To,
The Members,
ABATE AS INDUSTREIS LIMITED
(FORMERLY KNOWN AS TRIJAL INDUSTRIES LIMITED)
The Board of Directors present the Company's 35th Annual Report and the Company's
audited financial statements for the financial year ended March 31,2026.
FINANCIAL SUMMARY AND HIGHLIGHTS:
The Company's financial performance (standalone and consolidated) for the year ended
March 31,2026 is summarized below:
(Amount In Lakhs)
|
|
Standalone |
Consolidated |
| Sr No. |
Particulars |
As on 31/03/2026 |
As on 31/03/2025 |
As on 31/03/2026 |
As on 31/03/2025 |
| 1. |
Revenue from Operations |
- |
- |
15,940 |
1,408.68 |
| 2. |
Other Income |
211.55 |
97.04 |
23.279 |
96.6 |
| 3. |
Expenses |
56.82 |
42.17 |
14,903.30 |
1395.88 |
| 4. |
Profit/(loss) before exceptional items & tax |
154.73 |
54.33 |
1,270.36 |
109.4 |
| 5. |
Profit/( l oss) Before Tax |
154.73 |
54.33 |
1,270.36 |
108.56 |
| 6. |
Tax expense |
- |
- |
71.63 |
1.49 |
| 7. |
Profit/ (Loss) for the period |
154.33 |
54.33 |
1,229.71 |
110.05 |
RESULTS OF OPERATION AND THE STATE OF THE COMPANY'S AFFAIRS:
During the year under review, the Company has made a standalone profit of Rs. 154.73
lakhs and consolidated profit of Rs. 1229.71 lakhs for FY 2025-26 as compared to operating
(Standalone) profit of Rs. 54.33 Lakhs in the previous year.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of your Company, during the year under
review.
SHARE CAPITAL:
A. Increase in Authorised Share Capital and Alteration of Capital Clause of MoA:
During the financial year under review, the Authorised Share Capital of your Company
was increased twice to accommodate the corporate growth strategies and capital
requirements. The details of the revisions are outlined below:
First Increase: The Authorised Share Capital was increased from the existing
Rs95,00,00,000/- (Rupees Ninety- Five Crore only) divided into 9,50,00,000 (Nine Crore
Fifty Lakh) Equity Shares of Rs10/- each to Rs 1,58,00,00,000/- (Rupees One Hundred and
Fifty-Eight Crore only) divided into 15,80,00,000 (Fifteen Crore Eighty Lakh) Equity
Shares of Rs10/- each. This variation was approved by the members of the Company by way of
a Special Resolution passed in the Annual General Meeting held on 14th July 2025,
resulting in the substitution of Clause V (Capital Clause) of the Memorandum of
Association (MoA).
Second Increase: To facilitate further strategic initiatives, the Authorised Share
Capital was subsequently increased from Rs 1,58,00,00,000/- (Rupees One Hundred and
Fifty-Eight Crore only) to Rs2,00,00,00,000/- (Rupees Two Hundred Crore only) divided into
20,00,00,000 (Twenty Crore) Equity Shares of Rs10/- each. This further alteration of
Clause V of the MoA was approved by the members by way of a Special Resolution passed
through Postal Ballot on 20th November 2025.
B. Issue and Allotment of Bonus Shares:
During the year under review, In order to reward the members for their continued trust
and support, your Company your Company has allotted 78,88,03,228 (seven crore eighty-eight
lakhs three thousand two hundred and twenty-eight) fully paid-up Equity Shares of
Rs10/-(Rupeess Ten Only) each as bonus issue in the ratio of 1:1 (i.e., 1 (One) new fully
paid-up Equity Share for every 1 (One) existing fully paid-up Equity Share held by
capitalization of free reserves/securities premium account a sum not exceeding
Rs78,80,32,280/- (Rupees Seventy-Eight Crore Eighty Lakh Thirty-Two Thousand Two Hundred
and Eighty only)
The Bonus Issue was approved by the shareholders of the Company in the Annual General
Meeting held on 14th July 2025 and the allotment of bonus shares was made on August
01,2025. Consequently, the paid-up equity share capital of the Company increased from Rs
78,80,32,280/- (Rupees Seventy-Eight Crore Eighty Lakh Thirty-Two Thousand Two Hundred and
Eighty only) comprising 7,88,03,228 (seven crore eighty-eight lakhs three thousand two
hundred and twenty-eight) equity shares of Rs. 10 (Rupees Ten only) each to Rs
157,60,64,560/-(Rupees One Fifty Seven Crore Sixty Lakh Sixty Four Thousand Five Hundred
and Twenty Eighty only) comprising 15,76,06,456 (Fifteen Crore Seventy-Six Lakhs six
thousand four hundred and fifty-six) shares equity shares Rs. 10 (Rupees Ten only) each
The newly issued Bonus Shares rank pari-passu in all respects with the existing equity
shares of the Company. Any fractional entitlements resulting from the 1:1 issuance were
rounded down to the lower integer in accordance with the regulatory approvals. The Company
successfully completed the credit of these shares into the respective demat accounts of
the shareholders and obtained necessary listing and trading approvals from the Stock
Exchange(s).
