To
The Shareholders,
Your Directors have pleasure in presenting their Thirty Fourth Annual Report of your
Company, together with the Audited Financial Statements for the year ended 31st
March 2026.
FINANCIAL RESULTS
Your Company's performance during the year as compared with that during the previous
year is summarized below:
| Particulars |
2025-26 |
2024-25 |
| Manufacturing Sales |
86,592 |
83,842 |
| Add: Other Income |
178 |
239 |
| Total Income |
86,770 |
84,081 |
| Less: |
|
|
| (i) Materials & Manufacturing Expenses |
56,631 |
54,144 |
| (ii) Value Addition Cost |
22,788 |
21,532 |
| Profit before Depreciation, Amortization |
7,351 |
8,405 |
| Less: Depreciation & Amortization Expenses |
5,700 |
5,154 |
| Profit before Tax |
1,651 |
3,251 |
OPERATIONS
Your Company's Revenues for the year stood at ' 86,592 Lakhs as against ' 83,842 Lakhs
for previous year despite of ongoing Global geo-political tensions, escalating trade
tariffs, war-related uncertainties and slower penetration of BLDC Ceiling Fans. Operating
Profit before Depreciation & Amortization amounted to ' 7,351 Lakhs as against ' 8,405
Lakhs for previous year. Profit before Tax amounted to ' 1,651 Lakhs as against ' 3,251
Lakhs for previous year.
DIVIDEND
The Board, after considering holistically the relevant circumstances and keeping in
view of the Company's Dividend distribution policy, has decided to recommend ' 1.30/- per
share on Face Value ' 10/- each dividend for the year under review.
Your Company had adopted the Dividend Distribution Policy and the same was hosted on
the website of the Company at: http://www.igarashimotors.com/uploads/investor/
pdf/14788383387IMIL-Dividend Distribution Policy.pdf
TRANSFER OF UNPAID & UNCLAIMED DIVIDEND AND UNCLAIMED SHARES TO IEPF
As per the provisions of the Companies Act, 2013 read with Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ('IEPF Rules') all
unclaimed dividends are required to be transferred by the Company to the IEPF after
completion of 7 years. Further according to IEPF Rules, the shares on which dividend has
not been claimed by the Shareholders for seven consecutive years or more shall be
transferred to the demat account of IEPF Authority. The details relating to amount of
dividend FY 2017-18 transferred to IEPF and such shares on which dividends were un-claimed
for seven consecutive years are available on the website of the Company at
http://www.igarashimotors.com/investor-list. php?invescatid=22
RESERVES
The Reserves at the end of the year March 31, 2026 is at ' 43,515 Lakhs as against the
Total Reserves of ' 43,408 Lakhs as at March 31, 2025.
Your Company does not propose to transfer any amount to the general reserve.
MATERIAL CHANGES
No material changes or commitments have occurred between the end of the Financial Year
and the date of this Report which affect the financial statements of the Company in
respect of the reporting year.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
Your Company has no Subsidiary/ Associate / Joint Venture Companies as on March 31,
2026. Report under Form AOC-1 is annexed to this report.
DEPOSITS
During the year under review, your Company has not invited or accepted any deposit
within the meaning of provisions of Chapter V of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2026.
PAID-UP SHARE CAPITAL
Your Company's Paid-up equity share capital is ' 3,147.50 Lakhs as on March 31, 2026.
DIRECTORS
During the year under report, the members of your Company in 33rd Annual
General Meeting confirmed the re-appointment of Mr. Hemant M Nerurkar, [DIN 00265887], as
Director who was liable for retire by rotation.
INDEPENDENT DIRECTORS
The Independent Directors viz. Mr. L Ramkumar (DIN 00090089) Mrs. S M Vinodhini (DIN
:08719578) have given declarations that they meet the criteria of independence as laid
down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and there has been no
change in the circumstances which may affect their status as Independent Director during
the year.
