Corporate Information Director Report
Indian Toners & Developers Ltd Industry : Dyes And Pigments
BSE Code:523586NSE Symbol:Not ListedP/E(TTM):10.15
ISIN Demat:INE826B01018Div & Yield %:2.24EPS(TTM):26.4
Book Value (Rs ):214.6256582Market Cap (Rs Cr.):278.34Face Value(Rs):10
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To The Members,

Your Directors have pleasure in presenting the 36th Annual Report alongwith the Accounts for the year ended 31.03.2026.

Working Results

Rs. in Lacs

For the year ended 31.03.2026 For the year ended 31.03.2025
Revenue from Operations 16581 15299
Operating Gross Profit 4013 3914
Add/(Less): Financial Charges (17) (21)
Depreciation & Other Amortizations 526 542
Profit before tax 3470 3351
Add/ Provision for tax–
(Less) Current Year & MAT Cr. Ent. 789 889
Previous Year Tax Adjustment (5) (3)
Deferred Tax Assets (Liabilities) 47 220
Surplus Available for appropriation 2723 2244

OPERATIONS

During the Financial Year ended March 31, 2026, your Company recorded a turnover of Rs.16581 lacs as compared to Rs. 15299 lacs during the previous Financial Year ended March 31, 2025. Out of this 16% of revenue was from Exports and rest from Domestic Sales. The revenue from operations was higher by Rs.1282 lacs and the operating gross profit was higher by Rs.99 lacs for the year ended March 31, 2026 as compared to the previous year ended March 31, 2025.

The profit after tax of your Company for the Financial Year ended March 31, 2026 stood at Rs.2723 lacs as against the profit after tax of Rs.2244 lacs for the Financial Year ended March 31, 2025 which was higher by Rs.479 lacs than the last year.

ANNUAL PERFORMANCE REPORT – SALES AND FINANCIAL OVERVIEW

During the financial year under review, the company's total income from operations increased by approximately 8.38% compared to the previous year. This up in revenue is reflected in the financial performance, with Profit Before Tax (PBT) increased by around 3.57%, and Profit After Tax (PAT) showing a more significant increase of 21.34%.

The sharper up in PAT is primarily due to a higher sales incurred during the year.

On the sales front:

• Domestic Sales grew modestly, registering a 11.32% increase in quantity and a 10.26% increase in value over the previous year.

• Export Sales, however, recorded a decrease, of -0.47% in value year-on-year.

The decline in export sales was primarily due to:

1. Adverse geopolitical conditions in certain key export markets, which disrupted trade and reduced order flows.

2. Sluggish demand in the export market

Going forward, we aim to stabilize export performance while continuing to consolidate our position in the domestic market through targeted initiatives.

GEOPOLITICAL SITUATION – (RISK MANAGEMENT)

During the financial year under review, the Company's operations, particularly in the export segment of the compatible toner business, were impacted by evolving geopolitical developments across certain key international markets. Global trade disruptions, regional conflicts, and volatility in logistics and supply chains led to moderation in demand and pricing pressures in export markets. In addition, fluctuations in foreign exchange rates and uncertainties in international trade policies contributed to a cautious business environment, thereby affecting export volumes and overall profitability.

In response, the Company has adopted a proactive risk management approach by diversifying its export markets, strengthening its domestic presence, optimizing supply chain arrangements, and focusing on cost efficiencies. The Company continues to closely monitor geopolitical developments and remains committed to enhancing resilience through strategic sourcing, product innovation, and market diversification. Going forward, while geopolitical uncertainties may continue to pose challenges in the short term, the Company is confident of sustaining growth through its strong domestic positioning and calibrated expansion in relatively stable international markets.

STRATEGIES AND OUTLOOK

Despite the current market dynamics, the Company remains focused on strengthening its market position and driving sustainable growth through the following key strategic initiatives:

• Domestic Market Expansion:

Continued focus on strengthening presence in the domestic market through targeted marketing initiatives and deeper distribution reach to enhance market share.

• Export Strategy Optimization:

Recalibrating export strategies to address geopolitical and demand-side challenges, while exploring new geographies to diversify export markets.

• Customer Engagement:

Enhancing customer relationships through improved service support, product reliability, and long-term engagement initiatives to drive repeat business.

