid – up capital was Rs465,187,500/-. During the year under review, the Company has raised capital by way of Initial Public Offering (IPO) comprising aggregating to 12,500,000 Equity Shares of face value Rs10 each aggregating to Rs4,000.00 million consisting of Fresh Issue size of 7,500,000 Equity Shares of face value Rs10 each aggregating to Rs2,400.00 million and Offer for Sale component of 5,000,000 Equity Shares of face value Rs10 each aggregating to Rs 1,600.00 million.

SUBSIDIARY COMPANIES _ ASSOCIATE COMPANIES

The Company has the following subsidiaries:

Name of the Subsidiary Status
1 GSP Intermediates Private Limited Subsidiary
2 Rajdhani Petrochemicals Private Limited Wholly-Owned Subsidiary
3 GSP Agroquimica Do Brasil LTDA Wholly-Owned Subsidiary

There are no Associates / Joint ventures of the Company.

Details of performance and financial position of the subsidiary companies are given in Form AOC-1 as

Annexure-D.

MATERIAL SUBSIDIARIES

The Board of Directors of the Company has approved a Policy for determining material subsidiaries, which is in line with the Listing Regulations as amended from time to time. The policy is available on our website at https://www.gspcrop.in/investors/policies.

The Company has one material subsidiary company – Rajdhani Petrochemicals Private Limited.

DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Sections 73 of the Companies Act, 2013 (The Act) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for the furnishing of details of Deposits which are not in compliance with the Chapter V of the Act is not applicable.

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 STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments, affecting the financial position of the Company have occurred between the Financial Year ended March 31, 2026 and date of this Directors Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the current financial year, there were no retirement or resignation.

Director Retiring by rotation

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shail Jayesh Shah (DIN: 07543594) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee ("NRC"), has recommended his re-appointment for your approval.

Changes during the year

There were no changes during the year in the Directors and KMP of the Company.

Cessation of Tenure of Independent Director

During the year under review, there has been no cessation in the tenure of Independent Directors.

Disclosures by Directors

None of the Directors of your Company is disqualified as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures to this effect as required under Companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) of Listing Regulations, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations, respectively.

In terms of provisions of Section 150 of the Companies Act, 2013 read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Amendment Rules, 2019 the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (‘IICA). The Board is also of the opinion that the Independent Directors so appointed possess integrity, expertise and requisite experience (including the proficiency).

Key Managerial Personnel (KMP)

As on the date of this report, the following are the Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Companies Act, 2013:

1. Mr . Bhavesh Shah–Chairman & Managing Director

2. Mr . Tirth Shah–Whole-time Director designated as Executive Director–International Business

3. Mr . Shail Shah–Whole-time Director designated as Executive Director–Finance & CFO

4. Mr .MehulPandya–Whole-timeDirectordesignated as Executive Director–Operations

5. Mr . Kamleshbhai D. Patel–Company Secretary & Compliance Officer

Further note that none of the Directors of your Company mentioned above draws remuneration or commission from subsidiary companies–Rajdhani Petrochemicals Private Limited or GSP Intermediates Private Limited. This may be treated as Disclosure with reference to Section 197(14) of the Companies Act, 2013.

MEETINGS

During the year under review, seven Board Meetings, eight Audit Committee Meetings, one Stakeholders Relationship Committee Meeting, three Nomination and Remuneration Committee Meetings, two Corporate Social Responsibility Committee Meetings, one Risk Management Committee Meeting and one Separate Meeting of Independent Directors were held. During the year, resolutions were also passed by way of circular by the Management Committee of Board of Directors and Stakeholders Relationship Committee. The intervening gaps between the Board and Committee Meetings were within the period prescribed under the Companies Act, 2013 and Listing Regulations.

COMPOSITION OF VARIOUS COMMITTEES

Details of various committees constituted by the Board as per the provisions of Companies Act, 2013 and Listing Regulations and their meetings are given in the Corporate Governance Report which forms a part of this report.

MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met on March 31, 2026 without attendance of Non-Independent Directors and Members of the Management. The Independent Directors reviewed the performance of Non- Independent Directors and Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its committees. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report which forms a part of this report.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarisation Programme for Independent Directors to familiarise them with the working of the Company, their roles, rights and responsibilities vis-?-vis the Company, the industry in which the Company operates, business model etc., alongwith updating them in respective Board / Committee Meetings on a regular basis. The policy on Familiarisation Programme is uploaded on the website of the Company https://www.gspcrop.in/investors/policies.

The Company has conducted the familiarisation programme for Independent Directors of the Company, details for the same have been disclosed on the Companys website https://www.gspcrop.in/investors/ other-disclosures.

BOARD DIVERSITY

TheCompanyrecognisesandembracestheimportance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.gspcrop.in/investors/policies.

RISK MANAGEMENT POLICY

The Company has voluntary implemented Risk Management System. The Board of the Company has constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls. The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report. The Risk Management Policy is available on the website of the Company at https://www.gspcrop.in/investors/ policies.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility ("CSR") Committees prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the objectives set out in the ‘Corporate Social Responsibility Policy ("CSR Policy"). The CSR Policy of the Company, inter alia, covers CSR vision and objective and also provides for governance, implementation, monitoring and reporting framework.

The CSR Policy may be accessed on the Companys website at https://www.gspcrop.in/investors/policies. During the year under review, the Company was required to spent Rs 12.00 millions based on the 2% of the average net profit of last three financial years on CSR activities. Accordingly, the Company has spent

Rs 12.80 millions.

The Annual Report on CSR activities as stipulated under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith and marked as Annexure A to this Report.

AUDITORS

A. S tatutory Auditors

M S K C & Associates LLP, Chartered Accountants (Firm Registration No. 001595S) were appointed for first term as Statutory Auditors of the Company for a period of 5 years effective from FY 24-25 for the period from 1.4.2024 to 31.3.2029 from the conclusion of the 39th Annual General Meeting till the conclusion of the 44th Annual General Meeting pursuant to the provisions of Section 139, 142 of the Companies Act, 2013 ("Act").

The report of the Statutory Auditors alongwith the Notes and schedules forms part of the Annual Report. The remarks of the Statutory Auditors, if any are self-explanatory in nature and have been elaborated in Notes to Accounts.

B. Cost Auditors

Pur suant to the provisions of Section the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. Dalwadi & Associates (FRN: 000338/M-8996), Cost Auditors, Ahmedabad had been appointed to conduct Cost Audit of the cost records maintained by the Company for the financial year 2026-2027 in the Board Meeting of the Company held on 26th May, 2026.

Members are requested to consider the ratification of remuneration for FY 2026-27 payable to Dalwadi & Associates as specified in Rule 14 of the Companies (Audit and Auditors) Rules, 2014 at the ensuing Annual General Meeting of the company. The Directors state that maintenance of Cost records as specified under Section 148(1) of the Companies Act, 2013 read with applicable Rules is required to be maintained by the Company and accordingly such accounts and records are prepared and maintained thereunder.

C. Secr etarial Auditors

Pur suant to the provisions of Section 204 Companies Act, 2013 read with relevant rules made thereunder as amended from time to time, M/s. Kashyap R. Mehta & Partners, Company Secretaries, Ahmedabad (FRN: P2025GJ106000- M. No: FCS–1821) are appointed as Secretarial Auditors of the Company to conduct Secretarial Audit of the Company for a term of five years i.e. for FY 2025-26 to 2029-30 in the Board Meeting of the Company held on 19th June, 2025 and approved by the Shareholders in their meeting dated 25th July, 2025.

Ann ual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2025-26 for all the applicable compliances as per Listing Regulations and Circulars/Guidelines issued by SEBI from time to time. The Annual Secretarial Compliance Report for abovesaid financial year shall be submitted to the stock exchanges within prescribed time limit as per Listing Regulations.

D. Int ernal Auditors

The Board of Directors at its meeting held on 26th May, 2026 has appointed Mahajan and Aibara LLP as an Internal Auditor pursuant to Section 138 of the Companies Act, 2013, read with Rule 13 of The Companies (Accounts) Rules, 2014 for the FY 2026-2027.