SECOND TERM OF INDEPENDENT DIRECTORS
Your Company had re-appointed Mr. L. Ramkumar (DIN: 00090089) as an Independent
Director for a term of five years with effect from July 30, 2025. As him first term was
set to expire on July 29, 2025, the Board of Directors, based on the recommendation of the
Nomination and Remuneration Committee and after evaluating him performance and fulfilment
of the criteria for independence, recommended him re-appointment for a second term of five
consecutive years commencing from July 30, 2025. The members approved his re-appointment
at 33rd AGM.
The details of familiarization programmes to Independent Directors is put up on the
website of the Company at the link: http://www.igarashimotors.com/investor-list.
php?invescatid=23
RETIREMENT BY ROTATION:
In accordance with the provisions of the Companies Act, 2013, Mr. Haruo Igarashi, [DIN
08587832], is liable to retire by rotation at the forthcoming 34th Annual
General Meeting and, being eligible, has offered himself for re-appointment. The brief
profile and other relevant details of Mr. Haruo Igarashi, as required under the SEBI
Listing Regulations, are provided in the Notice convening the 34th Annual
General Meeting of the Company.
EVALUATION OF THE BOARD'S PERFORMANCE
In compliance with the provisions of the Companies Act, 2013 and Regulation 25 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
implemented a structured and comprehensive Policy for the evaluation of the performance of
Independent Directors, the Board as a whole, its Committees, and individual Directors,
including both Executive and Non-Executive Directors.
For the FY 2025-26, the Board carried out an annual performance evaluation covering
various aspects such as the overall effectiveness of the Board, individual contributions
of Directors, and the functioning of its key Committees namely, the Audit Committee,
Nomination and Remuneration Committee, Stakeholders Relationship Committee, and the Risk
Management & ESG Committee.
The evaluation process included a detailed questionnaire completed by each Director,
covering criteria such as the Board's composition, the discharge of duties and
responsibilities, quality and timeliness of information flow, and the effectiveness of
deliberations during meetings. Further, individual performance assessments were conducted
through one-on-one discussions between each Director and the Chairman of the Board.
Directors were also encouraged to provide feedback and suggestions to enhance the overall
effectiveness and governance practices of the Board and its Committees.
NUMBER OF MEETINGS OF THE BOARD
During the year five Board Meetings were held on May 22, 2025, August 07, 2025,
September 29, 2025, November 06, 2025, and February 11, 2026. The particulars of
Directors, their attendance during the FY 2025-26 has been disclosed in the Integrated
Governance Report forming part of this Annual Report.
For details of the Committees of the Board, please refer to the Corporate Governance
Report.
AUDIT COMMITTEE
Your Company has an Audit Committee pursuant to the requirements of the Act read with
Rules framed thereunder and SEBI (LODR) Regulations, 2015. The details are relating to the
same are given in the report on Corporate Governance forming part of this Report. During
FY 2025-26, the recommendations of Audit Committee were duly accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In compliance of Section 134 (5) of the Companies Act, 2013 your directors, on the
basis of information made available to them, confirm the following:
a) In the preparation of the annual accounts for the financial year ended March 31,
2026, the applicable Accounting Standards have been followed with explanation relating to
material departures, if any;
b) They have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give 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 that period;
c) Proper care has been taken for maintenance of adequate accounting for safe guarding
the assets of the Company and detecting fraud and other irregularities;
d) They have laid down Internal Financial Controls to be followed by the Company and
the Audit Committee of the Board of Directors shall ensure that the internal control is
adequate and robust;
e) The annual accounts are prepared on a going concern basis;
f) They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DEMATERIALIZATION OF SHARES
As of March 31, 2026, 99.75% of the Company's paid-up Equity Share Capital exists in
dematerialized form, with the remaining 0.25% in physical form. Your Company has issued
three reminders to all relevant shareholders, urging them to convert their physical shares
into dematerialized form.
The Company's Registrars are Cameo Corporate Services Limited, No.1, Subramanian
Building, Club House Road, Chennai 600002.
