Andrew Yule & Company Ltd

Additional restrictions

• PAN of Designated Persons and Immediate Relatives frozen at security level through NSDL.

AGM Details

• AGM held on 24 September 2026 at 11:30 AM via VC/OAVM.
• Record date for voting: 17 September 2026.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of audited financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Continuation of Govt Nominee Director by rotation.
• Resolution 3 (Ordinary): Fixation of remuneration of Statutory Auditors.
• Resolution 4 (Ordinary): Continuation of Official Director (Planning).
• Resolution 5 (Ordinary): Continuation of Part-time Official Director (Govt Nominee).
• Resolution 6 (Special): Continuation of Non-Official Independent Director.
• Resolution 7 (Ordinary): Ratification of remuneration of Cost Auditor.
• Resolution 8 (Ordinary): Removal of Director.

Voting Outcome

• Resolutions 1–7 passed; Resolution 8 failed.
• Resolution 8 received minimal support and was defeated.

Dividend

• No dividend proposed or declared.

Directors & Auditors

• Continuation/appointment of Govt Nominee, Official, Part-time Official, and Independent Directors.
• Remuneration for Statutory Auditors fixed; Cost Auditor remuneration ratified.

AGM Details

• Date and time: 24 September 2026 at 11:30 a.m. via VC/OAVM.
• Held through Video Conferencing/Other Audio-Visual Means per MCA circulars.
• Cut-off for e-voting: 17 September 2026.
• Total shareholders on cut-off: 44,520.
• Shareholders attended via VC: 72.
• Proxies were not available due to VC/OAVM format.
• Scrutinizer for e-voting appointed: T. Chatterjee & Associates.
• Voting results to be declared by 26 September 2026.
• E-voting continued for 15 minutes after adjournment.

Resolutions and outcomes

• Ordinary: Adoption of audited standalone and consolidated financial statements with reports.
• Ordinary: Continuation of Vijay Mittal, Govt. Nominee Director, liable to retire by rotation.
• Ordinary: Fixation of remuneration payable to Statutory Auditors for FY2027.
• Special: Continuation of Sharad Kumar as Director (Planning).
• Special: Continuation of Kulbhushan Malhotra as Part-time Official Director.
• Special: Continuation of Singhai Sanjay Jain as Non-Official Independent Director.
• Special: Ratification of remuneration payable to Cost Auditors for FY2027.
• Special: Removal of Ananta Mohan Singh as Director — not passed.

Dividend

• No dividend proposed or declared.

Director Changes

• Vijay Mittal did not attend the AGM.
• Continued: Sharad Kumar as Director (Planning).
• Continued: Kulbhushan Malhotra as Part-time Official Director.
• Continued: Singhai Sanjay Jain as Non-Official Independent Director.
• Ananta Mohan Singh removed as Director.

Auditors

• Statutory Auditor remuneration fixed for FY2027.
• Cost Auditor remuneration ratified for FY2027.

Related Party Transactions

• No material related party transactions approved.

Other Approvals

• No other material approvals disclosed.

AGM details

• Date and time: 24 September 2026 at 11:30 a.m., via VC/OAVM.
• Record/Book closure: 18 September 2026 to 24 September 2026.

Key resolutions

• Adoption of Audited standalone and Consolidated financial statements for year ended 31 March 2026.
• Continuation of Vijay Mittal as Part-time Official Director (Govt. Nominee) liable to retire by rotation.
• Fixation of remuneration of the Statutory Auditors for 2026-27.
• Continuation of Sharad Kumar as Director (Planning) from 17 Nov 2025 per GoI order.
• Continuation of Kulbhushan Malhotra as Part-time Official Director (Govt. Nominee) from 27 Jan 2026.
• Continuation of Singhai Sanjay Jain as Non-Official Independent Director for three years.
• Ratification of remuneration for Cost Auditor for 2026-27: Rs 75,000 plus taxes.
• Removal of Ananta Mohan Singh as Director under Special Notice.

Overview

• Standalone BRSR for FY2025-26 covering Andrew Yule & Company Limited.
• Core activities include tea manufacturing; engineering division; electrical transformers and generators.
• Turnover mix: Tea 44.85%, Electrical 36.27%, Engineering 18.71%, Other 0.17%.

Key ESG Risks & Opportunities

• Data security risk with potential financial impact; mitigated by enhanced cybersecurity measures.
• Governance risk from weak governance; mitigated by robust board oversight and policies.
• Health and safety risk; mitigated by ISO 45001 OHSMS and safety training.
• Human rights and labour risk; mitigated by governance policies and periodic self-assessments.
• Competition risk; mitigated by market diversification and technology upgrades.
• Adoption of new technology and energy efficiency improvements present opportunities.
• Onsite solar deployment improves renewable energy share.

Governance & Policy Highlights

• Board oversight includes ESG; risk management committee reviews performance quarterly.
• Policies cover CDA rules, Vigil Mechanism, POSH committees, and related party transactions.
• External assurance not disclosed; reporting on standalone basis.
• No material penalties or regulatory actions disclosed for FY2025-26.
• NGRBC principles covered; board-approved policies available on company website.

Social Responsibility & Workforce

• Total workforce: 196 employees; 154 permanent; 42 others; 13,624 workers.
• Permanent employees: female share 2.6%; permanent workers: female share 50%.
• LTIFR is nil; no fatalities reported; ISO 45001 in Engineering division.
• Extensive training for board, KMPs, employees and workers on governance and safety.
• Community engagement includes Swach Bharat, waste segregation, and leaf-harvester initiatives.