PARTICULARS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:
The strategic allotment of equity shares on a preferential basis through a swap of
shares executed on February 25, 2025, your Company's corporate structure expanded to
include three (3) Subsidiary Companies and one (1) Associate Company.
A. Corporate Structure & Alignments:
The composition of the Group at the close of the financial year is outlined below:
Subsidiary Companies:
?€? M/s. Salamath Import & Exports Private Limited (Incorporated in India)
?€? M/s. Prudential Management Services Private Limited (Incorporated in India)
?€? M/s. Sky International Trading WLL (Incorporated in Bahrain)
Associate Company:
?€? M/s. SAIA Educational Support Services WLL (Incorporated in Bahrain)
Joint Ventures:
?€? Your Company does not have any Joint Venture agreements or entities as of
March 31,2026.
B. Changes in the Group Structure during the Year:
Other than the initial acquisitions via share swap completed on February 25, 2025, no
other companies have become or ceased to be Subsidiaries, Joint Ventures, or Associate
companies during the financial year under review.
C. Consolidated Financial Statements & AOC-1:
In compliance with Section 129(3) of the Companies Act, 2013, and applicable Accounting
Standards, the Audited Consolidated Financial Statements of the Company and all its
subsidiaries form an integral part of this Annual Report.
A separate statement containing the salient features of the financial statements of our
Subsidiaries and Associate company in the prescribed Form AOC-1 is annexed to this Report.
D. Performance Highlights and Financial Contribution:
The performance highlights and operational summary of the individual corporate
components are as follows:
During the year ended 31 March 2026, the Group continued to maintain stable operations
across its constituent entities and reported consolidated total income of ^1,617.37
million, including revenue from operations of Rs1,594.09 million.
Sky remained the largest contributor to the Group's performance, generating revenue
from operations of Rs1,234.50 million and accounting for the majority of the Group's
consolidated turnover. The entity continued to be the primary driver of business activity
and revenue generation during the period.Prudential reported revenue from operations of
Rs309.50 million and demonstrated consistent operational performance, contributing
meaningfully to the Group's consolidated results.Salamath recorded revenue from operations
of Rs60.38 million and maintained steady business operations during the reporting
period.Abate AS reported other income of Rs21.16 million.
Inter-company transactions amounting to Rs 10.30 million were eliminated upon
consolidation to present the financial performance of the Group as a single economic
entity in accordance with the applicable accounting standards.
Overall, the Group's performance during the period was supported by the strong revenue
contribution from Sky, complemented by stable contributions from Prudential and Salamath,
resulting in a robust consolidated income base.
E. Public and Shareholder Accessibility of Accounts:
In terms of Section 136 of the Companies Act, 2013, the audited financial statements,
including the consolidated financial statements and separate audited accounts in respect
of each of its subsidiaries, have been placed on the official website of the Company and
can be accessed at: Weblink: https://abateas.com/annual-account-of-subsidiaries/
The annual accounts of the subsidiary companies will be made available to any
shareholder of the Company upon formal request. These documents are also open for physical
inspection by any member at the Registered Office of the Company during business hours on
all working days.
SUSPENSION OF TRADING OF SECURITIES:
In terms of the disclosures required under Schedule V (C)(6)(9)(h) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors
explicitly confirms that the equity shares of the Company have not been suspended from
trading on any Stock Exchange where they are listed during the financial year under
review. The securities remain active and traded in compliance with regulatory mandates.
STATEMENT OF DEVIATION(S) OR VARIATION(S).
A. Disclosure of Statement of Deviation(s) or Variation(s) (Regulation 32(4)):
Pursuant to Regulation 32(4) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company confirms that there has been no deviation or
variation in the utilization of the objects/consideration stated in the explanatory
statement to the notice of the Extraordinary General Meeting (EGM) held on February 05,
2025, for the preferential allotment of 7,37,87,128 Equity Shares. The necessary quarterly
statements confirming zero deviation were duly submitted to the Stock Exchange(s) within
the prescribed statutory timelines.
B. Note on Utilization of Funds / Consideration Raised through Preferential Allotment
(Regulation 32(7A)):
In compliance with Regulation 32(7A) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors reports the status and utilization
of the consideration relating to the Preferential Allotment:
Note on Preferential Allotment and Consideration (Other than Cash):
Consequent to the approval accorded by the members at the Extraordinary General Meeting
held on February 05, 2025, the Company issued and allotted 7,37,87,128 Equity Shares of
face value of Rs10/- each on a preferential basis to Promoter and Non-Promoter Investors
on February 25, 2025.
As disclosed in the object of the issue, this preferential allotment was executed for
consideration other than cash via a share swap mechanism. The allotment served to acquire
equity stakes in the respective target entities, thereby transitioning them into
subsidiaries/associates of the Company.
