Your directors present before you the 47th Annual Report of your Company on business & operations together with Audited Financial Statements and the Auditor's Report for the year ending 31st March 2026.
OPERATIONS
During the year 2025-2026 under review, the Company's sales were ? 529.47 crores (including exports of ? 54.39 crores) against sales of ? 298.29 crores (including exports of ? 50.53 crores) during the previous year. The production was higher at 38029 M.T. against 25573 M.T. For the year under review, net profit of the Company stood at ?16.16 crores as against loss of ?10.57 crores in the previous year.
During the year under review, the jute industry faced an acute shortage of raw jute, further aggravated by import restrictions from Bangladesh. As a result, raw jute prices witnessed a consistent month-on-month increase, reaching unprecedented levels amid constrained availability. To curb hoarding and ensure equitable distribution of raw jute across the industry, the Office of the Jute Commissioner imposed stock limits on raw jute holdings. Despite these challenges, domestic demand remained robust, primarily driven by Government procurement under the Jute Packaging Materials (Compulsory Use in Packing Commodities) Act, 1987 ("JPM Act"), which provided stable volumes and relatively better realizations. However, demand from the non-government domestic market slowed considerably due to elevated raw material costs and the persistent shortage of raw jute. Export performance improved compared to the previous year. Nevertheless, the gains remained below expectations owing to the continuing geopolitical uncertainties arising from the Russia-Ukraine conflict and the West Asia crisis, which adversely impacted global trade and demand.
The growing global preference for environmentally sustainable and biodegradable products continues to strengthen the long-term prospects of the jute industry. While the acceptance of eco-friendly jute products is steadily increasing, the Company is yet to fully capitalize on the emerging opportunities in overseas markets despite its readiness through modernization and capacity enhancement initiatives.
FINANCIAL SUMMARY
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Particulars
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2025-26
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2024-25
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Total Income
|
532.78
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301.66
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Profit before Depreciation, Finance Costs, Tax and Exceptional Items
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43.14
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8.88
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Finance Costs
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14.72
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12.43
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|
Depreciation and amortization
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6.33
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10.57
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Exceptional items
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-
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-
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Profit before tax
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22.09
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(14.12)
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|
Tax expenses
|
5.93
|
3.55
|
|
Profit for the Year
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16.16
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(10.57)
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Other Comprehensive income for the year, net of tax
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2.25
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13.19
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Total Comprehensive income for the year
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18.41
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2.62
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DIVIDEND
The Board of Directors have not recommended dividend on equity shares for the financial year ended 31st March 2026.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The amount transferred to IEPF was ? 8,58,698/- during the year 2025-26.
TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserves during the current year.
BOARD MEETINGS
The Board of Directors met 6 (six) times i.e. 22.05.2025, 09.07.2025, 13.08.2025, 19.09.2025, 07.11.2025 and 11.02.2026 during this financial year. The maximum time interval between two meetings was within the maximum time allowed pursuant to the Companies Act, 2013 and SEBI Regulations. The details and number of meetings attended by Directors form part of Corporate Governance Report.
SUBSIDIARY COMPANY
The Company has no subsidiary, joint venture, or associate Companies as on 31st March, 2026.
Subsequent to the close of the financial year, the Board of Directors, at its meeting held on 25th May, 2026, approved the proposal for incorporation of a Wholly Owned Subsidiary in the form of a Section 8 Company under the provisions of the Companies Act, 2013. The proposed subsidiary is intended to undertake activities in furtherance of the Company's social and charitable objectives. The incorporation process is currently underway and the subsidiary had not been incorporated as on 31st March, 2026.
PUBLIC DEPOSIT
Your Company did not accept any deposits from public in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROL
The Board of Directors confirms that the Company has established and maintains adequate systems, policies, procedures, and control frameworks to ensure the orderly and efficient conduct of its business operations and compliance with applicable laws and regulations. These systems are aligned with industry best practices, to the extent applicable to the Company.
The Audit Committee and the Board periodically review the effectiveness of the internal control framework to ensure that it continues to serve its intended purpose. Any weaknesses identified during such reviews are appropriately addressed through corrective measures and the implementation of enhanced controls and procedures.
The Company's internal audit function covers all significant operational and financial areas and evaluates the adequacy and effectiveness of processes and controls. The Internal Auditor is empowered to examine whether established policies, procedures, and financial transactions are being carried out in accordance with prescribed guidelines. Any deviations, exceptions, or control gaps identified during the audit are appropriately documented, justified where necessary, and reported to the management and the Audit Committee for corrective action.
CREDIT RATING
Various bank facilities of the Company are rated by CRISIL Ratings Limited based on the norms followed by the Banks under the guidelines of Reserve Bank of India.