Environmental Performance

• Total energy consumption FY25-26: 12.90 million kWh; renewables via onsite solar at Kalyani.
• Energy intensity: 0.0044 GJ per INR turnover.
• Water withdrawal ~204 million kl; consumption ~163 million kl; water intensity 0.056.
• GHG emissions intensity: 8.52e-7 per rupee turnover.
• Total waste: 0.51; plastics 0.35; battery 0.15; biomedical 0.01.
• Certifications: ISO 22000, Trustea; ISO 9001/14001/45001; CPRI testing.
• Zero Liquid Discharge not implemented; CSR not disclosed as applicable.

Stakeholder Engagement & Complaints

• Key stakeholders: shareholders, employees, communities, dealers, suppliers, customers and investors.
• Engagement channels: email, meetings, notices; frequency from quarterly to annually.
• Grievance mechanism in place; policy on website; SEBI Score platform for shareholder complaints.
• FY25-26 complaints: employees 24; communities 1; shareholders 3; value chain 1; others 1; none pending.

Other Notable Metrics

• CSR applicability: No; turnover 295.28 crore; net worth 75.68 crore.
• Procurement: 80.58% inputs from MSMEs; 46% sourced within district.
• Sustainable inputs: 30% of total inputs sourced sustainably.
• Affiliations with seven trade/industry bodies; top associations include ITA, TRA, Tea Board, IEEMA.
• Data privacy: policy in place; no data breaches reported.
• Products information: labels updated; consumer education on safe use; customer surveys conducted.

Financial snapshot

• Total income: 38,286.50 lakh; Standalone & Consolidated totals.
• Revenue from operations: 29,528.32 lakh; YoY decline vs. prior year.
• Standalone net loss after tax: 3,109.30 lakh; Consolidated net loss: 1,919.15 lakh.
• Associate profit: 1,191.06 lakh; Group net loss narrowed by associate contribution.

Segment performance

• Tea Division turnover: 131.37 crore; PBT: (104.71) crore; challenges from labour/input costs.
• Engineering Division turnover: 54.80 crore; PBT: 6.15 crore; new tech and order wins.
• Electrical Division (Chennai) turnover: 106.20 crore; PBT: (3.86) crore; NABL lab certification.
• Total segment revenue: Tea 13,270.86 lakh, Eng 5,568.22 lakh, Electrical Chennai 10,639.02 lakh, Unallocated 50.22 lakh.

Capital expenditure & investments

• Capex incurred: 7.13 crore during FY2025-26.
• R&D spend: 67.30 lakh; breakdown includes Testing Fees and TRA subscription.
• Tea Division capex and plant modernization referenced in MD&A; equity investments in associate Veedol and other holdings.
• Gains from Veedol sale noted in notes; associate profit recognized in group results.

Governance and board

• Board changes: Sharad Kumar (Director Planning) appointed 17 Nov 2025; Kulbhushan Malhotra (Govt Nominee) 27 Jan 2026; Singhai Sanjay Jain (Independent) 17 Aug 2026; Swapna Tripathy (Independent) appointed 22 Jul 2025; Sunder Pal Singh (Independent) 2 Apr 2025.
• AGM agenda includes ordinary/resolutions on appointments, remuneration, and removal proposals; 78th AGM on 24 Sep 2026.

Audits, controls and risk

• CAG emphasised certain matters; internal financial controls deemed inadequate; IT controls and data integration gaps identified.
• Secretarial compliance flagged; remedial steps underway; Board processes and governance reviewed; some earlier non-compliance rectified post-2025.

Liquidity and debt

• Bank overdraft at year-end: 10,438.53 lakh; LC 579.55 lakh; bank guarantees: 1,720.71 lakh.
• Maturity schedule shows trade payables and other liabilities; liquidity monitoring via cash flow forecasts.
• GeM procurement dominance at 99.99% of procurement; MSME procurement at 77.91%.

Outlook and risks

• Macro environment remains challenging; Tea sector hit by climatic and price volatility; long-term prospects for Tea/Engineering/Electrical sectors remain positive with government support.
• Execution risk in tea procurement and plant modernization; need for working capital to stabilize operations.

CSR, ESG and governance disclosures

• CSR outlay for 2025-26 nil; BRSR and ESG disclosures form part of annual report; governance adhere to CPSE norms; risk management framework in place.

Instruments/Facilities Rated

• Long-term rating ACUITE B on Rs 126.64 crore bank facilities.
• Short-term rating ACUITE A4 on Rs 28.36 crore bank facilities.

Rating Agency

• Acuité Ratings and Research Limited reaffirmed AYCL's long-term ACUITE B and short-term ACUITE A4 ratings.

Rationale

• Long operating track record; FY2026 losses due to higher tea labour costs.
• Q1FY2027 revenue at Rs 58.30 crore vs Rs 56.14 crore.
• Financial risk profile constrained by declining net worth and weak debt protection.
• Working capital cycle intensive; liquidity stretched in FY2026.
• Liquidity support: Rs 30 crore from Government and Rs 5 crore from Tea Board.
• Rs 12 crore ECGLS working capital loan improves liquidity.

Outlook

• Stable.