Since the transaction was structured purely as a share swap for business consolidation,
no liquid cash funds were raised by the Company under this Preferential Allotment. The
non-cash consideration (equity shares of the target companies) has been fully and
completely utilized towards the designated strategic investment objects as of March
31,2025, leaving no unutilized balance or funds carried forward.
DIVIDEND:
A. Dividend Declaration for the Financial Year 2025-2026:
With a view to conserving internal financial resources to support ongoing strategic
expansions, strengthen working capital, and fuel the future business operations of the
Group, your Director's deem it prudent not to recommend any dividend on the Equity Shares
of the Company for the financial year ended March 31, 2026.
B. Dividend Distribution Policy & Web Link:
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the mandatory formulation and disclosure of a formal
Dividend Distribution Policy is applicable only to the top 1,000 listed entities based on
market capitalization calculated as of March 31 of every financial year. Since your
Company does not fall within the specified threshold of the top 1,000 listed entities, the
formulation of the said policy is not applicable to the Company, and consequently, no such
policy has been adopted or hosted on the website.
TRANSFER TO RESERVES:
During the financial year under review, your Company proposed to transfer an amount of
Rs 154.73 Lakhs to the Retained Earnings out of the current profits available for
appropriation.
I DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the financial year 2025-2026 under review, there were no significant or material
orders passed by any Regulators, Courts and Tribunals that would impact the going concern
status of your Company or potentially jeopardise its future business operations.
Your Company maintains a robust legal and regulatory compliance framework to ensure all
operational tracks conform entirely to applicable laws and guidelines.
PUBLIC DEPOSITS:
During the financial year 2025-2026 under review, your Company has neither invited nor
accepted any deposits from the public within the meaning of Section 73 and Section 76 of
the Companies Act, 2013, read along with the Companies (Acceptance of Deposits) Rules,
2014.
Accordingly, the specific disclosures required under Rule 8(5)(v) & (vi) of the
Companies (Accounts) Rules, 2014 are outlined below:
| Statutory Disclosure Requirements |
Status / Particulars |
|
|
| (a) Deposits accepted during the year |
Nil |
| (b) Deposits remained unpaid or unclaimed as at the end of
the year |
Nil |
| (c) Default in repayment of deposits or payment of interest
thereon during the year |
|
| (i) At the beginning of the year |
Nil |
| (ii) Maximum during the year |
Nil |
| (iii) At the end of the year |
Nil |
| (d) Details of deposits which are not in compliance with the
requirements of Chapter V of the Act |
Nil |
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial position of
the Company that occurred between the end of the financial year to which the financial
statements relate (i.e., March 31,2026) and the date of approval of this Board's Report.
The operations and fiscal trajectory of your Company continue to remain steady and
aligned with the reported financial figures.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:
During the financial year 2025-2026 under review, your Company has not given any loans,
extended any guarantees, or provided any securities as covered under the provisions of
Section 186 of the Companies Act, 2013.
Additionally, the Company has not made any new investments during the year that would
attract disclosures under the said section. All existing investments/stakes held by the
Company are within the permissible limits and are duly reflected in the notes forming part
of the Standalone Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has established a robust and comprehensive Internal Financial Controls
(IFC) framework designed to ensure the orderly and efficient conduct of its business,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
disclosures.
In accordance with Rule 8(5) (viii) of the Companies (Accounts) Rules, 2014, the Board
of Directors confirms that the Company maintains adequate internal financial control
systems tailored to monitor business processes, structural financial reporting, and strict
compliance with applicable statutory regulations. These systems are thoroughly integrated
into the daily operations of the Company and were operating effectively throughout the
financial year 2025-2026 under review.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
| Dr. Adv Arikuzhiyan Samsudeen (DIN: 01812828) |
: Chairman & Non-Executive Director |
| Dr. Muhemmed Swadique (DIN: 02933064) |
: Whole Time Director |
| Ms. Julie G Varghese (DIN: 09274826) |
: Non-Executive Independent Director |
| Dr. Musallyarakatharakkal Safarulla (DIN: 02933030) |
: Non-Executive Director |
| Mr. Mohammed Kutty Arikuzhiyil (DIN: 02007636) |
: Non-Executive Director |
| Mr. Abdul Nazar Jamal Kizhisseri Muhammed (DIN: 06990053) |
: Non-Executive Director |
| Dr. Rajesh Puthussery (DIN: 09270524) |
: Non-Executive Director |
| Mrs. Indu Ravindran (DIN: 09252600) |
: Non-Executive Independent Director |
| Mrs. Manjusha Ramakrishnan Puthenpurakkal (DIN: 09427053) |
: Non-Executive Independent Director |
| Mr. Eramangalath Gopalakrishna Panicker Mohankumar (DIN:
00722626) |
: Non-Executive Director |
| Mr. Mohammed Kabeer Moolian (DIN: 06844102) |
: Non-Executive Independent Director |
| Mr. Pattassery Alavi Haji (DIN: 00251124) |
: Non-Executive Director |
| Mr. Ali Thonikkadavath (DIN: 02905367) |
: Non-Executive Independent Director |
| Mr. Rishin Rasheed (DIN: 09801238) |
: Non-Executive Independent Director |
| Mr. Sivadas Chettoor (DIN: 01773249) |
: Non-Executive Independent Director |
| Mr. Velayudhanpillai Harikumar (DIN: 10450411) |
: Non-Executive Independent Director |
| Mr. George Chirapparambil Chacko |
: Chief Financial Officer |
| Mrs. Heena Kausar Mohd Amin Rangari |
: Company Secretary & Compliance Officer |
During the financial year 2025-2026 under review, the following changes took place in
the composition of the Board of Directors of your Company:
A. Appointments (including Additional Directors & Regularization)
?€? Mr. Sivadas Chettoor (DIN: 01773249): Appointed as an Independent Director
of the Company with effect from May 30, 2025.
