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HALDER VENTURE LTD.

01 October 2026 | 03:55

Industry >> Commodities - Trading - Rice

Select Another Company

ISIN No INE115S01010 BSE Code / NSE Code 539854 / HALDER Book Value (Rs.) 146.96 Face Value 10.00
Bookclosure 12/09/2025 52Week High 319 EPS 23.11 P/E 10.07
Market Cap. 289.47 Cr. 52Week Low 210 P/BV / Div Yield (%) 1.58 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors have pleasure in presenting the 44th Annual Report and the Company's Audited Financial Statements
(standalone and consolidated) for the financial year ended March 31,2026.

1. SUMMARY OF FINANCIAL RESULTS:

The Company's financial performance for the year ended March 31,2026 is summarized below:

(Amount in lakhs)

PARTICULARS

STANDALONE

CONSOLIDATED

2025-26

2024-25

2025-26

2024-25

Profit/(Loss) Before Depreciation & Taxation

1889.33

4027.17

4658.24

4445.47

Less: Depreciation and Amortization Expenses

600.73

494.82

613.20

501.32

Tax Expenses

Current Tax

893.98

629.39

1459.59

1242.51

Deferred Tax Expenses

(604.90)

591.01

(604.90)

591.01

Earlier Year Tax

-

-

0.11

-

Total tax expense

289.08

1220.40

854.80

1833.52

Profit After Depreciation and Tax

999.52

2311.95

3190.24

2110.63

Other Comprehensive Income (Net of Tax)

19.31

(13.46)

(713.97)

(139.39)

Total Comprehensive Income for the year

1018.83

2298.49

2476.27

1971.24

2. OPERATION AND STATE OF COMPANY'S AFFAIRS:

The Company is engaged in manufacturing and sale of rice and edible oil as its principal businesses. Revenue from sale
of edible oil is approximately 73.88% of the total standalone revenue of the Company.

It gives us immense pleasure to inform that the Company has a healthy management and worker relationships and we
pledge to strengthen the same to improve quality of work culture and productivity.

The Company also enjoys a very good reputation for quality products and sustained quality maintenance with all
the major dealers. We are known for creating dependable supply levels and maintaining cordial relationships with all
dealers and customers.

During the year under review the standalone turnover of the Company amounted to Rs. 45,067.80 lakhs and consolidated
turnover amounted to Rs. 64,619.95 lakhs whereas in the previous year standalone turnover of the Company was
Rs. 77,226.73 lakhs and consolidated turnover was Rs 84,446.96 lakhs. Further, Standalone Profits have decreased during
the year amounting to Rs. 999.52 lakhs (previous year Rs. 2,311.95 lakhs) however, Consolidated Profits has increased
during the year amounting to Rs. 3190.24 lakhs (previous year Rs. 2,110.63 lakhs). The Management is hoping for more
better results in the coming years.

3. DIVIDEND:

To conserve resources for future growth, your Board of Directors do not recommend any dividend for the financial year
ended 31st March 2026.

4. TRANSFER TO RESERVES:

The Directors do not propose to transfer any amount to the general reserves, during the year.

5. MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34(2)(e) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms a
part of the Annual Report.

6. ANNUAL RETURN:

The Annual Return are available at the website of the Company at www.halderventure.in/annual-returns/.

7. CORPORATE GOVERNANCE:

The Corporate Governance Report for the year under review, as stipulated under Regulation 34(3) read with Schedule
V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is
attached with this Report and marked as
Annexure - I.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes in the composition of the Board of Directors and Key Managerial Personnel of the Company during the
year under review are as under:

Cessation:

Mr. Prabhat Kumar Haldar (DIN: 02009423), Non-executive Director of the Company resigned due to health issues, with
effect from close of business hours on 14th November, 2025.

Consequently, pursuant to the resignation, he ceased to be the member of the Audit Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee of the Company.

The Board places on record its deep appreciation for the invaluable contribution and guidance provided by the him
during his tenure on the Board.

Retirement by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mrs. Poulomi Halder (DIN:
02224305), director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has
offered herself for re-appointment. The Board recommends her re-appointment.

