43rd Annual Report

THAKRAL SERVICES (INDIA) LIMITED FORTY THIRD ANNUAL REPORT 2025-26 THAKRALS ERVICES( INDIA) LIMITED 4 3rd An nu al Repo rt – F Y2 025 -26 01. COMPANY INFORMATION : 2 02. NOTICE : 3 03. DIRECTORS’ REPORT : 16 04. AUDITORS’ REPORT : 27 05. BALANCE SHEET : 39 06. PROFIT AND LOSS ACCOUNT : 40 07. CASH FLOW STATEMENT : 41 08. NOTES : 43 1 | Page THAKRALS ERVICES( INDIA) LIMITED 4 3rd An nu al Repo rt – F Y2 025 -26 COMPANY INFORMATION CIN: L70101KA1983PLC005140 Board of Directors: Mrs.Nirmala Sridhar - Managing Director Mr. Bikramjit Singh Thakral - Non-Executive Director Mr. C D P Rajendran - Non-Executive Director Mr. Kanwaljeet Singh Bawa - Non-Executive Director Mr. Murali Krishna Annapragada - Independent Director Mr. Yanni Venkatesh Setty - Independent Director Chief Financial Officer: C o mp any S ecr et ar y : Mr . S G opalakrishnan Mr. Ramesh Chandra Bhavuk Statutory Auditors: Secretarial Auditor: M/s. K S Rao & Co. M/s. Somy Jacob and Associates, Chartered Accountants, Bengaluru Practising Company Secretaries, Bengaluru Registered Office : Thakral Group, 1st Floor, Shree Rajarajeshwari Arcade, Outer Ring Road, Near Courtyard Marriot Hotel, Opp. Lumbini Garden, Veerannapalya Flyover, Bengaluru – 560045 | Phone: 080-68232100 Registrars & Share Transfer Agents: Integrated Registry Managemen t Services Private Limited CIN No: U74900TN2015PTC101466 No.30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bengaluru – 560003 Emaili:rg @integr atedindia.in Tel: +91-80-23460815-818 | Fax: +91-80-23460819 Depositories: National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL). Shares Listed at: BSE Limited. 2 | Page THAKRALS ERVICES( INDIA) LIMITED 4 3rd An nu al Repo rt – F Y2 025 -26 NOTICE NOTICE is herebyF ORgTiY vTHeIRnD t(RD)4h 3atAn ntuhale General Meeting (AGM) of the Members oTfH AKRAL SERVICES (INDIA) L IMwITiEDll MbOeN DAhY,e ltdhe s t2oda1yn of September 2026 at 11.30 A.tMh.r o(uISTg)h Video Conferencing (VC)/Other Audio-Visual Means (OAVM), to transact the following business: ORDINARY BUSINESS: Item No: 1Ad-option of Audited Financial Statements, Reports of the Board of Directors and Auditors to receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March 2026 and the Reports of the Board of Directors and Auditors thereon, and to pass the following resolution as an Ordinary Resolution: “RESOLVED THA T the Audited Financial Statements of the Company for the financial year ended 31st March 2026 including the Audited Balance Sheet as of 31st March 2026, the Statement of Profit & Loss and the Cash Flow Statement for the year ended on that date, the Reports of Directors and Auditors thereon, as circulated to the Shareholders and now submitted to this Meeting be and are hereby approved and adopted.” Item No: 2Re--appointment of Director retiring by rotation: To appoint a Director in place of Mr. Kanwaljeet Singh Bawa (DIN:00234162) who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment and to pass the following resolution as an Ordinary Resolution: “RESOLVED THA T Mr. Kanwaljeet Singh Bawa (DIN:00234162) who retires by rotation in terms of Section 152 (6) of Companies Act, 2013 and being eligible, has offered himself for re-appointment, be and is hereby reappointed as a Director of the Company, whose period of office shall be liable to determination by retirement of directors by rotation.” Item No: 3Re--appointment of Director retiring by rotation: To appoint a Director in place of Mr. Chennotha Divakara Prabhu Rajendran (DIN: 00309685) who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment and to pass the following resolution as an Ordinary Resolution: “RESOLVED THA T Mr. Chennotha Divakara Prabhu Rajendran (DIN:00309685) who retires by rotation in terms of Section 152 (6) of Companies Act, 2013 and being eligible, has offered himself for re- appointment, be and is hereby reappointed as a Director of the Company, whose period of office shall be liable to determination by retirement of directors by rotation.” SPECIAL BUSINESS: Item No To4 .r e-- appoint Mrs. Nirmala Sridhar (DIN:07076059) as Managing Director and in this regard to consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THA T in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force), approval of the Company be and is hereby accorded to the appointment of Mrs. Nirmala Sridhar (DIN:07076059) as Managing Director of the Company, for a period 3 | Page THAKRALS ERVICES( INDIA) LIMITED 4 3rd An nu al Repo rt – F Y2 025 -26 of one year with effect from 01.10.2026 to 30.09.2027 on the terms and conditions including remuneration which is given below: i) REMUNERATION AND PERQUI SITES: a) Basic Salary : Rs.96,200/- (Monthly) b) Others : Rs.94,140/- (Monthly) which includes Petrol, Driver & Car Reimbursement. Retirement Benefits: Gratuity and Encashment of Leave as per applicable rules from time to time and as per Company Policy. ii) OTHER TERMS AND CONDITIONS: a. The Managing Director shall NOT be liable to retire by rotation. b. The aforesaid remuneration shall be paid to the Managing Director with effect from 01.10.2026. c. The Managing Director shall not be entitled to sitting fees for attending the meeting of the Board of Directors or any committee thereof. d. She shall ipso facto cease to be the Managing Director, if she ceases to hold the office of Director. e. The service is terminable with three months’ notice on either side. iii) Payment of minimum remuneration in the event of loss or inadequacy of profits: RESOLVED FURTHER TH ATin the event of loss or inadequacy of profits, the aforesaid remuneration shall be the minimum remuneration payable to Mrs. Nirmala Sridhar (DIN:07076059). The gratuity payable and encashment of leave at the end of the tenure shall not be included in the computation of ceiling for the aforesaid minimum remuneration. RESOLVED FURTHER TH ATthe Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include Nomination and Remuneration Committee of the Board) of the Company be and is hereby authorized to alter or vary the terms and conditions of the said appointment including relating to remuneration, as it may at its discretion, deem fit from time to time so as not to exceed the limits specified in Schedule V of the Companies Act, 2013, (including any statutory modification(s) or re-enactment thereof for the time being in force) or any amendment made thereto.” BY ORDER OF THE BOARD OF DI RE CT OR S MANAGING DIRECTOR Regd. Office I Floor, Shree Rajar ajeshwari Arcade, Outer Ring Road, Opp. Lumbini Garden, Veerannapalya flyover, Bengaluru – 560045 Place: Bengaluru Date: 14/08/2026 4 | Page THAKRALS ERVICES( INDIA) LIMITED 4 3rd An nu al Repo rt – F Y2 025 -26 EXPLANATORY STATEMENT The Explanatory Statement pursuant to section 102(1) of the Companies Act,2013 (the Act) with respect to item no.4 of the notice is annexed hereto and forms part of this notice. : IMPORTANT NOTES: 1. This AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. 2. The Register of members and the share t1r5t han s f er books of the company will remain closed from September, 2026 to 21st (Sebpottemberh, d2ay0s2 6inclu [Showing first 8,000 characters — download PDF for full document]