?€? Mr. Rishin Rasheed (DIN: 09801238): Appointed as an Independent Director of
the Company with effect from May 30, 2025.
?€? Mr. Ambramoli Purushothaman (DIN: 07706484): Appointed as an Independent
Director of the Company with effect from May 30, 2025. (Note: regularization was
subsequently approved by the shareholders in the AGM held on July 14, 2025).
?€? Mr. Velayudhanpillai Harikumar (DIN: 10450411): Appointed to the Board as an
Additional Director (Independent) with effect from February 12, 2026. (Note: His
regularization was subsequently approved by the shareholders via Postal Ballot on May 09,
2026).
B. Resignations / Cessations
?€? Mr. Ambramoli Purushothaman (DIN: 07706484): Resigned from the position of
Independent Director of the Company with effect from November 27, 2025, due to personal
reasons/pre-occupations. The Board places on record its deep appreciation for the valuable
guidance and contributions rendered by him during his tenure.
In terms of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of
Directors has evaluated the Independent Directors appointed during the financial year
2025-2026 - namely, Mr. Sivadas Chettoor, Mr. Rishin Rasheed, Mr. Ambramoli Purushothaman,
and Mr. Velayudhanpillai Harikumar.
The Board is explicitly of the opinion that all the newly appointed Independent
Directors possess standard integrity, high corporate ethical values, and the necessary
specialised expertise and experience across fields such as management, trade, operational
control, and corporate governance. Their inductions have significantly strengthened the
diverse skill matrix of the Board.
Furthermore, regarding the "proficiency" criteria as ascertained from the
online proficiency self-assessment test conducted by the Indian Institute of Corporate
Affairs (IICA) notified under Section 150(1) of the Companies Act, 2013, the Board
confirms that:
?€? The Independent Directors appointed during the year are either duly
registered with the Independent Directors' Databank maintained by the IICA and have
successfully qualified the online proficiency selfassessment test within the prescribed
statutory timelines, or
?€? They are otherwise exempt from the requirement of clearing the said
proficiency test by virtue of fulfilling the criteria prescribed under the applicable
provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.
INDEPENDENT DIRECTORS:
A. Declaration of Independence by Independent Directors:
The Company has received the mandatory annual declarations from all the Independent
Directors of the Company confirming that they meet the strict criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013, read along with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 16(1)
(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors has reviewed these declarations and is satisfied that the
Independent Directors fulfill all the statutory conditions specified in the Act and the
Listing Regulations, and that they maintain complete independence from the Management of
the Company.
B. Separate Meeting of Independent Directors:
In accordance with the mandates of Schedule IV (Code for Independent Directors) of the
Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the
Company was held during the financial year on 12th February 2026 without the presence of
Non-Independent Directors and members of the management.
During the meeting, the Independent Directors reviewed:
?€? The performance of Non-Independent Directors and the Board of Directors as a
whole;
?€? The performance of the Chairperson of the Company, taking into account the
views of Executive and Non-Executive Directors; and
?€? The quality, quantity, and timeliness of the flow of information between the
Company Management and the Board, ensuring it is sufficient for the Board to effectively
perform its duties.
C. Familiarisation Programme for Independent Directors:
Your Company has structured an onboarding and continuous training framework to keep the
Independent Directors well-informed about the corporate ecosystem. The familiarisation
programme primarily focuses on providing insights into:
?€? The Hospital and Healthcare Industry landscape, macroeconomic dynamics, and
the socio-economic environment in which the Company operates;
?€? The Company's specific healthcare delivery business model, operational
infrastructure, and financial performance trajectory; and
?€? Significant structural updates, regulatory changes, and their evolving
roles, responsibilities, rights, and duties under the Companies Act, 2013, and other
applicable financial market statutes.