All existing and proposed bank facilities have been reviewed and reaffirmed by external rating agency CRISIL Ratings Limited as "Long Term Rating Crisil A-/Stable and for Short Term Rating Crisil A2 " .
CHANGE IN NATURE OF BUSINESS, IF ANY
There has been no change in the nature of business of the company during the year under review and the Company continues to carry on its existing business.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs)
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company Ms. Sruti Sukul (DIN: 10794840), Director of the Company retires by rotation at the conclusion of the forthcoming Annual General Meeting, and being eligible offers herself for re-appointment.
The present term of office of Mr. Ashish Chandrakant Agrawal (DIN: 10198821), aged 54 years, as Managing Director of the Company has expired. Mr. Ashish Chandrakant Agrawal graduated as B.Tech. in Chemical Engineering, Nagpur and has a Masters in Finance and Personnel Management from Nagpur. Having more than 30 years of experience. Considering his vast experience and significant contribution to the Company's overall growth and profitability , the nomination and remuneration committee had recommended his re-appointment as Managing Director for the further period of 3 (three) years with effect from 13th June, 2026, on the terms and conditions mentioned in the agreement entered between the Company and him, subject to the approval of members for which appropriate resolution has been set out in the Agenda Item No. 3 of the Notice convening the 47th Annual General Meeting. The Board recommends passing of the same. Mr. Ashish Chandrakant Agrawal is not disqualified from being re-appointed as Managing Director in terms of Section 164 of the Companies Act 2013 and has given his consent to act as director.
None of the Directors of the Company are disqualified for being appointed as a Director, as specified in Section 164(2) of the Companies Act, 2013.
I. Declaration from Independent Directors
The Company has received necessary declarations from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 & Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
II. Nomination and Remuneration Policy
The Company follows a policy on Nomination and Remuneration of Directors and Senior Management Employees. The policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee reviews the composition and diversity of the Board, keeping in view the requirements of Companies Act, 2013 and SEBI (LODR) Regulations, 2015 recommends to the Board, appointment/re-appointment of eligible personnel including their terms of appointment and remuneration. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes and independence of directors has been formulated. The said policy may be referred to on the Company's website i.e., www.ludlowjute.com.
The performance of the Board has been evaluated as per the policy laid down in that regard.
III. Ratio of Remuneration of each Director
Details of Ratio of Remuneration of each Director to the median employee's remuneration is annexed as Annexure - III, forming part of this Report.
AUDITORS
(i) Statutory Auditors
M/s. J K V S & Co., Chartered Accountants, (Firm Registration No. 318086E) was re-appointed as Statutory Auditor of the Company for a term of 5 years in its Annual General Meeting held on 28th September 2022.
The Statutory Auditors have confirmed their eligibility and submitted a written certificate stating that they are qualified to hold the office of the Statutory Auditor. Their report on the financial statements of the Company is included in the Annual Report, and there are no qualifications, reservations, or adverse remarks given by the statutory auditor in their report.
There has been no qualification, reservation, or adverse remarks in the Independent Auditor's Report for the financial year ended 31st March, 2026. The Statutory Auditor's have not reported any incidence of fraud during the year under review in terms of Section 143(12) of the Companies Act 2013 necessitating disclosure in the Board's Report.
(ii) Cost Auditors
Pursuant to Section 148 of the Act, the Board, on the recommendation of the Audit Committee, has approved the appointment of M/s SPK Associates, Cost Accountants (Firm Registration No. 000040), Kolkata, as the Cost Auditors
for conducting the audit of the cost records of the Company for the financial year ending on 31st March 2027, at a remuneration of ? 40,000/- (Rupees Forty Thousand Only) plus taxes and reimbursement of travelling and other incidental expenses, subject to approval of shareholders, as may be incurred in connection with the Cost Audit of the Company"
(iii) Secretarial Auditor
Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Sachin Pilania, (CP No. 14154) Practising Company Secretary has been appointed in Annual General Meeting held on 17th September, 2025 as Secretarial Auditor for term of five years from commencement of financial year 2025-26 till conclusion of financial year 2029-30.
The Secretarial Audit Report for the financial year 2025-26 is provided as an Annexure to this Report in Annexure - II. The Report does not contain any qualification, reservation or adverse remark.
CORPORATE GOVERNANCE
The Company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34 (3) read with Schedule V under the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, a separate section on corporate governance along with a certificate from the statutory auditors of the Company confirming the compliance, is annexed as Annexure IV.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed and forms part of this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:
(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable Indian Accounting Standards (Ind AS) had been followed;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were responsible and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care 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;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2026, on 'a going concern' basis;
(v) That the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;
(vi) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
RISK AND MITIGATING STEPS
The Company has identified various risks faced from different areas. As required under the SEBI (Listing Obligations & Disclosure Requirements), Regulations 2015, the Board has adopted a Risk Management Policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risk as and when they evolve.
