Rossell India Ltd

AGM snapshot

• No AGM date, mode, or resolutions disclosed in this chunk.

Financial results approved

• Unaudited standalone Q1 30 Jun 2026 results approved; Limited Review Report attached; Audit Committee reviewed.

CFO and leadership changes

• Mr. Nirmal Kumar Khurana to retire as Director and WTD at AGM on 25 Aug 2026.
• He shall cease as CFO and Company Secretary & Compliance Officer on 1 Sep 2026.

Appointments

• Raunak Rathi appointed as CFO with effect from 15 Sep 2026.
• Manish Shaw appointed as Company Secretary and Compliance Officer with effect from 1 Sep 2026.

Committee reconstitution

• SRC reconstituted from 26 Aug 2026; Chairperson Nayantara Palchoudhuri; Members Krishan Katyal and Digant Mahesh Parikh.
• CSR reconstituted from 26 Aug 2026; Chairperson Nayantara Palchoudhuri; Members Rahul Bhatnagar, Nirmal Kumar Khurana, Samara Gupta.

Overview

• Standalone BRSR for FY2025-2026; seven tea estates in Assam.
• Primary activities: cultivation, manufacture, and sale of tea; 99.82% of turnover from tea.
• No holding/subsidiary/associate companies; reporting boundary is standalone.

Key ESG Risks & Opportunities

• Water management is an opportunity; rainwater harvesting and usage monitoring enhance resilience.
• Climate change poses a risk; Regen Agri, biochar, drainage and irrigation mitigate impacts.
• Occupational health and safety risk; audits, PPE and protocols in place.
• Training and skill development present opportunities; induction and upskilling ongoing.
• Product quality and traceability opportunities; Rainforest Alliance, Trustea, HACCP certifications.
• EPR applicability reviewed; currently not applicable.

Governance & Policy Highlights

• Executive Chairman oversees sustainability with board oversight; no dedicated sustainability committee.
• Key policies: anti-bribery, whistleblower mechanism, code of conduct, and human rights policies.
• Whistleblower policy accessible; anti-corruption policy and related governance measures in place.
• External assurance: Indocert (Rainforest Alliance/Trustea) and BSI (FSSC 22000) audits.
• No fines or penalties reported under NGRBC principles in FY2025-26.

Social Responsibility & Workforce

• Total employees 595; 578 permanent, 91% male, 9% female.
• Total workers 12,965; 42% male, 58% female.
• Well-being spend amounts to 4.31% of revenue; 100% health coverage; maternity/paternity benefits.
• All employees/workers are members of recognized unions.
• Human rights training: 78% of employees and 63% of workers trained.

Environmental Performance

• Total energy 192,625 GJ; renewable share 3,257 GJ; non-renewable 189,368 GJ.
• Scope 1 emissions 11,266 tCO2e; Scope 2 emissions 6,051 tCO2e; total 17,317 tCO2e.
• Emissions intensity: 78.5 tCO2e per crore turnover; PPP 17.1.
• Water withdrawal 15,768 kl; groundwater 15,693 kl; surface 75; intensity 71.4 KL per crore turnover.
• Total waste 4.10 tonnes; 100% recycled; plastic 2.74 t; non-hazardous 1.36 t.
• Certifications: Rainforest Alliance, Trustea, HACCP, FSSC 22000, FSSAI.
• Solar plants installed; 258.70 lakh at Dikom/Dhoedaam; 255.60 lakh at Nagrijuli/Romai.

Stakeholder Engagement & Complaints

• Key stakeholder groups: Customers, Employees, Community/NGOs, Investors/Shareholders/Analysts, Regulators.
• Engagement channels include feedback, meetings, trainings, CSR engagements, AGM; ongoing.
• Shareholders filed 3 complaints in FY2025-26; other categories show no unresolved complaints.
• Estate-level grievance redressal; POSH and whistleblower policies protect complainants.
• Grievance channels accessible via company website and investor information page.

Other Notable Metrics

• Inputs sustainably sourced; 100% Bought Leaf from own estates; about 35% MSME suppliers.
• Data privacy: cybersecurity policy not yet established; no data breaches reported.
• Product recalls: none reported; no penalties on product safety.
• EPR not applicable; external audits support standards.