In compliance with Regulation 46(2)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the comprehensive details of the Familiarisation
Programme conducted for the FY 20252026, including the exact number of programmes attended
and the hours spent by individual Independent Directors, have been uploaded on the
Company's website and can be accessed at Web Link:
https://abateas.com/wp-content/uploads/2026/06/FAMILIARISATION-PROGRAMME-IMPARTED-for-FY-2025-
26.pdf
COMPOSITION OF COMMITTEES OF THE BOARD:
A. Audit committee
?€? Mrs. Manjusha Ramakrishnan Puthenpurakkal - Independent Director (Chairman)
?€? Ms. Julie G Varghese - Independent Director
?€? Mrs. Indu Ravindran - Independent Director
?€? Dr. Adv Arikuzhiyan Samsudeen - Promoter, Non-Executive Director
in
B. Nomination Remuneration committee
?€? Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)
?€? Ms. Julie G Varghese- Independent Director
?€? Mrs. Indu Ravindran - Independent Director
C. Stakeholders Relationship committee
?€? Mrs. Manjusha Ramakrishnan Puthenpurakkal- Independent Director (Chairman)
?€? Ms. Julie G Varghese- Independent Director
?€? Mrs. Indu Ravindran - Independent Director
NUMBER OF MEETINGS OF THE BOARD AND BOARDS' COMMITTEE:
The Board meets at regular intervals to discuss and decide on business strategies
/policies and review the financial performance of the Company. The Board Meetings are
pre-scheduled, and a tentative annual calendar of the Board is circulated to the Directors
well in advance to facilitate the Directors to plan their schedules.
| Particulars |
No. of Meetings during the Financial Year 2024-2026 |
Date of the Meeting |
|
|
30 th May 2025 17 th June 2025 1 st August 2025 |
| Board Meeting |
7 |
13 th August 2025 15 th October 2025 |
|
|
10 th November 2025 |
|
|
12 th February 2026 |
|
|
30 th May, 2025 |
| Audit Committee |
4 |
13 th Aug, 2025 10 th Nov, 2025 12 th Feb, 2026 |
| Nomination & Remuneration |
2 |
30 th May 2025 |
| Committee |
|
12 th February 2026 |
| Stakeholders Relationship Committee |
1 |
30 th May, 2025 |
| Independent Director ' s Meeting |
1 |
12 th Feb, 2026 |
The interval between two Board Meetings was well within the maximum period mentioned
under Section 173 of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The comprehensive Nomination and Remuneration Policy, detailing the complete structural
parameters and operational frameworks, is available on the official website of the Company
and can be accessed by shareholders and investors via the following direct WEBLINK:
https://abateas.com/wp-
content/uploads/2026/06/Nomination-and-Remuneration-Policy.pdf
ANNUAL EVALUATION BY THE BOARD:
The performance evaluation was conducted via a formalized questionnaire-based mechanism
administered through the Nomination and Remuneration Committee (NRC). The assessment
framework
evaluated the performance of Directors across several key operational benchmarks, which
included:
?€? Attendance and Participation: Consistency of attendance at Board Meetings
and respective Board Committee Meetings.
?€? Quality of Contribution: Substantive engagement and the value added during
Board deliberations.
?€? Strategic Perspective: Guidance, foresight, and strategic inputs provided
regarding the future growth, market trajectory, and long-term performance of the Company.
?€? Independent Judgment: Ability to provide diverse perspectives and objective
feedback extending beyond the standard data metrics provided by the Management.
?€? Stakeholder Commitment: Visible commitment to protecting and enhancing the
long-term interests of shareholders and other key corporate stakeholders.
The evaluation process was carried out across three distinct operational layers:
1. Performance of the Board and its Committees: The Board evaluated its own
composition, structural diversity, dynamics, frequency of meetings, and overall
effectiveness. Similarly, each Committee (Audit Committee, NRC, SRC, etc.) was assessed
against its specific terms of reference and execution of delegated statutory duties.
2. Performance of Individual Directors: A comprehensive peer-to-peer and
self-assessment was executed. To maintain complete transparency and objectivity, each
member of the Board recused themselves and did not participate in the discussion or
evaluation of his/her own performance.
3. Performance of the Chairperson: The Independent Directors, in their separate
meeting, reviewed the leadership effectiveness of the Chairperson after taking into
account the feedback of both Executive and Non-Executive Directors.
The outcomes of the evaluation process were detailed, reviewed, and discussed at length
during the
subsequent Board meeting, and the overall performance was noted to be highly
satisfactory.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Board of
Directors explicitly confirms that your Company has strictly complied with all the
applicable Secretarial Standards issued and formulated by the Institute of Company
Secretaries of India (ICSI) - specifically, Secretarial Standard-1 (SS-1) on Meetings of
the Board of Directors and Secretarial Standard-2 (SS-2) on General Meetings - during the
financial year 2025-2026 under review.
The Company maintains robust internal protocols to ensure that the processes relating
to the convening, conducting, and recording of corporate meetings are fully aligned with
these statutory benchmarks.