CREDIT RATING
During the year under view, CARE re-affirmed credit ratings of CARE A+ for long term
debt and CARE A1+ for short term debt.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The information required to be furnished pursuant to Section 134(3) (m) of the
Companies Act, 2013, is appended hereto and forms part of this Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of expenditure and earnings in foreign currency are given as an annexure to
this Report.
PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company covered under Section 186 of the
Companies Act, 2013, form part of the notes to the financial statements provided in this
report.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were in ordinary course of
business and on arm's length basis.
Your Company had taken shareholders' approval for material related party transactions
with Igarashi Electric Works Limited, Japan [IEWL] ('Promoter & Subsidiary of Ultimate
Holding Company') at the 33rd AGM held on August 08, 2025.
In view of above, the Audit Committee and Board recommend continuing material related
party transactions with IEWL during the period from 34th AGM to 35th
AGM for approval of shareholders as set out in the Notice of 34th AGM.
Your Company's Policy on Related Party Transactions which can be accessed through
weblink :
https://www. igarashimotors.com/investor-list. php?invescatid=18
Your Company presents a statement of all related party transactions before the Audit
Committee. Details of such transactions are given in the accompanying financial
statements. Disclosure of Related Party transaction (include details of the transactions
with promoter/promoter group is annexed with the report as per the format prescribed).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
Your Company adopted Policy on Prevention, Prohibition and Redressal of Sexual
Harassment and Non-discrimination at Work Place in line with the requirements of the
Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. A copy of Policy is made available on the Company's website.
All employees (permanent, contractual, temporary, trainees) are covered under this
policy. Your Company had arranged external expert consultant trainings on Compliance of
Policy to all the employees and service providers. Your Company also launched awareness
campaigns on said Policy.
An Internal Complaints Committee (ICC) was set up to redress complaints received
regarding sexual harassment and discrimination at work place.
During the year ended March 31, 2026, The number of sexual harassment complaints
received - 1
The number of such complaints disposed - 1
The number of cases pending for a period exceeding ninety days - Nil
STATEMENT ON MATERITY BENEFIT COMPLIANCE
Your Company is in compliance with the provisions of the Maternity Benefit Act, 1961
with the letter and spirit.
KEY MANAGERIAL PERSONNEL
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the
Company are Mr. R Chandrasekaran (DIN: 00012643), Managing
Director, Mr. S Vivekchandranath, Chief Financial Officer and Mr. P Dinakara Babu,
Company Secretary (ICSI Membership No. A14812).
During the year, there are no changes in the Key Managerial Personnel.
AUDITORS
M/s. B S R & Co LLP, Chartered Accountants (Firm Registration No.
101248W/W-100022), were appointed by the Shareholders at the 30th Annual
General Meeting held on August 10, 2022 as Statutory Auditors for a term of five
consecutive years (FY2022-23 to FY2026-27) to hold office until conclusion of 35th
Annual General Meeting. The appointment is however, subject to ratification by members at
every Annual General Meeting in accordance with Section 139 of the Companies Act, 2013
read with applicable rules made thereunder.
Pursuant to the amendment to Section 139 of the Companies Act, 2013 effective from May
07, 2018, ratification by shareholders every year for the appointment of Statutory
Auditors is no longer required and accordingly, the Notice of ensuing 34th
Annual General Meeting does not include the proposal for seeking shareholders' approval
for ratification of Statutory Auditors appointment.
M/s. B S R & Co LLP, Chartered Accountants, has furnished a certificate of their
eligibility and consent under section 139 and 141 of the Companies Act, 2013 and the
Companies (Audit and Auditors) Rules 2014 for their continuance as the Auditors of the
company for the financial year 2026-27. In terms of the Listing Regulations, the Auditors
have confirmed that they hold a valid certificate issued by the Peer Review Board of the
ICAI.
AUDITOR'S REPORT
No qualification, adverse remarks or disclaimer made by the Statutory Auditors with
regard to the financial statements for the FY 2025-26.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013.