• Product Innovation and Differentiation:

Ongoing efforts towards product development, including value-added and differentiated offerings, to remain competitive against imports and evolving market requirements.

• Market Diversification:

Exploring new applications and segments within the toner ecosystem to broaden the Company's business scope and reduce concentration risk.

• Regulatory Support – Anti-Dumping Duty:

The extension of anti-dumping duty on black toner in powder form for a further period of five years, as recommended by the Directorate General of Trade Remedies (DGTR) and notified by the Ministry of Finance, will provide continued protection against low-cost imports and support the domestic industry.

• Cost Optimization and Efficiency Improvement:

Sustained focus on cost rationalization, process improvements, and operational efficiencies to enhance competitiveness and maintain margins.

Overall, the Company remains cautiously optimistic about its growth prospects and is well-positioned to navigate industry challenges while capitalizing on emerging opportunities

UTILISATION OF SURPLUS FUNDS

Your company is regularly utilizing its' surplus funds for the benefit of the company and its' shareholders. In the recent years, your company has utilised its's surplus funds as under:

1) In the year 2021-22, the production capacity of your company was 3600 MT. Since 2022, your company has been installing a new line of production every year and the production capacity of your company was increased to 5400 MT in the year 2024-25.

2) In the year 2024-25, your company added land of 16760 sq. mtrs. At a cost of Rs.5.03 crores allocated to Unit 1 in Rampur.

On this newly purchased land, your company installed a solar plant of 1000 KWP at a cost of Rs.3.23 cores which was successfully completed and commissioned, an additional 320 KWP in FY 2025–26 before 31st March, 2026 aggregating to the total installed capacity is approximately 1.5 MWP, including the existing 180 KWP installation and now giving full production resulting in substantial saving of electricity expenses.

3) Your company came out with two buy back offers in the year 2021 and 2024 at an attractive price for the benefit of the shareholders of the company.

4) Your company is paying uninterrupted dividend of 30% every year since financial year 2017-18 which was increased to 35% in the financial year 2022-23, 45% in the financial year 2023-24, 2024-25 and further increased to 60% in the year 2025-26 thereafter.

All this has happened from internal generation and utilisation of cash reserves of the company without taking loan from any bank or financial institution.

The Management of your company is exploring opportunities to invest in some new projects and other activities as part of diversification plan.

DIVIDEND

The Board has declared an interim dividend of Rs. 6.00 per equity share (60% of face value of Rs. 10), which is considered as the final dividend for the Financial Year 2025–26.

SHARE CAPITAL

The paid-up equity share capital of the Company as on 31 March 2026 stood at Rs. 10,39,17,320.

SUB-DIVISION OF EQUITY SHARES – (IMPACT & REQUIREMENT)

During the year, the Board of Directors approved, subject to the approval of Members, the sub-division of equity shares of the Company from face value of Rs. 10/- per share into Rs. 2/- per share, in accordance with the provisions of Section 61 of the Companies Act, 2013 and applicable provisions of SEBI (LODR) Regulations, 2015. The objective of the sub-division is to enhance liquidity in the Company's equity shares, broaden the shareholder base, and improve affordability of the shares for retail investors, thereby encouraging wider market participation.

The sub-division does not result in any change in the aggregate amount of the issued, subscribed, and paid-up share capital of the Company. It is expected to have a positive impact on trading volumes and market accessibility of the Company's shares without affecting the underlying fundamentals or financial position of the Company. The Board believes that this step will align the Company's capital structure with market dynamics and enhance long-term shareholder value.

PUBLIC DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from the public in terms of Section 73 of the Companies Act, 2013 and the applicable rules made thereunder.

FUTURE OUTLOOK AND PLANS

The Company remains focused on sustainable growth and innovation within the toner industry. While toner usage in India continues to be relatively low compared to global markets, this presents a significant opportunity for expansion through increased market penetration and customer awareness.

The Company plans to expand its product portfolio with the introduction of color toners, enabling it to tap into emerging market demand and strengthen its position as a comprehensive solution provider in the printing segment.

Efforts are also being directed towards strengthening distribution channels and enhancing market reach through targeted marketing initiatives and strategic collaborations, with the objective of improving brand visibility and customer engagement.