DETAILS OF POLICIES:
The Company has the following policies which are applicable as per the Companies Act,
2013 and SEBI (LODR) Regulations, 2015. All the policies are placed on the website of the
Company.
- Code of Conduct for Directors and Senior Management Personnel.
Code of Conduct for Insider Trading
?€? Code of Fair Disclosure of Unpublished Price Sensitive Information
?€? Web Archival Policy
?€? Sexual Harassment Policy
?€? Policy on Determination of Materiality of Events
?€? Policy on Nomination and Remuneration
?€? Policy on Preservation of Documents
?€? Policy on Related Party Transactions
?€? Policy for Board Diversity
?€? Whistle Blower or Vigil Mechanism Policy
?€? Code for Independent Directors
?€? Policy on Determining Material Subsidiaries.
LISTING WITH STOCK EXCHANGES:
The Equity Shares of your Company continue to remain actively listed on the BSE Limited
(BSE).
In compliance with Regulation 14 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company explicitly confirms that it has paid the
annual listing fees to the BSE for the financial year 2025-2026 within the prescribed
statutory timelines. The Company's shares have not been suspended from trading at any
point during the year, and all required corporate filings are up to date.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO:
A. Conservation of energy: -
i. The steps taken or impact on conservation of energy: N.A.
ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii. The capital investment on energy conservation equipment: N.A.
B. Technology absorption:
i. The efforts made towards technology absorption: N.A
ii. The benefits derived like product improvement, cost reduction product development
or import substitution: N.A
iii. In case of imported technology (imported during the last three years reckoned from
the beginning of the financial year) -
a. The details of technology imported: N.A
b. The year of import: N.A
c. Whether the technology been fully absorbed. N.A.
d. If not fully absorbed, areas where absorption has not taken place & the reasons
thereof; and: N.A.
If not fully absorbed, areas where absorption has not taken place and the reasons
thereof; and: N.A. The expenditure incurred on Research and Development. N.A.
1 C. Foreign Exchange Earnings and Outgo: NIL
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
PENALTY & FEES:
During the financial year 2025-2026 under review, neither the Company nor any of its
Directors or Key Managerial Personnel (KMP) received any material regulatory orders,
show-cause notices, or compounding directions under the Companies Act, 2013. However, as a
listed entity, the Company was subject to an administrative Standard Operating Procedure
(SOP) fine imposed by BSE Limited via an order dated June 27, 2025. This fine was levied
due to a procedural delay in the submission of financial results within the prescribed
statutory timelines for the quarter and financial year ended March 31,2025, as mandated
under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
The Company has fully resolved this matter by paying the prescribed SOP fines on July
10, 2025. The Board has taken note of this event, and the internal secretarial and
compliance tracking mechanisms have been further strengthened to prevent such
administrative delays and ensure seamless compliance with all SEBI timelines in the
future.
RISK MANAGEMENT POLICY:
In terms of the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company
maintains an internal assessment framework to identify, monitor, and mitigate key
operational and business risks. The mandatory formulation of a formal Risk Management
Policy and the constitution of a standalone Risk Management Committee under Regulation 21
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not
applicable to the Company as it does not fall within the threshold of the top 1,000 listed
entities based on market capitalization.
However, general business, financial, and operational risk factors are periodically
reviewed by the Management and overseen by the Audit Committee as part of standard
corporate governance. In the opinion of the Board of Directors, there are currently no
critical elements of risk that threaten the immediate existence or the "going
concern" status of the Company.
SUCCESSION PLANNING:
The Company believes that a sound succession plan for the senior leadership is very
important for creating a robust future for the Company. The Nomination and Remuneration
Committee of the Company has a structured leadership succession plan. The Committee
periodically reviews the Board composition to ensure an appropriate balance of skills,
experience, diversity, and domain expertise. In evaluating succession, the Committee
considers factors such as strategic direction, tenure and retirement timelines, and the
evolving business environment with the overarching objective of ensuring continuity and
smooth transitions.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134(3)(c) of the Act, the Directors hereby
confirm that:
a. in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
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 at the end of the financial year ended March
31,2025 and of the profit of the Company for that period;
I c. the directors had 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;
d. the directors had prepared annual accounts on a going concern basis;
e. the directors had laid down proper internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating properly,
and;
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.
CORPORATE GOVERNANCE PHILOSOPHY:
Your Company has always believed that good corporate governance is more a way of doing
business than a mere legal compulsion. It enhances the trust and confidence of all the
stakeholders. Good practice in corporate behavior helps to enhance and maintain public
trust in companies and the stock market. It is the application of best management
practices, compliances of law in true letter and spirit, and adherence to ethical
standards for effective management and discharge of social responsibilities for
sustainable development of all stakeholders. In this pursuit, your Company's philosophy on
Corporate Governance is led by a strong emphasis on transparency, fairness, independence,
accountability, and integrity. The Board plays a central role in upholding and guiding
this governance framework.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of
the SEBI Listing Regulations, your Company has formulated a vigil mechanism through
whistle blower policy to deal with instances of unethical behaviour, actual or suspected
fraud, violation of Company's code of conduct or policy. No person has been denied access
to the Chairman of the Audit Committee. The details of the policy are posted on the
website of the Company.
