Rossell India Limited has scheduled its 32nd Annual General Meeting (AGM) for Tuesday, August 25, 2026, to be conducted via Video Conference or Other Audio-Visual Means (VC/OAVM). The meeting aims to transact ordinary business, including the adoption of audited financial statements for FY26 and the declaration of a dividend of ₹ 0.40 per equity share of ₹ 2 each. This payout represents a direct return to shareholders following a financial year where total income rose to ₹ 23,099.49 lakhs from ₹ 18,551.65 lakhs in FY25. The notice was published in Aajkal, Kolkata Bengali edition, on July 29, 2026, confirming that dispatch of notices was completed on July 27, 2026.

The AGM notice, issued pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, outlines several special business items critical to the company’s governance structure. Shareholders will vote on the fixation of overall maximum remuneration for managerial personnel, superseding limits under Section 197 of the Companies Act, 2013. Additionally, the meeting will address the reappointment of Harsh Mohan Gupta as Executive Chairman and Managing Director, and Samara Gupta as Whole Time Director, alongside the new appointment of Digant Mahesh Parikh.

Key Board Appointments and Reappointments

The most significant structural change involves the elevation of Digant Mahesh Parikh from Senior Vice-President (Finance) to the Board. Members are asked to approve his appointment as a Director liable to retire by rotation, effective August 26, 2026, and subsequently as a Whole Time Director for a three-year term ending July 31, 2029. Mr. Parikh, who joined the company in November 2011, will oversee financial management and treasury activities. His proposed salary is set at ₹ 4,00,000 per month, with allowances capped at 50% of his salary.

Harsh Mohan Gupta, who has led the company since its inception in 1994, seeks reappointment as Executive Chairman and Managing Director for a three-year term from April 1, 2027, to March 31, 2030. Notably, shareholders must grant consent for him to hold office despite having attained the age of 70 years. His remuneration package includes a monthly salary of ₹ 11,00,000 and commission up to 10% of net profits. Samara Gupta, currently a Whole Time Director, is up for reappointment for a similar three-year term starting February 9, 2027, with a base salary of ₹ 5,00,000 per month.

Financial Performance and Auditor Ratification

The company’s financial trajectory shows growth in top-line revenue, though profitability metrics require scrutiny. While total income increased significantly, profit before taxation declined to ₹ 1,750.06 lakhs in FY26 compared to ₹ 2,108.41 lakhs in FY25. Finance costs rose sharply to ₹ 679.06 lakhs from ₹ 381.64 lakhs in the prior year, impacting the bottom line. The Board attributes this variance to the seasonal nature of the tea business and broader economic factors.

Shareholders will also ratify the remuneration of M/s Shome & Banerjee, Cost Accountants, appointed as Cost Auditors for the tea product segment for FY27. Their fee is fixed at ₹ 1,70,000 plus applicable taxes and out-of-pocket expenses. The Register of Members will remain closed from August 19, 2026, to August 25, 2026, to determine dividend entitlements. Remote e-voting will be open from August 21, 2026, at 9:00 AM IST to August 24, 2026, at 5:00 PM IST.

What the Numbers Show

The divergence between rising revenue and declining pre-tax profit highlights increasing operational leverage costs. With finance costs nearly doubling year-on-year, the company’s net interest burden is eroding operating gains. The proposed remuneration structures for leadership remain tied to performance incentives, such as commission on net profits for the Chairman, aligning executive compensation with the challenge of restoring margin stability amidst higher borrowing costs.

Rossell India Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-2026 with BSE Limited and the National Stock Exchange of India Ltd, dated 27th July, 2026. The report has been submitted in compliance with Regulation 34(2)(f) read with Regulation 3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended vide SEBI notification No. SEBI/LAD-NRO/GN/2021/22 dated 5th May, 2021. The disclosures are made on a standalone basis, with the company reporting no holding, subsidiary, or associate company as on the date of the report.

Company Overview and Financial Profile

Incorporated in 1994 and headquartered at Jindal Towers, Kolkata, Rossell India Limited operates primarily in the cultivation, manufacture, and sale of tea. The company's paid-up capital stands at INR 7,53,92,950. Tea-related activities account for 99.82% of total turnover, with exports constituting 25.09% of total turnover across six international markets. The company operates nine locations nationally — seven plants and two offices — all within India, with no international operations.