The Company continues to prioritize product quality and performance through sustained investments in research and development, ensuring delivery of reliable and competitive products in line with evolving industry requirements

RESEARCH AND DEVELOPMENT ACTIVITIES

The Company continued its focus on research and development in the areas of product, process, and material improvement during the year. Sustained emphasis on R&D has enabled the development of quality products at competitive prices, supported by the Company's pilot plant facilities.

The in-house R&D unit continues to be recognized by the Department of Scientific and Industrial Research (DSIR), Ministry of Science & Technology, which further strengthens the Company's innovation capabilities.

During the year, the Company incurred R&D expenditure of Rs. 65.94 lakhs under revenue heads and Rs. 7.25 lakhs towards capital investments. The Company remains committed to ongoing R&D initiatives to support product innovation and future growth.

SUSTAINABILITY INITIATIVES

The Company remains committed to environmental sustainability and has taken significant steps to reduce its carbon footprint. During the year, solar capacity was expanded with the commissioning of 1000 KWP in FY 2024–25 and an additional 320 KW in FY 2025–26, increasing the total installed capacity to approximately 1.5 MWP, including the existing 180 KWP installation.

The Company is also planning to install an additional 500 KWP solar capacity at its Sitarganj plant, further enhancing its reliance on renewable energy and reducing conventional energy consumption.

In addition, the Company continues to comply with applicable Extended Producer Responsibility (EPR) requirements in line with Government regulations.

These initiatives reflect the Company's ongoing commitment to integrating sustainability into its operations and supporting long-term environmental objectives.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct applicable to all Directors and employees of the Company. The Company follows a policy of zero tolerance towards corruption and unethical practices, and the Code establishes clear standards of integrity and ethical behaviour in all business dealings.

The Code is available on the Company's website (www.indiantoners.com) and covers conduct in the workplace, business practices, and interactions with stakeholders.

All Directors and Senior Management personnel have confirmed compliance with the Code. The Company also conducts periodic awareness and training programmes to reinforce adherence to these standards.

EXTRACT OF ANNUAL RETURN:

Pursuant to prescribed provisions of Companies Act, 2013 and rules framed thereunder Annual Return has been hosted on the website of the company and can be viewed at www.indiantoners.com under Investor Relations Section.

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 4 times during the financial year from 01.04.2025 to 31.03.2026. The dates on which the meetings were held are as follows:

14.05.2025, 28.07.2025, 10.11.2025 and 02.02.2026

COMPOSITION OF COMMITTEES

Name of Committee Members No. of Meetings held during the year Dates of Meetings Change, if any, during the year
Audit Committee Sh. Arun Kumar Garg 4 14.05.2025, 28.07.2025, 10.11.2025, 02.02.2026 NA
Sh. Sushil Jain
Smt. Manisha Chamaria
Nomination & Remuneration Committee Sh. Sanjay Gupta 2 14.05.2025, 28.07.2025 NA
Sh. Sushil Jain
Smt. Manisha
Chamaria
Stakeholders Relationship Committee Sh. Arun Kumar 1 31.03.2026 NA
Garg
Sh. Sushil Jain
Sh. Sanjay Gupta
Share Transfer Committee Sh. Sushil Jain, 18 08.04.2025, 30.04.2025, 15.05.2025, 10.06.2025, 10.07.2025, 30.07.2025, 07.08.2025, 27.08.2025, 15.09.2025, 06.10.2025, 28.10.2025, 10.11.2025, 08.12.2025, 19.12.2025, 13.01.2026, 27.01.2026, 11.03.2026, 27.03.2026 Sh. N.K. Maheshwari has retired from the services of the company w.e.f. 26.05.2025.
Sh. N.K. Maheshwari
Sh. Surya Pratap Singh Sh. Surya Pratap Singh has joined as CFO w.e.f. 27.05.2025.
Sh. Satyendra Paroothi
Corporate Social Responsibility Committee Sh. Vishnu Pershad Mathur 1 02.02.2026 CSR Committee was constituted on 10.11.2025
Sh. Sushil Jain
Sh. Akshat Jain

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards have been followed and no material departures have been made;

b) Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made on a prudent and reasonable basis to ensure a true and fair view of the Company's financial position and performance;

c) Proper and sufficient care has been taken for maintaining 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 annual accounts have been prepared on a going concern basis;

e) Adequate internal financial controls have been laid down and are operating effectively; and

f) Proper systems have been devised to ensure compliance with all applicable laws, and such systems are adequate and operating effectively.

REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration Committee, has adopted a policy for the selection, appointment, and remuneration of Directors and Senior Management personnel.

The policy is detailed in the Corporate Governance Report and is also available on the Company's website (www.indiantoners.com).

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 to regulate trading in its securities by Directors and designated persons. The Code provides for pre-clearance of trades and prohibits dealing in the Company's shares while in possession of unpublished price sensitive information (UPSI) or during closure of the trading window.

In compliance with Regulations 3(5) and 3(6), the Company has implemented a Structured Digital Database (SDD) system to record and monitor sharing of UPSI. The system ensures controlled access, captures the nature, date and time of UPSI dissemination, maintains an audit trail, and preserves records in a non-tamperable manner for the prescribed period.

The Company has complied with the requirements of Regulations 8 and 9 relating to Code of Fair Disclosure and Code of Conduct. All Directors and designated employees have confirmed adherence to the Code.

Further, in terms of applicable regulatory provisions, the Company is not required to submit the SDD compliance certificate on a quarterly basis.

STATUTORY AUDITORS & AUDITORS' REPORT

M/s B.K. Shroff & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company at the 32nd Annual General Meeting for a term of five years, i.e., up to the conclusion of the 37th Annual General Meeting, in accordance with Section 139 of the Companies Act, 2013. They have confirmed that they are eligible and not disqualified to continue as Auditors of the Company.

The observations made in the Auditors' Report, read together with the Notes to the Financial Statements, are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT REPORT

Pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has appointed M/s Mukesh Agarwal & Co., Company Secretaries, as Secretarial Auditors for a term of five years commencing from the Financial Year 2025–26, subject to the approval of the Members.

The appointment has been made on the recommendation of the Audit Committee and approved by the Board of Directors at its meeting held on 31 January 2025.

The Secretarial Audit Report for the Financial Year 2025–26 forms part of this Annual Report as Annexure "1".

INTERNAL AUDIT & INTERNAL AUDITORS

The Company has a well-structured internal audit function to ensure effective monitoring and control of its operations. Pursuant to Section 138 of the Companies Act, 2013 and other applicable provisions, the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s K. N. Gutgutia & Co., Chartered Accountants, as the Internal Auditors of the Company for the Financial Year 2026–27.

COST AUDITORS

The provisions relating to maintenance of cost records and requirement of cost audit under Section 148(1) of the Companies Act, 2013 are not applicable to the Company's business activities.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees, and investments covered under Section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of business and on an arm's length basis. There were no materially significant transactions with Promoters, Directors, Key Managerial Personnel, or their relatives that could have a potential conflict with the interests of the Company.

All such transactions are placed before the Audit Committee for its review and approval.

The Company has adopted a policy on Related Party Transactions in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The policy is available on the Company's website (www.indiantoners.com).

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (LODR) Regulations, 2015, listed entities are required to constitute a Risk Management Committee.

However, the said requirement is applicable only to the top 1000 listed entities based on market capitalization. As the Company does not fall within this category, the provisions relating to constitution of a Risk Management Committee are not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility (CSR) Committee comprising Shri Vishnu Pershad Mathur (Chairman), Shri Sushil Jain, and Sh. Akshat Jain as other members.

During the year, the Company has fully spent its CSR obligation, calculated in accordance with Section 198 of the Companies Act, 2013, by contributing to the Prime Minister's National Relief Fund.

The Annual Report on CSR activities forms part of this Report as Annexure "2".

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has carried out an annual evaluation of its performance, including that of individual Directors, the Chairman, and its Committees.

The details of the evaluation process are provided in the Corporate Governance Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism (Whistle Blower Policy) to promote ethical conduct, transparency, and accountability across its operations.

The policy enables employees and stakeholders to report genuine concerns and is available on the Company's website (www.indiantoners.com).

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the year under review, no significant or material orders were passed by any regulators or courts that could impact the going concern status or future operations of the Company.