In compliance with Regulation 21(5) of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, as amended, constitution of Risk Management Committee is applicable on the top 1000 listed entities, and on high value
debt listed entities. The Company as on date does not fall in the above limit of top 1000 listed entities, nor is a high value debt listed entity. With effect from 28th February,2025 Company dissolved the Risk Management Committee and further Audit Committee is entrusted with the responsibility to overview the Risk Management after dissolution of Risk Management Committee.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provisions of Section 134(3)(m) of the Companies Act 2013, read with Rule 8 of the Companies (Accounts) Rules 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as Annexure - I, forming part of this Report.
AUDIT COMMITTEE
The Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. The constitution and other details of the Audit Committee are given in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee of the Board has been constituted as per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The constitution and other details of the Corporate Social Responsibility Committee are given in the Corporate Governance Report. The said policy may be referred to on the Company's website i.e., www.ludlowjute.com.
As per Section 135(1) of the Companies Act, 2013 ('the Act') CSR provisions are applicable to every company having net worth of ' 500 crores or more, or turnover of ' 1000 crores or more or a net profit of ' 5 crore or more in the immediately preceding financial year. The Company did not fulfill any such criteria and hence CSR was not applicable for the year.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS
The Company has not given any loan, guarantee or made any investments exceeding sixty per cent of its paid-up share capital, free reserve and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, as prescribed in Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGENMENTS WITH RELATED PARTY
A Related Party Policy has been devised by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to at the website of the Company i.e., www. ludlowjute.com. The Audit Committee reviews all related party transactions quarterly. Necessary approval of the Audit Committee and the Board of Directors were taken as and when required.
During Financial Year 2025-2026, your Company entered into transactions with Related Parties in ordinary course of its business at arm's length.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provision of Section 177(9) & (10) of the Companies act, 2013, a Vigil Mechanism/Whistle Blower Policy has been formulated by the Company for its Directors and Employees. The policy allows intimation by affected persons in good faith of any concern or misconduct through a written communication. The Policy assures adequate safeguard against victimization of employees and directors who avail of the vigil mechanism policy. It also provides for action against frivolous complaints. The Audit Committee oversees the Vigil Mechanism for disposal of the complaints. The said policy may be referred to on the Company's website i.e., www.ludlowjute.com.
PARTICULARS OF EMPLOYEES
The disclosures pertaining to employees' remuneration as required under Section 134 of the Companies Act, 2013 and the rules framed thereunder are not applicable, as no employee of the Company was in receipt of remuneration exceeding the prescribed limits during the financial year under review.
SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE COMPANY'S GOING CONCERN STATUS & OPERATIONS IN FUTURE
During the period under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by The Institute of Company Secretaries of India. ENVIRONMENT AND SAFETY
The Company remains committed to environmental stewardship and the responsible utilization of natural resources. As part of its sustainability initiatives, the Company continues to undertake measures aimed at manufacturing eco-friendly products while ensuring compliance with all applicable environmental laws, regulations, and pollution control norms.
The Company firmly believes that sustainable growth can only be achieved through a strong focus on health, safety, and environmental responsibility. Accordingly, the highest priority is accorded to maintaining safe and efficient manufacturing practices across all operations. The management and employees work collectively to foster a culture of safety, discipline, and continuous improvement, thereby ensuring a safe, healthy, and secure working environment.
The Company has established appropriate systems and procedures to monitor and enhance its environmental and safety performance on an ongoing basis.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company's policy on prevention of sexual harassment of women provides for the protection of women employees at the workplace and for prevention and redressal of such complaints.
During the year under review:
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Sl.
No.
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Particulars
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Response
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a.
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Number of complaints of sexual harassment received in the year
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NIL
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b.
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Number of complaints disposed off during the year
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NIL
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|
c.
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Number of case pending for more than ninety days
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NIL
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ANNUAL RETURN
In compliance with Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013 Annual Return of the Company is available on Company's Website i.e., www.ludlowjute.com
HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS
The Company's human resources development is founded on a strong set of values. The policies seek to instil spirit of trust, transparency, and dignity among all employees. The Company continues to provide ongoing training to its employees at different levels.
Industrial relations with employees and workers across all locations of the Company continued to be cordial during the year.
ACKNOWLEDGEMENT
Your directors take this opportunity to express their appreciation to all the employees irrespective of level for their hard work, dedication and commitment recognize continues support and co-operation from all other stakeholders particularly you, the shareholders of the Company.
For and on behalf of the Board
Ashish Chandrakant Agrawal Anand Agarwal
Managing Director Non Executive Independent Director
Date: 12th August 2026 DIN: 10198821 DIN: 03121369
Place: Kolkata
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