Workforce and Employee Well-Being

As at the end of FY 2025-2026, Rossell India Limited employs a total workforce of 595 employees and 12,965 workers. Women constitute 9% of total employees and 58% of total workers. The Board of Directors comprises 6 members, of whom 2 (33%) are female, while Key Management Personnel includes 3 individuals, of whom 1 (33%) is female. All permanent employees and workers are members of recognized unions, and 100% are covered under Provident Fund and Gratuity schemes.

Well-being expenditure as a percentage of total revenue stood at 4.31% in FY 2025-2026, compared to 4.34% in FY 2024-2025. All permanent employees and workers receive 100% health insurance coverage through estate hospitals. The return-to-work and retention rates for female employees and workers who took parental leave were both 100% in FY 2025-2026.

Energy Consumption and Environmental Performance

Rossell India Limited reported total energy consumption of 192,625 GJ in FY 2025-2026, compared to 136,301 GJ in FY 2024-2025. Renewable energy consumption rose significantly to 3,257 GJ from 1,086 GJ in the prior year, reflecting the company's ongoing solar power installations. The company invested ₹ 258.70 lakhs in solar power plants at Dikom TE and Dhoedaam TE during FY 2025-2026, representing 19.93% of total capex.

Total Scope 1 emissions were 11,266 metric tonnes of CO₂ equivalent in FY 2025-2026, up from 8,142 metric tonnes in FY 2024-2025. Scope 2 emissions stood at 6,051 metric tonnes of CO₂ equivalent, compared to 2,822 metric tonnes in the prior year. Total water withdrawal increased to 15,768 kilolitres in FY 2025-2026 from 12,085 kilolitres in FY 2024-2025, sourced primarily from groundwater (15,693 kilolitres). Total waste generated was 4.10 metric tonnes in FY 2025-2026, of which all 4.10 metric tonnes were recovered through recycling.

Governance, Policies, and Compliance

The company's policies cover all nine principles of the National Guidelines on Responsible Business Conduct (NGRBC), including Transparency & Accountability, Product Responsibility, Employee Development, Stakeholder Engagement, Human Rights, Environment, Public Advocacy, Inclusive Growth, and Customer Value. All policies mandated by law have received formal Board approval. Rossell India Limited adheres to internationally recognized certifications including Rainforest Alliance, Trustea, FSSC 22000, and FSSAI. External audits are conducted by Indocert for Rainforest Alliance and Trustea certifications, and by BSI for FSSC 22000.

No fines, penalties, or disciplinary actions were recorded against the company, its directors, or Key Managerial Personnel during FY 2025-2026. Shareholder complaints filed during FY 2025-2026 stood at 3, all of which were resolved with nil pending at year-end, compared to 8 complaints filed in FY 2024-2025, also fully resolved. The company is affiliated with five trade and industry chambers at the national level, including the Indian Tea Association, Tea Research Association, Calcutta Tea Traders' Association, FIEO, and the Guwahati Tea Auction Committee.

Material ESG Issues and Sustainability Initiatives

The BRSR identifies four material responsible business conduct issues — Water Management, Training & Skill Development, Climate Change, and Occupational Health & Safety — with the first two classified as opportunities and the latter two as risks. To address climate-related risks, the company has adopted Regen Agri projects for soil rejuvenation, initiated Biochar production for soil improvement, and implemented structured drainage systems during heavy rainfall. The company's Research & Development expenditure included a membership subscription to the Tea Research Association amounting to ₹ 19.09 lakhs for FY 2025-2026, compared to ₹ 19.01 lakhs for FY 2024-2025.

In FY 2025-2026, 69% of permanent workers received health and safety training, and 44% received skill upgradation training. Human rights training coverage reached 63% of total workers and 78% of total employees. All plants and offices were assessed at 100% for health and safety practices, working conditions, child labour, forced labour, sexual harassment, discrimination, and wages. No complaints related to working conditions, health and safety, sexual harassment, child labour, forced labour, wages, or human rights were filed during FY 2025-2026. The company reported 100% of wages paid to persons employed in rural locations in both FY 2025-2026 and FY 2024-2025, reflecting its plantation-based operational footprint.