DETAILS PERTAINING TO REMUNERATION AS REQUIRED 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 REMUNERATION RATIO OF THE DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES:

(i) The percentage increase in remuneration of each Director, Chief Executive Officer, Company Secretary and Chief Financial Officer during the financial year 2025-26, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26 are as under:

SL. NO. NAME DESIGNATION REMUNERATION PAID IN FY 2025- 26 (RS. IN LACS) REMUNERATION PAID IN FY 2024- 25 (RS. IN LACS) % INCREASE IN REMUNERATION FROM PREVIOUS YEAR RATIO/ TIMES PER MEDIAN OF EMPLOYEE REMUNERATION
1. SH. SUSHIL JAIN CHAIRMAN, CEO (KMP) 254.40 242.59 5 254.40:4.11
2. SH. AKSHAT JAIN MANAGING DIRECTOR (KMP) 163.19 155.42 5 163.19:4.11
3 SH SATYENDRA PAROOTHI WHOLETIME DIRECTOR (KMP) 37.80 34.09 12 37.80:4.11
4. SH. VISHESH CHATURVEDI COMPANY SECRETARY (KMP) 20.89 19.34 8 N.A.
5. SH. N.K. MAHESHWARI * CHIEF FINANCIAL OFFICER (KMP) 1.96 24.33 N.A. N.A.
6. SH. SURYA PRATAP SINGH ** CHIEF FINANCIAL OFFICER (KMP) 27.11 -– N.A. N.A.

* Upto 26.05.2025 ** w.e.f. 27.05.2025

ii) The percentage increase in the median remuneration of employees of the Company during the financial year was 7%.

iii) There were 226 permanent employees on the rolls of the Company as on 31.03.2026;

iv) Average percentage increase made in the salaries of employees other than the managerial personnel in the current financial year i.e. 2025-26 was 5% whereas the increase in the managerial remuneration for the same financial year was 7%.

v) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)

The Key Managerial Personnel of the Company are:

• Shri Sushil Jain – Chairman & Chief Executive Officer

• Shri Akshat Jain – Managing Director

• Shri Satyendra Paroothi – Whole-time Director

• Shri Vishesh Chaturvedi – Company Secretary

• Shri Surya Pratap Singh – Chief Financial Officer

In accordance with Section 152 of the Companies Act, 2013, Shri Akshat Jain, Managing Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy on prevention of sexual harassment at the workplace, along with a formal mechanism for redressal of complaints, in line with the applicable provisions of the law.

During the Financial Year 2025–26, no complaints of sexual harassment were received.

PERSONNEL

Industrial relations remained cordial during the year, reflecting continued employee engagement and commitment to the Company's growth. The Board places on record its appreciation for the contribution and support of all employees.

Particulars of employees as required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Report. However, in accordance with the proviso to Section 136 of the Companies Act, 2013, the same are not being circulated with the Annual Report. Members interested in obtaining such details may write to the Company at its Registered or Corporate Office.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The information relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is provided in Annexure ‘A', which forms part of this Report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as required under Regulation 34 of SEBI (LODR) Regulations, 2015, is presented in a separate section forming part of this Annual Report as Annexure – 3.

DISCLOSURES UNDER LISTING REGULATIONS

The equity shares of the Company are listed on BSE Limited. The Company has paid the listing fees to the stock exchange for the Financial Year 2026–27.

DEMATERIALISATION OF SECURITIES

The equity shares of the Company are available for trading in dematerialized form since 30th October, 2000. The Company has entered into the necessary arrangements with both depositories, National Securities Depository Limited and Central Depository Services (India) Limited.

Members are encouraged to hold and trade their shares in dematerialized form for ease, safety, and convenience.

CORPORATE GOVERNANCE

In compliance with the SEBI (LODR) Regulations, 2015, a separate Report on Corporate Governance, along with the Auditor's Certificate on compliance of the conditions of Corporate Governance, forms part of this Annual Report as Annexure – 4.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the continued support and cooperation extended by the Central and State Governments, bankers, customers, and shareholders.

The Directors also acknowledge the dedication and valuable contribution of all employees towards the Company's performance during the year.

For & on behalf of the Board
Place: New Delhi (SUSHIL JAIN)
Date: 11.05.2026 DIN 00323952
Chairman