POLICIES

Other than the policies mentioned above, Company has adopted all the mandatory policies required under the provisions of the Companies Act, 2013 and LODR Regulations 2015 and are available on the website of the 148Companyof https://www.gspcrop.in/investors/policies

SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to Section 149(8) and Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors of the Company was held on March 31, 2026 without the attendance of Non-Independent Directors and members of the management.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to requirements under Section 134(3)(c) of the Companies Act, 2013 (Act), Directors, confirm that: (a) in the preparation of the annual accounts for the year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same; (b) the y have 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 as at March 31, 2026 and of the of theProfit of the Company for the year ended on that date; (c) the y have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the y have prepared the annual accounts on a going concern basis;

(e) Int ernal financial controls which are to be by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and (f) the y have devised proper systems to compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 read with applicable Rules as amended from time to time, the draft Annual Return for the period under review is placed on the website of the Company at www.gspcrop.in and can be accessed on the web link: https://www.gspcrop.in/investors/annual-returns.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Full particulars of loans, guarantees, investments and securities provided by Company during the Financial Year under review along with the purposes for granting such loans, guarantees, and securities are given in notes to Accounts, which forms part of the Annual Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed to this report as Annexure–B.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the report of the Secretarial Auditors is annexed as Annexure–C.

Further Report of the Secretarial Auditor of Rajdhani Petrochemicals Private Limited is annexed as

Annexure–C1.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review:

a) all contracts/arrangements/ transactions entered ensure by the Company with related parties were in the ordinary course of business and on arms length basis.

b) contr acts/arrangements/transactions which were material, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions All contracts or arrangements with related parties were entered into with approval of Audit Committee. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://www.gspcrop.in/investors/policies Details of contracts/arrangements/ transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure-E to this Report.

Members may refer to Note. 38 of the Standalone Financial Statement and Note. 39 of the Consolidated Financial Statement which sets out Related Party Disclosures pursuant to Ind AS.

DEMATERIALISATION OF SHARES

The Equity shares of the Company are in dematerialised form under both depositary systems in India, Central Depository Services (India) Limited and National Securities Depository Limited (NSDL). The International Securities Identification Number (ISIN) of the Company is INE713R01022.

COMPLIANCE WITH SECRETARIAL STANDARDS

Directors confirm that to the best of their knowledge and belief, applicable Secretarial Standards ("SS") i.e. SS-1 on meetings of the Board of Directors and SS-2 on General Meetings issued by The Institute of Company Secretaries of India have been complied with.

CREDIT RATING AND DETAILS OF CREDIT FACILITIES

Details of Credit facilities along with credit ratings is as detailed below:

Lender Banks/Financial Institutions Total Amount of Borrowings as on 31.03.2026
PNB Investment Services Limited acting as a security Working Capital Facilities (Fund Based)
trustee on behalf of WC Consortium: • Sanction Amount: Rs3,175.00 million
• S tate Bank of India, Axis Bank Limited, HDFC Bank Limited, IDFC First Bank Limited, Bajaj Finance Limited, IndusInd Bank Utilization Rs Amount: 2,099.40 million
Working Capital Facilities (Non-Fund Based)
Other WC Lenders: (Outside Consortium) • Sanction Amount: Rs1,500.00 million
• Shinhan Bank • Utiliz ationRs Amount: 1,463.35 million
• HDFC Bank Limited
• Citi Bank NA
• IDFC First Bank Limited
Term Loan/ Working Capital Term Loan Lenders : Term Loan/Working Capital Term Loan Facilities
• S tate Bank of India • Sanction Amount: Rs545.70 million
• HDFC Bank Limited • Outst anding RsAmount: 54.89 million
• Y es Bank Limited

The company has maintained credit rating from 2 rating agencies–India Ratings & Research and ICRA Limited. Credit rating status as on March 31, 2026 is detailed below:

• India Ratings has upgraded rating from IND A (-) / Positive Outlook to IND A / Stable Outlook

• ICR A has upgraded rating from [ICRA]A-Outlook) to [ICRA] A (Stable Outlook)

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate internal control system, commensurate with the size, scale and complexity of its operations. All these controls were operating effectively during the year.

The Companys operations are on SAP. The Team of Internal Auditor undertakes audits of various functions of the Company, its Depots and Associates.

