|
Dear Members,
Your Directors are pleased to present the 5th Annual Report
of Annapurna Swadisht Limited (the Company) together with the Audited
Standalone and Consolidated Financial Statements for the financial year ended March 31,
2026.
The Report provides an overview of the Company's operational and
financial performance, significant developments, strategic initiatives, corporate
governance practices and statutory disclosures for the financial year under review.
1. FINANCIAL HIGHLIGHTS
The Financial performance of your Company for the financial year ended
March 31, 2026 is summarized below:
|
Standalone |
Consolidated |
| Particulars |
For the year ended 31st March, 2026 |
For the year ended 31st March, 2025 |
For the year ended 31st March, 2026 |
For the year ended 31st March, 2025 |
| Revenue from Operations |
41,492.27 |
37,409.98 |
52,008.05 |
40,797.06 |
| Other Income |
81.76 |
70.71 |
149.88 |
74.30 |
Total Income |
41,574.03 |
37,480.69 |
52,157.92 |
40,871.36 |
| Total Expenditure |
38,300.23 |
35,081.98 |
47,701.36 |
38,160.96 |
| Extraordinary Items |
- |
140.03 |
(26.53) |
183.47 |
Profit / Loss Before tax |
3,272.77 |
2,538.75 |
4,430.04 |
2,893.89 |
| Less: Provision for Current Tax |
802.74 |
581.57 |
1,086.52 |
669.28 |
| Less: Provision for Earlier Tax |
145.01 |
37.83 |
145.01 |
37.83 |
| Less: Provision for Deferred Tax |
18.55 |
40.51 |
60.04 |
35.47 |
Net Profit / (Loss) after Tax |
2,306.47 |
1,878.85 |
3,033.31 |
2,151.30 |
| Basic Earnings per share (in f) |
10.57 |
9.46 |
14.38 |
10.84 |
| Carried to Balance Sheet |
2,306.47 |
1,878.85 |
3,033.31 |
2,151.30 |
2. FINANCIAL PERFORMANCE
a) Standalone Financial performance
During the financial year under review, the Company continued its
growth trajectory by strengthening its market presence, expanding its product portfolio,
enhancing operational efficiencies and widening its distribution network.
The Company recorded Revenue from Operations of Rs. 41,492.27 Lakhs, as
against Rs. 37,409.98 Lakhs in the previous financial year, representing a growth of
approximately 10.91%.
The Total Income increased to Rs. 41,574.03 Lakhs from Rs. 37,480.69
Lakhs, while the Profit After Tax increased to Rs. 2,306.47 Lakhs, compared with
Rs.1,878.85 Lakhs in the previous year, reflecting sustained improvement in operational
performance and profitability.
The Standalone Financial Statements have been prepared in accordance
with the provisions of the Companies Act, 2013, the Accounting Standards prescribed under
Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 and
other applicable statutory requirements.
b) Consolidated Financial Statements
The Consolidated Financial Statements comprise the financial statements
of the Company and its subsidiaries prepared in accordance with applicable provisions of
the Companies Act, 2013 and applicable Accounting Standards.
During the year under review, the Company achieved Consolidated Revenue
from Operations of Rs.52,008.05 Lakhs, as against Rs. 40,797.06 Lakhs in the previous
year, registering a healthy growth of approximately 27.48%.
The Consolidated Total Income stood at Rs. 52,157.92 Lakhs, while the
Consolidated Profit After Tax increased to Rs. 3,033.31 Lakhs, compared to Rs. 2,151.30
Lakhs during the previous financial year, demonstrating the successful integration of
acquired businesses and continued operational excellence.
The Board believes that the Company's diversified manufacturing
capabilities, expanding distribution network, strong brand portfolio and strategic
acquisitions have significantly contributed to the Company's financial performance.
3. STATE OF THE COMPANY'S AFFAIRS
FY 2025-26 marked another significant milestone in the Company's
growth journey.
During the year, the Company strengthened its presence in the Eastern
Indian fast-moving consumer goods ("FMCG") sector through strategic capacity
expansion, product innovation, enhanced operational efficiencies and continued expansion
of its distribution network across India.