Brief details of Mrs. Poulomi Halder are given in the Notice of ensuing AGM.

9. AUDIT COMMITTEE:

The Composition of the Audit committee as on 31st March, 2026 is in accordance with the requirements of section
177 of the Companies Act 2013 and comprises of Ms. Pritha Sarkar as the Chairperson and Mr. Kumar Shankar Datta and
Mrs. Poulomi Halder as its members.

During the Financial Year 2025-26, 5 (five) meetings of the Audit Committee of the Board of Directors were held on
28.05.2025, 13.08.2025, 14.11.2025, 13.02.2026 and 26.03.2026. All the recommendations made by the Audit Committee
were accepted by the Board.

10. NOMINATION AND REMUNERATION COMMITTEE:

The Composition of the Nomination and Remuneration Committee as on 31st March,2026 is in accordance with the
requirements of section 178 of the Companies Act 2013, and comprises of Mr. Kumar Shankar Datta as the Chairman
and Ms. Pritha Sarkar and Mrs. Poulomi Halder as its members.

During the Financial Year 2025-26, 1(one) meeting of the Nomination and Remuneration Committee of the Board of
Directors was held on 14.11.2025.

11. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013:

The Independent Directors of the Company have given the declaration of independence to the Company stating
that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013. The
independent directors had their meeting on 13.02.2026.

12. FORMAL ANNUAL EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance
of Directors in compliance with the Companies Act, 2013 and applicable regulations. The Board has evaluated its

own performances and that of its committees and all individual directors including both Independent and Non¬
Independent Directors. All the Directors of the Company are found to be persons of having knowledge and experience
in their respective area and their association with the Company is considered to be beneficial to the Company. During
the year under review, the Committee made the performance evaluation as above, based on the following criterions,
in line with the Nomination and Remuneration Policy:

- Attendance and participation in the meetings;

- Preparedness for the meetings;

- Understanding of the Company and the external environment in which it operates and

- Constructive contribution to issues and active participation at meetings
The Committee found the performance of the Directors to be satisfactory.

13. COMPANY'S POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS:

The Board of Directors of the Company has adopted an Appointment and Remuneration Policy in consultation with
its Nomination and Remuneration Committee, pursuant to Section 178(3) and other applicable provisions of the
Companies Act, 2013, for determining qualifications, positive attributes and independence of directors and criteria
for directors' appointment and remuneration. The details of Nomination and Remuneration Policy of the Company are
disclosed in the website of the Company at www.halderventure.in.

The salient features of the policy are:

(a) it ensures that the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate directors of the quality required to run the company successfully;

(b) it ensures that relationship of remuneration to performance is clear and meets appropriate performance
benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long-term performance objectives appropriate to the working of the
company and its goals.

There has been no change in the policy during the year.

14. VIGIL MECHANISM:

The Company has established an effective whistle blower policy (Vigil Mechanism), pursuant to Section 177(9) of the
Act, 2013 and Rules made there under, and procedures for its Directors and employees for enabling them to report their
genuine concerns, if any. It also provides for adequate safeguards against victimization of persons. The Policy on Vigil
Mechanism may be accessed on the Company's website at: www.halderventure.in.

15. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2025-26, 7 (seven) meetings of the Board of Directors of the Company were held on 28.05.2025,
23.07.2025, 13.08.2025, 03.09.2025, 14.11.2025, 13.02.2026 and 26.03.2026. The Attendance of the Board Meeting is
mentioned in the Corporate Governance Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors confirm that:

a. In the preparation of the annual accounts for the financial year ended March 31,2026, the applicable accounting
standards had been followed along with proper explanation relating to material departures, if any;

b. 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
as at March 31,2026 and of the profit of the Company for period from April 1,2025 to March 31,2026;

c. The Directors had 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 Directors had prepared the annual accounts for the financial year ended March 31,2026 on a going concern
basis;

e. The Director had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

17. STATUTORY AUDITORS AND ITS REPORT:

M/s Sen & Ray, Chartered Accountants (FRN 303047E), was appointed as the Statutory Auditor of the Company for
a term of 5 (five) consecutive years, at its 39th Annual General Meeting held on 27.09.2021, till the conclusion of the
Annual General Meeting of the Company to be held in the year 2026.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any qualification, reservation, adverse remarks. Further, no frauds
have been reported by the auditor of the Company under section 143(12) of the Companies Act, 2013.