CODE FOR PROHIBITION OF INSIDER TRADING:
Your Company has adopted a code of conduct to regulate, monitor, and report trading by
designated persons and their immediate relatives as per the requirement under the
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This code also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the website of
the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company is committed to providing a safe, secure, and conducive work environment
that treats all employees with dignity, respect, and equality. In line with the statutory
mandates, the Company has strictly complied with the provisions relating to the
constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Committee has
been established across all administrative offices and operational units to resolve,
prevent, and redress any complaints of sexual harassment at the workplace.
During the financial year 2025-2026 under review, the status of complaints received and
disposed of by the Internal Complaints Committee is as follows:
- Number of complaints pending at the beginning of the financial year: Nil
Number of complaints received during the financial year: Nil
?€? Number of complaints disposed of during the financial year: Nil
?€? Number of complaints pending at the end of the financial year: Nil
WEBLINK: https://abateas.com/wp-content/uploads/2026/06/Sexual-Harassment-Policy.pdf
DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
In accordance with Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Board of
Directors confirms that there were no applications made or any corporate proceedings
initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016
(IBC) during the financial year 2025-2026. Furthermore, your Company has not been subject
to any corporate insolvency resolution processes or related liquidations at the close of
the financial year.
DETAILS OF ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS:
Pursuant to Rule 8(5) (xii) of the Companies (Accounts) Rules, 2014, your Company
reports that it has not entered into any One-Time Settlement (OTS) with any Banks,
Financial Institutions, or institutional lenders during the financial year under review.
Consequently, the disclosure of any differences between the valuation done at the time of
such a settlement and the valuation conducted while originally taking loans from lenders,
along with reasons thereof, is not applicable.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
Your Company is dedicated to upholding a progressive, inclusive, and legally compliant
workplace environment for its workforce. The Company explicitly confirms that it has
strictly complied with all applicable statutory provisions, rules, and guidelines relating
to the Maternity Benefit Act, 1961 (including all subsequent structural amendments). The
prescribed healthcare facilities, paid leave benefits, and career security measures are
fully extended to eligible female employees across all administrative and operational
units of the Company, and no instances of non-compliance or grievances were recorded
during the financial year 2025-2026.
CORPORATE SOCIAL RESPONSIBILITY:
A. Statutory Applicability and Reporting Status:
During the financial year 2025-2026 under review, the statutory thresholds prescribed
under Section 135(1) of the Companies Act, 2013, read along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, were not attracted or breached by your Company.
Consequently, the provisions relating to mandatory expenditures and the constitution of
a standalone Corporate Social Responsibility Committee are not applicable to the Company
for the period under report. Accordingly, a formal annual report on CSR activities is not
annexed to this Board's Report.
B. CSR Policy and Web Link:
During the financial year 2025-2026 under review, the statutory thresholds prescribed
under Section 135(1) of the Companies Act, 2013, read along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, were not attracted or breached by your Company.
Consequently, the provisions relating to the mandatory constitution of a Corporate
Social Responsibility Committee, formulation of a CSR policy, and statutory expenditures
are not applicable to the Company for the period under report. Accordingly, a formal
annual report on CSR activities is not annexed to this Board's
Report.
I DISCLOSURE/ ANNEXURES:
a. Annual Return:
Pursuant to provisions of Section 92(3) and Section 134(3) (a) of the Act, the
submission of extract of the Annual Return in the form MGT-9 has been dispensed with in
terms of the Companies (Management and Administration) Amendment Rules, 2021 dated March
05, 2021. Hence, the form MGT-9 has not been attached with the Board Report. However, the
Company has placed a copy of the Annual Return on its website. Weblink:
https://abateas.com/annual-returns/
b. Report on Corporate Governance:
The report on corporate governance as stipulated under Chapter V of the SEBI Listing
Regulations forms an integral part of this report.
c. Certificate of Non-Disqualification of Directors:
Pursuant to Regulation 34(3) and Schedule V, Para C Clause (10)(i) of the SEBI Listing
Regulations, the Certificate of Non-Disqualification of Directors for the financial year
ended March 31, 2026, obtained from M/s. Lakshmmi Subramanian & Associates, Practising
Company Secretaries, forms an integral part of this report.
d. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of the SEBI Listing Regulations, forms an integral part of this
report.
e. Certificate by WTD and CFO:
Mr Muhemmed Swadique, Whole-Time Director and Mr George Chirapparamnil Chacko, Chief
Financial Officer, have submitted the certificate, in terms of Regulation 17(8) read with
Part B of Schedule II of the SEBI Listing Regulations, to the Board. The certificate forms
an integral part of this report.
f. Code of Conduct for Board of Directors and Senior Management:
The Company has formulated a Code of Conduct for the Board of Directors and Senior
Management and has complied with all the requirements mentioned in the aforesaid code. A
declaration to this effect has been signed by Dr Adv. A. Samsudeen, Chairman of the
Company and forms part of this Annual Report.
g. Related Party Transactions:
All related party transactions during the FY 2025-26 were in the ordinary course of
business and at arm's length basis. There are no materially significant related party
transactions during the year, which, in the opinion of the Board, may have potential
conflicts with the larger interests of the Company. The Audit Committee has reviewed on a
quarterly basis the related party transactions of the Company and the particulars of
contracts or arrangements or transactions with related parties during the FY 2025-26, as
referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, which forms
an integral part of this report.