The Company maintains appropriate system of internal controls, including monitoring procedures, to ensure that all assets of the Company are protected against losses and hazards. It also ensures that all transactions are duly authorized and recorded in the books of the Company.

During the year, such controls were tested to find out any weaknesses in them. The management periodically reviews the efficiency and effectiveness of these systems and procedures. Added objectives include evaluating the reliability of financial and operational information and ensuring compliances with applicable laws and regulations.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk mitigation systems, which are constantly assessed and strengthened with new/revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral (Stablepart of the control mechanism.

The Audit Committee of the Board of Directors, the Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions are taken by the Management. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the Management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure–G and forms part of this report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS,ADVERSEREMARKSORDISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS,ADVERSEREMARKSORDISCLAIMERS MADE BY THE SECRETARIAL AUDITORS IN THEIR REPORT

There were no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report.

REVISION IN ACCOUNTS OR DIRECTORS REPORT

There are no revisions made in the Accounts or Board‘s Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM _ WHISTLE BLOWER POLICY

The Company has in place a Whistle Blower Policy and Vigil Mechanism under which Employees and Directors are encouraged to report their concerns about unethical behavior / practices. Employees may use this channel to report concerns related to discrimination, retaliation and harassment and are assured of complete anonymity and confidentiality. During the year under review, no such case was reported. No employee of the Company has been denied access to the Chairman of Audit Committee. The detail of such mechanism is communicated to all the Directors and Employees and the Whistle Blower Policy is available on the website of the Company and can be accessed at web-link https://www.gspcrop.in/investors/policies

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no orders have been passed against your Company by any regulator(s) or court(s) or tribunal(s) which would impact the going concern status and / or the future operations of your Company.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (‘POSH) and rules made thereunder. The said Policy is available on the website of the Company. Regular workshops and awareness programmes against sexual harassment are conducted across the organisation. No complaints were pending at the beginning of the financial year 2025-26.

The Board of Directors hereby state that the Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a) n umber of complaints of sexual received in the year;–NIL

(b) n umber of complaints disposed off during year; NIL and

(c) n umber of cases pending for more than ninety days–NA

STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

DETAILS OF PROCEEDINGS UNDER IBC & OTS, IF ANY

During the year under review, there is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, there was no instance of One-time settlement with any Bank or Financial Institution.

CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31, 2026 pursuant to Section 129(3) of the Companies Act, 2013, forms part of this Annual Report.

HUMAN RESOURCES

The top priority for the Human Resource function is to provide a work environment which is safe, diverse, inclusive and full of growth opportunities. Your Directors would like to take this opportunity to express their gratitude and appreciation for the passion, dedication and commitment of the employees and look forward to their continued contribution.

ENVIRONMENT, HEALTH AND SAFETY

As a responsible corporate citizen and as a chemicals manufacturer environmental safety has been one of the key concerns of the Company. It is the constant endeavour of the Company to strive for compliant of stipulated pollution control norms.

INDUSTRIAL RELATIONS

The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.

ACKNOWLEDGEMENT

The Board of Directors place on record, their appreciation for the assistance and continued support extended by all the regulatory authorities including Bankers and Financial Institutions, the government at the Centre and States, as well as their respective departments and development authorities in India and abroad connected with the business of the Company. The Company expresses its gratitude to the customers for their trust and confidence in the Company. Your Directors also place on record their sincere appreciation of the commitment and hard work put in by all the suppliers, sub-contractors, consultants, the clients and employees of the Company.

For and on behalf of the Board of Directors
Bhavesh Vrajmohan Shah
Place : Ahmedabad Chairman and Managing Director
Date: May 26, 2026 DIN: 00094669

Knowledge Center
Logo

Logo IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000

Logo IIFL Capital Services Support WhatsApp Number
+91 9892691696

Download The App Now

appapp
Loading...

Follow us on

facebooktwitterrssyoutubeinstagramlinkedintelegram

2026, IIFL Capital Services Ltd. All Rights Reserved

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

Copyright © IIFL Capital Services Limited (Formerly known as IIFL Securities Ltd). All rights Reserved.

IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

ISO certification icon
We are ISO/IEC 27001:2022 Certified.

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.