There have been no instances of fraud reported by abovementioned Auditors under Section
143(12) of the Act and Rules framed thereunder either to the Company or to the Central
Government during FY 2025-26.
SECRETARIAL AUDITOR, SECRETARIAL AUDIT REPORT & OTHER CERTIFICATES
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed BP & Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No.
11033) to undertake the secretarial audit of the Company for the year ended March 31,
2026. Your Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and Annual General Meetings.
The Secretarial Audit Report is given in Annexure to this Report. The Report does not
contain any qualification, reservation or adverse remark or any disclaimer.
Pursuant to Regulation 24(A) of SEBI Listing Regulations, the Company has obtained
annual secretarial compliance report for FY 2025-26 from Mr. C Prabhakar, Partner, BP
& Associates, Company Secretaries (ICSI Membership No.: F11722; C.P No. 11033) and the
same will be submitted to the stock exchanges within the prescribed time. The Secretarial
Compliance Report also does not contain any qualification, reservation, adverse remark or
any disclaimer.
As required under SEBI (LODR) Regulations, Your Company has obtained a certificate from
the Practising Company Secretary that none of the Directors of the Board of the Company
have been debarred or disqualified from being appointed or continuing as Directors by MCA/
Statutory Authorities. The said Certificate is forming part of this Report.
In accordance with the provisions of Section 204 of the Companies Act, 2013 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors, at its meeting held on May 22, 2025, approved the
appointment of BP & Associates, Company Secretaries, having Peer Review Certificate
No. 7014/2025, as the Secretarial Auditor of the Company for a fixed term of five
financial years from FY 2025-26 to FY 2029-30 and obtained shareholders approval at 33rd
Annual General Meeting. Written consent of the Secretarial Auditors and confirmation to
the effect that they are eligible and not disqualified to be continuance as the Auditors
of the company for the financial year 2026-27. In terms of the Listing Regulations, the
Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board
of the ICSI.
COST AUDIT & COST RECORDS
Pursuant to the provisions of Section 148(3) of the Act, the Board of Directors had
appointed M/s. B Y & Associates, Cost Accountants (Firm Registration No: 003498) as
Cost Auditors of the Company, for conducting the audit of cost records of domestic unit
for the financial year ended March 31,2026.
The audit is in progress and the report will be filed with the Ministry of Corporate
Affairs within the prescribed period. The members at the 33rd Annual General
meeting held on August 08, 2025 approved ratification of remuneration of the Cost Auditors
for the FY 2025-26.
The cost records as specified by the Central Government under subsection (1) of Section
148 of the Companies Act, 2013 as required are maintained by the Company.
The Board of Directors based on the recommendation of the Audit Committee, approved the
re-appointment of M/s. B Y & Associates, Cost Accountants (Firm Registration No:
003498) as the Cost Auditors of the Company to conduct audit of the cost records of the
domestic operations of the Company for the financial year 2026-27. Accordingly, the matter
relating to the ratification of the remuneration payable to the Cost Auditors for the
financial year 2026-27 will be placed at the 34th AGM of the Company.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with section 134(3) of the Act, the
Annual Return as on March 31,2026 is available on the Company's website at http://
www.igarashimotors.com/investor-list.php?invescatid=17.
INTERNAL CONTROL SYSTEMS
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use or disposition of its assets. All the transactions are properly
authorized, recorded and reported to the Management.