18. SECRETARIAL AUDITOR:

The Board vide Board Meeting dated 28th May, 2025 recommended the appointment of M/s Manoj Shaw & Co., as the
Secretarial auditor of the company for a term of five consecutive years, from the financial years 2025-26 to 2029-30
and was approved by the shareholders of the Company at the 43rd Annual General Meeting held on 19th September,
2025. The appointment was made based on the provisions of Securities and Exchange Board of India (SEBI) introduced
'Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment)
Regulations, 2024.

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed herewith marked as Annexure- II
to this Report. The observation made by the secretarial auditor in its report has been noted by the Board and we have
complied with the same.

19. INTERNAL AUDITOR:

M/s Gautam K. Datta & Associates, Chartered Accountants (FRN: 328566E), was appointed as the Internal Auditor of the
Company for the financial year 2025-26 vide Board Meeting dated 13th August, 2025. However, due to the sudden
demise of the Internal Auditor on 30th September, 2025, the Board appointed M/s Somnath Ray & Associates as the
Internal Auditors of the Company for the said financial year vide Board Meeting dated 14th November, 2025.

Subsequently, due to pre-occupation, M/s Somnath Ray & Associates resigned from the position of Internal Auditor on
18th March, 2026. Thereafter, M/s J. Kumar Jain & Associates, Chartered Accountants (FRN: 330168E), was appointed as
the Internal Auditor of the Company for FY 2025-26 vide Board Meeting dated 26th March, 2026.

M/s J. Kumar Jain & Associates have submitted their report based on the internal audit conducted during the year
under review.

20. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013
are given in the notes to the Financial Statements.

21. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:

The Audit Committee reviews all the Related Party Transactions, to ensure that the same are in line with the provisions
of Law and Policy. The Committee approves the Related Party Transactions entered by the Company under section
188 of the Companies Act, 2013. During the year the related party transactions made by the Company were in arms'
length and in ordinary course of business and are disclosed in the notes forming a part of the financial statements of
the Company and a disclosure in form AOC-2 as required pursuant to clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is also made in
Annexure- IV of this report.

22. CORPORATE WEBSITE:

The Company's web address is www.halderventure.in. The website contains a complete overview of the Company. The
Company's Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate
Governance, contact information of the designated officials of the Company who are responsible for assisting and
handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.

23. DISCLOSURES UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014:

i. Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or
Associate Companies during the year:

During the year under review, no companies became or ceased to be Subsidiaries, Joint Venture Companies or
Associate Companies.

The details of the shareholding of the Company in its subsidiaries has been disclosed in form AOC-1 (Annexure
III)
in this report.

ii. Performance Of Subsidiaries and Associate Companies: A report on the performance and the financial
position of each of the Subsidiaries and Associate Companies is annexed herewith and marked as
Annexure- III.

iii. Financial summary or highlights: As detailed under the heading 'Summary of Financial Results'

iv. Change in the nature of business, if any: None

v. Details of Directors or Key Managerial Personnel, who were appointed or resigned during the year: As

mentioned in point no. 08 above under the head "Directors and KMP”

vi. A statement regarding opinion of the Board with regard to integrity, expertise and experience (including
the proficiency) of the independent directors appointed during the year:
The independent directors
appointed in the Company are experts in their fields and have a vast experience. The registration of the
independent directors with the databank and online proficiency self-assessment test as required under section
150 of the Companies Act, 2013, is completed.

vii. Details relating to deposits: There were no fixed deposits from the public outstanding of the Company at the
end of the financial year. No fixed deposit has been accepted during the year and as such, there is no default in
repayment of the said deposits. There has not been any deposit, which is not in compliance with the requirements
of Chapter V of the Companies Act, 2013.

