Rossell India has announced its audited financial results for the fourth quarter and financial year ended March 31, 2026. The Board of Directors, at its meeting held on May 21, 2026, approved the results and recommended a dividend for the fiscal year.

Financial Performance

For the financial year ended March 31, 2026, the company reported a total income of Rs 2,309.90 lakh, compared to Rs 1,855.20 lakh in the previous year. The profit for the period stood at Rs 1,586 lakh, a decrease from Rs 1,969 lakh in FY25. Basic earnings per share (EPS) for the year were recorded at Rs 4.21, down from Rs 5.22 in the prior year.

The fourth quarter of FY26 saw a total income of Rs 1,693 lakh, while the company reported a loss for the period of Rs 2,379 lakh. The statutory auditors expressed an unmodified opinion on the audited financial results.

Dividend Declaration

The Board of Directors has recommended a dividend of Re 0.40 per fully paid-up Equity Share of Rs 2 each (20% on the paid-up Share Capital) for the financial year 2025-26. This dividend is subject to the approval of shareholders at the 32nd Annual General Meeting scheduled for August 25, 2026.

The Record Date for determining the entitlement of shareholders has been fixed as August 18, 2026. The Register of Members and Share Transfer Books will be closed from August 19, 2026, to August 25, 2026.

Board Changes

The board meeting also addressed key changes in the company's directorship. Mr. Nirmal Kumar Khurana, Whole time Director, will retire upon the conclusion of the upcoming Annual General Meeting due to superannuation. Consequently, the board approved the appointment of Mr. Digant Mahesh Parikh as a Director and Whole time Director for a period of three years commencing August 26, 2026, subject to shareholder approval.

Rossell India has intimated its stakeholders regarding the merger of its Registrar and Share Transfer Agent, CB Management Services Private Limited, with MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited), effective from 8 May 2026. The development was communicated to the company by Amit Kumar Banerjee, Branch Head at MUFG Intime India Private Limited, via correspondence dated 12 May 2026.

Regulatory Approval and Merger Structure

The merger was executed as a Scheme of Merger by Absorption under Section 233 of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016. The Regional Director (Western Region), Mumbai, confirmed the order via Form No. CAA.12 dated 24 April 2026. The key structural parameters of the merger are outlined below:

CB Management Services Private Limited (CIN: U74140MH1994PTC429689) was incorporated on 20 April 1994 and was engaged in share registration, registrar-to-issue, and share transfer agent services. MUFG Intime India Private Limited (CIN: U67190MH1999PTC118368), incorporated on 16 February 1999, is engaged in the business of registrars and share transfer agents, depository participants, and financial and management consultancy services. The Transferor Company was a wholly-owned subsidiary of the Transferee Company, with the Transferee Company holding 100% of the paid-up share capital of the Transferor Company.

Rationale for the Merger

The merger was undertaken to achieve inter alia economies of scale and efficiency, and to reduce the multiplicity of costs. The key stated benefits of the consolidation include:

• Greater integration and enhanced financial strength and flexibility for the Transferee entity, aimed at maximising overall shareholder value
• Greater efficiency in cash management and unhindered access to cash flows generated by the combined business
• Improved organisational capability arising from the pooling of human capital with diverse skills, talent, and experience
• Cost savings expected from more focused operational efforts, rationalisation, standardisation, and simplification of business processes, and elimination of duplication
• Achieving economies of scale
• Greater ability of the Transferee Company to raise financial resources, either as equity or debt, based on the combined financials

The scheme also confirmed that there is no adverse impact on the Directors, Key Managerial Personnel, promoters, non-promoters, shareholders, creditors, vendors, or employees of either company.

Share Capital and Continuity of Service

Upon the scheme becoming effective, all issued, subscribed, and paid-up share capital of CB Management Services Private Limited, held entirely by MUFG Intime India Private Limited along with its nominees, stood cancelled. As the scheme was between a wholly-owned subsidiary and its holding company, no new equity shares were issued pursuant to the merger. The authorised share capital of the Transferor Company was combined with that of the Transferee Company without any further act or instrument.

MUFG Intime India Private Limited confirmed to Rossell India that the CB Management team currently servicing the company will continue to remain the same post-merger. The company also indicated it would be in touch regarding any procedural requirements or changes necessary in view of the merger, and that a public notice (press notification) on the subject would be issued shortly.

MUFG Intime India Private Limited is a part of MUFG Corporate Markets, a division of MUFG Pension & Market Services, and operates from Rasoi Court, 5th Floor, 20 Sir R N Mukherjee Road, Kolkata 700001.