Internal Audit is carried out in a programmed way and follow up actions were taken for
all audit observations. Your Company's Statutory Auditors have, in their report, confirmed
the adequacy of the internal control procedures.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In terms of Section 135 and Schedule VII of the Companies Act, 2013, the Board of
Directors of your Company has constituted a CSR Committee. The CSR Committee comprises of
four members and the Chairman of Board is heading the Committee. CSR Committee of the
Board has developed a CSR Policy. The CSR Committee met one time during the year on May
22, 2025.The details of role and functioning of the Committee are given in Annexure to
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report of the Company for year under review as
required under Regulation 17 of Listing Regulations is given as a separate Statement in
the Annual Report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy and constituted a Risk Management
Committee for monitoring the same. The Company has been addressing various risks impacting
the Company which is provided elsewhere in this Annual Report in Management Discussion and
Analysis Report.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
As required under Regulation 34 (2) (f) of Listing Regulations, the Business
Responsibility & Sustainability Report describing the initiatives taken by your
Company from an environmental, social and governance perspective, in the prescribed format
is available as a separate section of the Annual Report. Company has taken initiative to
publish BRSR report for FY 2025-26 on Mandatory Basis in view of Circular no. SEBI/
HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 issued by the Securities and Exchange Board
of India (SEBI). The said report is also available on the Company's website at
http://www.igarashimotors.com/investor-list.php?invescatid=17
REMUNERATION OF KEY MANAGERIAL PERSONNEL
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the
statement of particulars Appointment and Remuneration of Key Managerial Personnel is
forming part of this Report.
The remuneration paid to all Key Managerial Personnel was in accordance with
remuneration policy adopted by the Company.
STATEMENT ON EMPLOYEE REMUNERATION
The information required pursuant to Section 136(1) of the Companies Act, 2013, the
Report of the Board of Directors is being sent to all the shareholders of the Company
excluding statement prescribed under Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. The Statement will be sent by e-mail to the
Shareholders, if such request is mailed to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations.
HUMAN RESOURCES
Your Company has 774 number of permanent employees on the rolls of the Company as on
March 31,2026. The Board of Directors wishes to place on record their sincere appreciation
to all the employees of the Company for their dedication, commitment and loyalty to the
Company.
CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the Auditors of the
Company regarding compliance of the requirements of Corporate Governance pursuant to
Listing Regulations is annexed hereto.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has a vigil mechanism established Whistle Blower Policy, as per the
requirement of the Companies Act, 2013 and the Listing Regulations, to enable all
employees and the directors to report in good faith any violation of the Policy. The Audit
Committee of the Board oversees the functioning of Whistle Blower Policy. Your Company has
disclosed the details of Whistle Blower policy on its website:
http://www.igarashimotors.com/investor-list. php?invescatid=18.
PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of "Insider
Trading" as mandated by the SEBI and same is available on the website of the Company:
http://www.igarashimotors.com/investor-list. php?invescatid=18. Your Company's Audit
Committee monitors implementation of said Policy.
CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the
Company's website: http://www.iaarashimotors.com/investor-list. php?invescatid=18
OTHER CONFIRMATIONS
There is no application/proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year under review.
LISTING
The shares of your Company continued to be listed at National Stock Exchange of India
Limited and BSE Limited. Listing fee has already been paid for the financial year 2026-27.
34th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
As per Ministry of Corporate Affairs Circular No. No. 03/2025 dated September 22, 2025,
["MCA Circular"], regarding Pandemic and relaxations (e.g VC, no physical
report)
thereon, your Company made arrangement to conduct 34th AGM through Video
Conference / Other Audio Visual Means for which necessary information has been given
separately in Notice of 34th AGM.
Also your Company will be complying with said Circulars by sending 34th
Annual Report along with Annexures by way of e-mail to the shareholders as such no
physical copies shall be distributed. Those Shareholders whose email IDs are not
registered, have to register their email ID with Registrar & Share Transfer Agent
(RTA) of the Company.
ACKNOWLEDGEMENT
The Board would like to express its appreciation for the dedicated efforts of your
Company's employees, who have achieved commendable results despite challenging
circumstances. Additionally, we extend our heartfelt thanks to the relevant Government
Authorities, Promoters, Shareholders, Suppliers, Customers, and other valued business
associates for their unwavering support.
|
For and on behalf of the Board of Directors |
|
Hemant M Nerurkar |
| Place: Chennai |
Chairman |
| Date : May 21,2026 |
DIN: 00265887 |