Viii. Significant material orders: There are no significant material orders passed by the Regulators/Courts which
would impact the going concern status of the Company and its future operation.

viii. Adequacy of Internal Financial Control: The Company has an adequate system of internal control procedure as
commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected
against loss and all transactions are recorded and reported correctly. The internal control system of the Company
is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit
Committee of the Board of Directors. The observations and comments of the Audit Committee are placed
before the Board for reference. The scope of internal audit includes audit of Purchase Facilities, Sales Promotion
Expenditure and Incentive Scheme, Debtors and Creditors policy, Inventory policy, GST matters and others, which
are also considered by the Statutory Auditors while conducting audit of the annual financial statements.

ix. Disclosure as to maintenance of cost records as specified by the Central Government under section 148

(1) of the Companies Act, 2013: M/s J Pal & Co, Cost Accountants, were appointed as Cost Auditors for the
financial year 2025-26. The cost accounts and records of the Company are duly prepared and maintained by the
Company as required under Section 148(1) of the Act pertaining to cost audit.

x. Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
The Company has complied with the provisions relating
to the constitution of the Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year, neither any complaints of sexual harassment
were received by it, nor were there any complaints relating thereto which required any disposal thereof. Further,
there are no cases pending for more than ninety days.

xi. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
(31 of 2016) during the year along with their status as at the end of the financial year:
NIL

xii. Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

NIL

xiii. Conservation Of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo:

A) Conservation Of Energy: Senior personnel continuously monitor energy consumption

(i) the steps taken or impact on conservation of energy: The Company has increased its rain water harvesting
capacity. Water consumptions have been reduced by recycling of treated effluent after chemical dosing
& provision of modified UV system.

(ii) the steps taken by the company for utilising alternate sources of energy: The Company is also taking
steps for installing solar power plant which can replace the energy generated from conventional sources,
and shall there by save energy.

(iii) the capital investment on energy conservation equipments: NIL

B) Technology absorption: The Company has no activities relating to technology absorption.

C) Foreign exchange earnings and Outgo: Earnings by way of export- Rs. 1,21,91,58,544; Outgo- Rs. 7,25,29,780.

xiv. Maternity Benefit Act 1961: The Act is applicable on the Company and it complies with the provisions relating
to the provisions of Maternity Benefit Act 1961.

24. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the
preparation and presentation of Consolidated Accounts as set out in Section 129 of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014. The Audited Consolidated Financial Statement together with Auditors' Report
forms part of the Annual Report.

25. RISK MANAGEMENT POLICY:

Risk is an integral and unavoidable component of business. Though risks cannot be eliminated, an effective risk
management program ensures that risks are reduced, avoided, mitigated or shared. Your Company has in place a
mechanism to identify, assess, monitor and mitigate various risks associated with the business of the Company. Major
risks identified by the business and functions, if any, are systematically addressed through mitigating actions on a
continuing basis.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company remains committed in fulfilling its Corporate Social Responsibility ("CSR”) obligations and contributing
towards sustainable social and economic development in accordance with the provisions of Section 135 of the
Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the financial year 2025-26, the Company spent ' 40.72 lakhs towards CSR activities by contributing to SATMILE
SATISH CLUB O PATHAGAR, a registered NGO, for undertaking projects aimed at community development. The
contribution was utilized for promoting agriculture and allied activities, development of farm sector through training,
aggregation and increase yields, sanitation, rural entrepreneurship, thereby contributing to the holistic development in
various regions of West Bengal.

Further, the Company vide Board meeting dated 13th February, 2026 approved creation of new trustunder the name
and style of the THE REKHA HALDER FOUNDATION for carrying out CSR Activities of the Company.

Further, the Company has in place a CSR Policy approved by the Board of Directors and the same can be accessed at
www.halderventure.in

27. LISTING WITH STOCK EXCHANGES:

The Company was earlier listed on the Bombay Stock Exchange (BSE). However, in order to enhance the visibility and
liquidity of the Company's equity shares and to provide better access to investors across the country, the Company got
its equity shares listed on the National Stock Exchange of India (NSE) on 19th January, 2026.

The Company confirms that it has paid all the pending Annual Listing Fees to BSE and NSE where the Company's shares
are listed. BSE's Listing Centre and NSE's Neaps portal are web-based application designed for corporates. All periodical
compliance filings like shareholding pattern, financial results, notices and outcome of the Board Meetings, among
others are also filed electronically on the portals.