As part of its inorganic growth strategy, Madhur Confectioners Private
Limited became a wholly owned subsidiary following the acquisition of the remaining
minority shareholding on December 2, 2025. Further, the Company acquired 57.71% of the
equity share capital of Andri Agro Foods Private Limited on June 30, 2026, making it a
subsidiary of the Company. This strategic acquisition is expected to strengthen the
Company's product portfolio, manufacturing capabilities and long-term growth
prospects.
Another key milestone was the continued expansion of the OFFSIDE brand,
supported by a focused marketing strategy and celebrity endorsement, further strengthening
the Company's brand portfolio.
Subsequent to the close of the financial year, the Company achieved a
landmark milestone with the successful migration of its equity shares from the
NSE EMERGE Platform to the Main Board of the National Stock Exchange of
India Limited ("NSE"). NSE granted its approval on August 10, 2026, and the
migration became effective from August 12, 2026. The Main Board listing is expected to
enhance the Company's market visibility, improve liquidity, broaden its investor base
and support its long-term growth strategy.
The Directors remain confident that the Company's diversified
product portfolio, robust manufacturing capabilities, expanding distribution network,
prudent financial management and strong corporate governance framework will continue to
create sustainable long-term value for all stakeholders.
4. DIVIDEND
Considering the Company's continued expansion plans, strategic
investments, proposed capital expenditure, acquisition opportunities and working capital
requirements, the Board believes that conservation of internal resources remains essential
to support future growth.
Accordingly, your Directors have not recommended any dividend for the
financial year ended March 31, 2026.
The provisions relating to the Dividend Distribution Policy under
Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are presently not applicable to the Company.
5. RESERVES AND SURPLUS
The closing balance of reserves and surplus for the Financial Year
2025-2026, after all the appropriation and adjustments is f 29,948.41 Lakhs.
Further, no amount is proposed to be transferred to the reserves and
surplus of the Company for the Financial Year 2025-2026.
6. SHARE CAPITAL Authorised Share Capital:
The Authorised Share Capital of the Company is f 27,00,00,000/- (Rupees
Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores and Seventy Lakhs) Equity
Shares of f 10/- (Rupees Ten Only) each as on March 31, 2026.
Issued, Subscribed and Paid-up Share Capital:
The Issued, Subscribed and Paid-up Equity Share Capital of the Company
as on March 31, 2026 was Rs.21,82,00,000/- (Rupees Twenty-One Crores Eighty-Two Lakhs
Only) comprising of 2,18,20,000 (Two Crores Eighteen Lakhs Twenty Thousand) Equity Shares
of Rs. 10/- (Rupees Ten Only) each fully paid-up.
There was no change in the Authorized, Issued, Subscribed or Paid-up
Share Capital of the Company during the financial year under review.
The Company has only one class of equity shares having face value of
Rs. 10/- (Rupees Ten Only) each. Each equity share carries one vote and ranks pari-passu
in all respects.
7. ALTERATION OF MEMORANDUM AND ARTICLES OF
ASSOCIATION
There were no alternation in the Memorandum of Association and Article
of Association of the Company during the year under review
8. LISTING
The equity shares of the Company were listed on the NSE EMERGE Platform
of the National Stock Exchange of India Limited during the financial year ended March 31,
2026.
Subsequent to the close of the financial year, the National Stock
Exchange of India Limited, vide its approval dated August 10, 2026, approved the migration
of the Company's equity shares from the NSE EMERGE Platform to the Main Board, which
became effective from August 12, 2026.
Accordingly, as on the date of this Report, the equity shares of the
Company are listed and admitted to dealings on the Main Board of the National Stock
Exchange of India Limited. The Board believes that the migration to the Main Board
represents an important milestone in the Company's growth journey and is expected to
enhance liquidity, increase institutional participation, improve market visibility and
strengthen shareholder value.
The Company has paid the applicable Annual Listing Fees to the National
Stock Exchange of India Limited and continues to comply with the applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other regulatory requirements.
9. MIGRATION OF EQUITY SHARES FROM NSE EMERGE PLATFORM TO THE MAIN
BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED
During the financial year under review, the Board of Directors approved
the proposal for migration of the equity shares of the Company from the NSE EMERGE
Platform to the Main Board of the National Stock Exchange of India Limited
("NSE"), subject to the approval of the shareholders and the National Stock
Exchange of India Limited.