AGM Details

• Date/time/mode: 25 Aug 2026, 11:00 AM, VC/OAVM.
• Books closed: 19–25 Aug 2026; e-voting record date: 18 Aug 2026.

Key Resolutions

• Adopt Audited Financial Statements for FY2026 with Directors' and Auditors' Reports.
• Dividend proposed: 0.40 per equity share.
• Re-appoint Harsh Mohan Gupta as Director (retiring by rotation).
• Fixation of overall maximum remuneration payable to Managerial Personnel (special).
• Re-appoint Harsh Mohan Gupta as MD/Executive Chairman for 2027–2030 (special).
• Re-appoint Ms. Samara Gupta as Whole-time Director for 2027–2030 (special).
• Digant Parikh: Appointed Director (Aug 26, 2026) and Whole-time Director (Aug 2026–Jul 2029).
• Appoint Digant Parikh as Whole-time Director for 2026–2029 (special).
• Ratify Cost Auditors remuneration for 2026–27 (ordinary).

Dividend

• Dividend proposed: ₹0.40 per equity share.

Director Changes

• Harsh Mohan Gupta: Re-appointed as MD/Executive Chairman for 2027–2030.
• Samara Gupta: Re-appointed as Whole-time Director for 2027–2030.
• Digant Parikh: Appointed Director (Aug 26, 2026) and Whole-time Director (Aug 2026–Jul 2029).

Remuneration & Related Parties

• Remuneration for Gupta family directors; terms in Explanatory Statement.
• Parikh remuneration as Whole-time Director; per policy.

Auditor Remuneration

• Cost Auditors remuneration: ₹1.70 lakh plus taxes; ratification sought.

Voting status

• Voting outcomes not disclosed in the document.

RPT Considerations

• Remuneration approvals involve related parties; no other material RPTs disclosed.

Financial snapshot

• Revenue from operations ₹22,620.33 lakh; up from ₹18,184.26 lakh.
• Net profit after tax ₹1,585.63 lakh; down from ₹1,968.84 lakh.
• EBITDA before finance cost and depreciation ₹2,971.29 lakh.
• Dividend ₹0.40 per share; 20% payout; EPS ₹4.21.

Operational performance

• Own leaf 66.86 lakh kg; Dhoedaam adds 16.52; six estates 50.34.
• Total tea production 71.23 lakh kg; highest ever.
• Orthodox 30.71 lakh kg; CTC 40.52.
• Exports 12.43 lakh kg; up 8%; UK/Germany/Poland.
• Turnover ₹220.69 crore; up 25%.

Capital structure & liquidity

• Equity capital ₹7.54 crore; 3,76,96,475 shares.
• Reserves ₹192.21 crore; total equity ₹199.75 crore.
• Long-term borrowings ₹37.48 crore; short-term ₹27.15 crore; total ₹64.63 crore.
• Promoter holding 74.80%; debt ratio 0.32; cash ₹39.13 lakh.

Governance & AGM

• AGM 25 Aug 2026 via VC/OAVM.
• Re-appointment: H.M. Gupta as MD/Executive Chairman for 3 years from 1 Apr 2027.
• Re-appointment: Samara Gupta as Whole-time Director from 9 Feb 2027 for 3 years.
• Re-appointment: Digant Parikh as Whole-time Director from 26 Aug 2026 for 3 years.

CSR & ESG update

• CSR budget ₹46.00 lakh; expenditure ₹46.02 lakh; 0 shortfall.
• CSR base 2% of average net profit ₹45.18 lakh; budget ₹46.00 lakh; excess ₹0.82 lakh.
• Solar plants installed; RA/Trustea certifications; BMG Foundation contributions ₹20.98 lakh.

Audit & internal controls

• Embezzlement at Romai Tea Estate ₹25.72 lakh charged off; under investigation.
• Statutory audit: no qualification; internal controls adequate; Secretarial audit by LABH & LABH.

Outlook & risks

• Outlook: Orthodox demand buoyant; MRL compliance risk; RA certification expansion.
• Risks: Weather, pests, input costs; global supply chains; exports markets.

Dematerialisation status

• Dematerialisation requests for the quarter ended 30 June 2026 were processed and confirmed to the depositories.
• Dematerialised securities have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner per prescribed timelines.