28. DEMATERIALIZATION OF SHARES:

1,23,71,215 of the Company's paid up Equity Share Capital is in dematerialization form as on 31st March, 2026 and
balance 66920 is in physical form.

Share transfers in physical form are processed by the Registrar and Transfer Agents, Maheshwari Datamatics Private
Limited (23 R.N Mukherjee Road, 5th Floor, Kolkata- 700001, West Bengal, Tel: 033-2248 2248, Fax No: 033- 2248 4787;
Email Id: info@mdpl.in) and are approved by the Board of Directors of the Company or the authorised signatories of the
Company. Share transfer requests are registered and returned within 15 days from the date of lodgment if documents
are complete in all respects. The depository system handles share transfers in dematerialized form.

29. MATERIAL CHANGES OCCURRED DURING AND AFTER THE END OF FINANCIAL YEAR:

No other material changes occurred during or after the end of the financial year.

30. SHARE CAPITAL:

During the period under review, your Company issued bonus equity shares in the ratio of 2:1, i.e. 2 (two) new bonus
equity shares of Rs. 10 each for every 1 (one) existing equity share of Rs. 10/- each fully paid up and consequently issued
82,92,090 new equity shares of Rs. 10/- each (record date being 2nd September, 2025). Further, the members vide
resolution passed by way of postal ballot on 26th August, 2025 approved the said bonus issue of equity shares.

All the requisite approvals from the Stock Exchange and Depositories were taken. As a result of the bonus shares of your
Company, it has become more affordable and encouraged participation of investors at large. Pursuant to the bonus
issue, the Issued, Subscribed and Paid-up Share Capital has increased to Rs. 12,43,81,350/-

Further, the Board of Directors of the Company in their meeting dated 26th March, 2026 and pursuant to the approval
from Members of the Company by way of Postal Ballot on 29th April, 2026 has approved preferential issue of upto
7,93,650 Convertible Warrants, each carrying a right to subscribe to 1 fully paid-up equity share of the Company of face
value of Rs. 10 each, to PK. Bio Link Pvt. Ltd. aggregating to Rs. 24,99,99,750/- (Rupees Twenty-Four Crore Ninety-Nine
Lakh Ninety-Nine Thousand Seven Hundred Fifty Only). The same was approved by the Members of the Company by
way of Postal Ballot.

Furthermore, your Company in order to facilitate the conversion of the warrants into equity shares and to provide
adequate headroom for future capital requirements of the Company, the Board of Directors of the Company in their
meeting dated 26th March, 2026 and pursuant to the approval from Members of the Company by way of Postal Ballot
on 29th April, 2026 has approved the increase in the Authorised Share Capital and consequent Alteration to the capital
clause of the Memorandum Of Association of the company from Rs. 13,42,50,000/- (Rupes Thirteen Crore Forty-Two
Lakh Fifty Thousand Only) divided into 1,34,25,000 (One Crore Thirty-Four Lakh Five Thousand Only) equity shares of Rs.
10/- each (Rupees Ten Only) to Rs. 18,42,50,000/- (Rupees Eighteen Crore Forty-Two Lakhs Fifty Thousand Only) divided

into 1,84,25,000 (One Crore Eighty-Four Lakh Fifty Thousand Only) equity shares of Rs. 10/- each (Rupees Ten Only) by
creation of additional 50,00,000 (Fifty Lakh only) equity shares of Rs. 10/- each.

31. PARTICULARS OF EMPLOYEES:

The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel)
Rules, 2014 is enclosed with this report as
Annexure VI. The Company has not paid any remuneration attracting the
provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence,
no information is required to be appended to this report in this regard.

32. ACKNOWLEDGEMENT:

The Board would like to express its sincere appreciation for the valuable support and co-operation received from
various Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year.
They also gratefully acknowledge the support extended by the customers and shareholders and contribution made by
the employees at all level.

For and on behalf of the Board of Directors

Sd/- Sd/-

(KESHAB KUMAR HALDER) (POULOMI HALDER)

Place: Kolkata (Managing Director) (Director)

Date: 29.05.2026 (DIN: 00574080) (DIN: 02224305)