Pursuant to the applicable provisions of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the applicable NSE Circulars governing migration from
the SME Platform to the Main Board, the Members of the Company approved the proposed
migration by way of a Special Resolution. Thereafter, the Company submitted its
application along with all requisite documents to the National Stock Exchange of India
Limited.
The National Stock Exchange of India Limited granted its approval for
migration of the Company's equity shares from the NSE EMERGE Platform to the Main Board
vide its approval dated August 10, 2026, and the migration became effective from August
12, 2026.
The Board believes that the Main Board listing marks a significant
milestone in the Company's growth journey and reflects the Company's consistent financial
performance, sound corporate governance practices and expanding scale of operations. The
migration is expected to enhance trading liquidity, broaden the shareholder base,
facilitate greater participation by institutional investors, improve analyst coverage and
strengthen the Company's access to capital markets for future growth initiatives.
The Company shall continue to comply with all applicable provisions of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
applicable laws governing entities listed on the Main Board of the National Stock Exchange
of India Limited.
10. DECLARATION FROM INDEPENDENT DIRECTOR'S
The Company has received necessary declaration from each Independent
Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of
acting as an Independent Director as laid down in Section 149(6) of the Companies Act,
2013.
Accordingly, the Company has taken on record the Statement of
Declaration of Independence, as submitted by all the Independent Directors.
In the opinion of the Board of Directors, all Independent Directors of
the Company fulfils the conditions specified in the Act and Rules made thereunder.
11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
The Company continues to pursue a long-term strategy of strengthening
its business through both organic and inorganic growth.
As on March 31, 2026, the Company had the following subsidiaries:
Wholly Owned Subsidiaries
1. Zimba Food Private Limited (formerly known as Annapurna Snacks
Private Limited)
2. UNOAP Foods Factory Private Limited
3. Madhur Confectioners Private Limited*
During the previous financial year (2024-2025), the Company acquired a
74% equity stake in M/s. Madhur Confectioners Private Limited on 26th November,
2024 through the utilisation of proceeds raised from the issuance of equity shares to
Qualified Institutional Buyers (QIBs). Consequently, M/s. Madhur Confectioners Private
Limited became a subsidiary of the Company with effect from the date of acquisition.
Subsequently, during the current financial year (2025-2026), the
Company acquired the remaining 26% equity stake in M/s. Madhur Confectioners Private
Limited from the minority shareholders on 2nd December, 2025. As a result, M/s.
Madhur Confectioners Private Limited became a Wholly Owned subsidiary of the Company with
effect from the said date.
Pursuant to the Share Purchase Agreement and completion of the
transaction, the Company acquired 57.71% of the equity share capital of Andri Agro Foods
Private Limited on June 30, 2026. Consequently, Andri Agro Foods Private Limited became a
subsidiary of the Company with effect from the said date. The acquisition is aligned with
the Company's long-term growth strategy and is expected to strengthen its presence in
the food products segment by expanding its manufacturing capabilities, product portfolio
and market reach.
Associate Companies
During the financial year, the Company completed the divestment of its
entire 20% equity investment in M/s. Unoeureka Foods Factory Private Limited. Accordingly,
pursuant to the completion of the said transaction, M/s. Unoeureka Foods Factory Private
Limited ceased to be an associate of the Company with effect from January 23, 2026.
The Company does not have any Joint Venture Companies.
Further, a statement containing the salient features of the financial
statements of the Company's subsidiaries in Form AOC-1, as prescribed under Section
129(3) of the Companies Act, 2013 read with the applicable rules, is annexed to this
Report as Annexure - I.
12. MATERIAL CHANGES AND
COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Subsequent to the close of the financial year ended March 31, 2026, and
up to the date of this Report, the following material events have occurred:
a. Acquisition of Andri Agro Foods Private Limited
Pursuant to the Share Purchase Agreement, the Company completed the
acquisition of 57.71% of the equity share capital of Andri Agro Foods Private Limited on
June 30, 2026, thereby making it a subsidiary of the Company. The acquisition is expected
to strengthen the Company's product portfolio, manufacturing capabilities and
longterm growth prospects.
b. Migration to the Main Board of NSE
The National Stock Exchange of India Limited granted approval for
migration of the Company's equity shares from the NSE EMERGE Platform to the Main Board on
August 10, 2026, and the migration became effective from August 12, 2026. The Board
believes that the Main Board listing will enhance liquidity, improve market visibility and
facilitate greater participation from institutional and retail investors.