AUDIT AND AUDITORS:
a. Statutory Auditor & Audit Report
The Members of the Company, in its 31st AGM held on September 7, 2022, appointed M/s.
Mahesh C Solanki & Co., Chartered Accountants (Firm Registration No. CR2052) as
Statutory Auditors of the Company, for a period of five years, to hold office from the
conclusion of the 31st AGM till the conclusion of the 36th AGM.
The report given by the Statutory Auditors, on the standalone and consolidated
financial statements of the Company for the financial year ended March 31, 2026 forms part
of this Annual Report. The comments on the statement of accounts referred to in the Audit
Report are self-explanatory. The Audit Report does not contain any qualification,
reservation, or adverse remark.
b. Secretarial Auditor and its Report
Secretarial Audit Report of Abate AS Industries Limited
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015,the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing
Company Secretaries, as Secretarial Auditors of the Company for the period of five year,
to hold office from the conclusion of the 34th AGM till the conclusion of the 39th AGM.
The report given by the Secretarial Auditors for the financial year ended March 31,
2026 forms part of this Annual Report. The Secretarial Audit Report does not contain any
qualification, reservation, or adverse remark.
Secretarial Audit Report of Salamath Import And Exports Private Limited and
Prudential Management Service Private Limited
Pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Audit applies to
our two material subsidiaries, i.e. Salamath Import and Exports Private Limited &
Prudential Management Services Private Limited.
Accordingly, Mrs. Manjula Poddar, Practicing Company Secretary, was appointed as
Secretarial Auditor to undertake the Secretarial Audit of the material Subsidiaries
Company for the financial year 2025-26. The Secretarial Audit Report for the said year of
material Subsidiaries SALAMATH IMPORT AND EXPORTS PRIVATE LIMITED and PRUDENTIAL
MANAGEMENT SERVICE PRIVATE LIMITED is annexed to this Report. The Secretarial Audit Report
does not contain any qualification, reservation, or adverse remark.
c. Cost Audit and Cost Records:
Maintenance of cost records and requirement of Cost Audit as prescribed under Section
148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not
applicable to the business activities carried out by your Company.
d. Reporting of fraud by Auditors
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported, to the Audit Committee, any instances of fraud committed against the Company
by its officers or employees, under Section 143(12) of the Act. Therefore, no detail is
required to be disclosed under Section 134(3) (ca) of the Act.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of
limits pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial personnel) Rules 2014.
The disclosures prescribed under Section 197(12) of the Companies Act, 2013, read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are disclosed in the Annexure, and form part of this Annual Report.
The Statement showing the remuneration drawn by the top ten employees for the Financial
Year 2025-26: The Company does not have any employee:
?€? who has received remuneration during the financial year, which in aggregate
exceeds ' 1.02 Cr.
?€? who was employed for the part of the year and was in receipt of remuneration
for any part of that year exceeding '8.50 Lakhs per month.
?€? who received remuneration in excess of that drawn by the Managing Director
or Whole-time Director or Manager and held by himself or along with his spouse and
dependent children, not less than two per cent of the equity shares of the Company.
It is hereby affirmed that the remuneration to the employees is as per the remuneration
policy of the Company.
ACKNOWLEDGEMENTS:
Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
shareholders, suppliers, business partners/associates during the year under review. Your
Directors also wish to place on record their deep sense of appreciation for the services
committed by the management team and other employees of the Company.
CAUTIONARY STATEMENT:
All statements that address expectations or projections about the future, including,
but not limited to statements about the Company's strategy for growth, product
development, market position, expenditures and financial results are forward- looking
statements. Forward looking statements are based on certain assumptions and expectations
of future events. The Company cannot guarantee that these assumptions and expectations are
accurate or will be realized. The Company's actual results, performance or achievements
could thus differ materially from those projected in any such forward looking statements.
The Company assumes no responsibility to publicly amend, modify or revise any
forward-looking statements, on the basis of any subsequent developments, information or
events.
| Date: 13-08-2026 |
By order of the Board of Directors |
| Place: Perinthalmanna |
For Abate AS Industries Limited |
|
(Formerly Known as Trijal Industries Limited) |
|
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|
Dr. Adv. A. Samsudeen |
|
(DIN: 01812828) |
|
Chairman & Non-Executive Director |