Save as stated above and elsewhere in this Report, no other material
changes or commitments affecting the financial position of the Company have occurred
between March 31, 2026 and the date of this Report.
13. PUBLIC DEPOSITS
During the year under review the Company has neither invited nor
accepted any Public Deposit within the meaning of section 73 of the Companies Act, 2013
read with Companies (Acceptance of Deposits) Rules, 2014.
14. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES
The statement containing names of top ten employees in terms of
remuneration drawn and the particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is provided in a separate Annexure-II forming
part of this report.
None of the Directors are disqualified as per the provisions of Section
164 of the Act and the Directors have made necessary disclosures under Section 184 and
other relevant provisions of the Act.
15. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Composition of the Board
The Board of Directors of the Company comprises professionals
possessing extensive experience, diverse expertise and sound knowledge in the fields of
business management, finance, corporate governance, strategy, manufacturing and
administration. The composition of the Board is in conformity with the provisions of the
Companies Act, 2013, the applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), and the Articles of Association of the Company.
The composition of the Board as on March 31, 2026 was as follows:
| Sl. No. Name of Director |
Nature of Directorship |
Category |
| 1. Mr. Shreeram Bagla |
Chairman & Managing Director |
Executive Director |
| 2. Mr. Ritesh Shaw |
Whole-Time Director |
Executive Director |
| 3. Mr. Manoj Sharma |
Whole-Time Director |
Executive Director |
| 4. Mr. Chandan Ghosh |
Independent Director |
Non-Executive Independent Director |
| 5. Mrs. Rachna Yadav |
Independent Director |
Non-Executive Independent Director |
| 6. Mr. Harish Ramanna Navarathna |
Independent Director |
Non-Executive Independent Director |
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013
and the Articles of Association of the Company, Mr. Manoj Sharma (DIN: 00348746) retires
by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself
for re-appointment.
The Board, based on the recommendation of the Nomination and
Remuneration Committee, recommends his re-appointment.
b) Changes in Designation of Directors and Key
Managerial Personnel
During the financial year under review, there was no appointment,
resignation or cessation of any Director on the Board.
However, the following changes in designation and Key Managerial
Personnel took place during the year:
| Name |
Effective Date |
Particulars |
| Mr. Ritesh Shaw |
March 11, 2025 |
Appointed as an Additional Director of the
Company by the Board of Directors. |
|
September 26, 2025 |
Appointed as Whole-Time Director of the
Company pursuant to the approval of the Members at the Annual General Meeting held on
September 26, 2025. |
| Mr. Manoj Sharma |
January 9, 2025 |
Appointed as an Additional Director and Chief
Executive Officer (CEO) of the Company by the Board of Directors. |
|
September 26, 2025 |
Appointed as Whole-Time Director of the
Company pursuant to the approval of the Members at the Annual General Meeting held on
September 26, 2025. |
|
October 23, 2025 |
Ceased to hold the office of Chief Executive
Officer (CEO) upon his resignation from the said position. He continued to serve as the
WholeTime Director of the Company. The Board of Directors placed on record its
appreciation for the valuable services rendered by him during his tenure as Chief
Executive Officer. |
| Mr. Rohit Singhania |
October 23, 2025 |
Appointed as the Chief Executive Officer
(CEO) of the Company. As CEO, he is responsible for providing strategic leadership to the
Company and for driving its long-term business strategy in consultation with the Board of
Directors and the senior management team. |
c) Key Managerial Personnel:
In accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and consequent to the changes referred to above, the following
were the Key Managerial Personnel of the Company as on March 31, 2026.
| Name |
Designation |
| Mr. Shreeram Bagla |
Managing Director |
| Mr. Ritesh Shaw |
Whole-Time Director |
| Mr. Manoj Sharma |
Whole-Time Director |
| Mr. Rohit Singhania |
Chief Executive Officer |
| Mr. Pawan Jaiswal |
Chief Financial Officer |
| Mr. Shakeel Ahmed |
Company Secretary & Compliance Officer |
The Board acknowledges the significant contribution made by the Key
Managerial Personnel towards strengthening the Company's operational performance,
corporate governance standards and compliance framework during the year under review.
16. NUMBER OF MEETINGS OF THE BOARD
The Board of Directors of the Company regularly meets to discuss
various business, strategies, important operational & financials matters, expansions
and acquisitions. The Board meetings were convened, as and when required to discuss and
decide on various.
During the year under review, the Board of Directors of the Company
duly met 7 (Seven) times respectively on:
| Sr. No. Nature of Meeting |
Date of Board Meeting |
| 1. Board Meeting |
18-04-2025 |
| 2. Board Meeting |
29-05-2025 |
| 3. Board Meeting |
25-08-2025 |
| 4. Board Meeting |
23-10-2025 |
| 5. Board Meeting |
14-01-2026 |
| 6. Board Meeting |
16-02-2026 |
| 7. Board Meeting |
27-03-2026 |
The intervening gap between two consecutive meetings was within the
limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.
17. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Pursuant to the provisions of Schedule IV to the Companies Act, 2013
and Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent
Directors was held on March 18, 2026, without the presence of Executive Directors or
members of the Management.
During the meeting, the Independent Directors, inter alia:
reviewed the performance of the NonIndependent Directors and the
Board as a whole;
reviewed the performance of the Chairman of the Company;
assessed the quality, quantity and timeliness of information
flowing between the Management and the Board;
evaluated the effectiveness of governance processes and Board
deliberations; and
discussed the Company's long-term strategy, business
performance, risk management and succession planning.
The Independent Directors expressed satisfaction with the overall
functioning of the Board and the support extended by the Management.
18. COMMITTEES OF THE BOARD
In order to ensure focused oversight and efficient governance, the
Board has constituted various Committees in accordance with the provisions of the
Companies Act, 2013 and the SEBI Listing Regulations. Each Committee operates within the
scope of its Charter approved by the Board.
The recommendations of the Committees are placed before the Board for
consideration and approval, wherever required.
a. Audit Committee
The Audit Committee of the Company is constituted in line with the
provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing
Regulations, 2015. The Committee comprises Independent Directors and financially literate
members, including one member with accounting or related financial management expertise,
as required under Regulation 18(1)(c) of Listing Regulations.
The Committee comprises a majority of Independent Directors, all of
whom are financially literate and possess the required expertise in finance, accounting,
and corporate governance. The Chairman of the Committee is an Independent Director.
As on March 31, 2026, the composition of the Audit Committee is as
under:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Chandan Ghosh |
Chairperson |
Non-Executive Independent Director |
| Harish Ramanna Navarathna |
Member |
Non-Executive Independent Director |
| Shreeram Bagla |
Member |
Managing Director |
The Company Secretary is the Secretary to the Committee.
During the year under review, there has been no instance where the
recommendations of the Audit Committee have not been accepted by the Board. During the
Financial Year under review, the Committee met 4 (Times) times, and the meeting was held
in accordance with the provisions of the Act and rules made thereunder, on the following
dates:
b. Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) of the
Company has been constituted in compliance with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 19 of the Listing Regulations.
As on March 31, 2026, the composition of the Nomination and
Remuneration Committee is as under:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Chandan Ghosh |
Chairperson |
Non-Executive Independent Director |
| Harish Ramanna Navarathna |
Member |
Non-Executive Independent Director |
| Rachna Yadav |
Member |
Non-Executive Independent Director |
The Company Secretary is the Secretary to the Committee.
During the Financial Year under review, the Committee met 2 (Two)
times, and the meeting was held in accordance with the provisions of the Act and rules
made thereunder, on the following dates:
c. Stakeholders Relationship Committee
The Stakeholders Relationship Committee (SRC) of the Company is
constituted in compliance with the provisions of Section 178 of the Companies Act, 2013
and Regulation 20 of the Listing Regulations.
As on March 31, 2026, the composition of the Stakeholders Relationship
Committee is as under:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Harish Ramanna Navarathna |
Chairperson |
Non-Executive Independent Director |
| Shreeram Bagla |
Member |
Managing Director |
| Manoj Sharma |
Member |
Whole-Time Director |
The Company Secretary is the Secretary to the Committee.
During the Financial Year under review, the Committee met 1 (One) time,
and the meeting was held in accordance with the provisions of the Act and rules made
thereunder, on the following dates:
d. Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee (CSR) of the Company is
constituted in compliance with the provisions of Section 135 of the Companies Act, 2013
and relevant Regulation of the Listing Regulations.
As on March 31, 2026, the composition of the Stakeholders Relationship
Committee is as under:
| Name of the Director |
Designation in the Committee |
Nature of Directorship |
| Rachna Yadav |
Chairperson |
Independent Director |
| Ritesh Shaw |
Member |
Whole-Time Director |
| Manoj Sharma |
Member |
Whole-Time Director |
During the Financial Year under review, the Committee met one (1) time,
and the meeting was held in accordance with the provisions of the Act and rules made
thereunder.
19. BOARD EVALUATION: -
Pursuant to the provisions of the Companies Act, 2013, peer evaluation
of all Board members, annual performance evaluation of its own performance, as well as the
evaluation of the working of Board's Committees was undertaken.
The following evaluation process were followed:
a. Evaluation Criteria
This evaluation is led by the Chairman of the Nomination and
Remuneration Committee with a specific focus on the performance and effective functioning
of the Board and its Committees. The evaluation process, inter alia, considers attendance
of Directors at Board and committee meetings, acquaintance with business, communication
inter se Board members, the time spent by each of the Board members, core competencies,
personal characteristics, accomplishment of specific responsibilities and expertise.
b. Performance Evaluation of the individual
Directors including Independent Directors
The Chairman of the Nomination and Remuneration Committee conducted the
evaluation process, inter alia, based on attendance of Directors at Board and Committee
meetings, acquaintance with business, communication interse Board members, the time spent
by each of the Board members, core competencies, personal characteristics, accomplishment
of specific responsibilities and expertise.
The report on the performance evaluation of the Individual Directors
was reviewed by the Board, and feedback was given to the Directors. The performance of
each Directors was satisfactory.
c. Board of Directors
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning etc.
A separate meeting of the Independent Directors of the Company was held
on 18th March, 2026, pursuant to Clause VII of Schedule IV to the Act,
To:
1. Review the performance of the NonIndependent Directors and the Board
as a whole.
2. Review the performance of the Chairman of the Company, considering
the views of the Executive Directors and Non-Executive Directors.
The Independent Directors expressed satisfaction over the performance
of all the Non-Independent Directors and the Chairman.
d. Performance Evaluation of the Committee
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of the criteria such as the
composition of Committees, effectiveness of Committee meetings, etc.
20. REMUNERATION POLICY: -
The Board, based on the recommendation of the Nomination and
Remuneration Committee, has framed a policy for the selection and appointment of Directors
and Senior Management Personnel and their remuneration. The Company's policy relating to
the Directors appointment, payment of remuneration and discharge of their duties. The said
policy is available on the website of the Company at https://www.annapurnasnacks.in/investors/policy-list.
The remuneration paid to Directors, Key Managerial Personnel, and
Senior Management Personnel during FY 2025-2026 was in accordance with the Nomination and
Remuneration Policy of the Company. Disclosures under Section 197 of the Act and Rule 5(1)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
("Rules) relating to the remuneration and other details as required are
appended as Annexure III' to the Report. The said information is available
for inspection through electronic mode. Any member interested in obtaining a copy of the
said statement may write to the Company Secretary and the same shall be furnished upon
such request.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORTING (BRSR)
Consequent upon the migration of the Company's equity shares to
the Main Board of the National Stock Exchange of India Limited with effect from August 12,
2026, the Company shall comply with the applicable Business Responsibility and
Sustainability Reporting requirements as and when they become applicable under the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
22. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with section
134(5) of the Companies Act, 2013 (hereinafter referred to as the Act), the
Directors hereby confirm and state that:
a. In the preparation of Annual Accounts, the applicable Accounting
Standards have been followed along with the proper explanation relating to material
departures, if any.
b. The Directors have selected such accounting policies and have
applied them consistently and made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as on the
Financial Year ended on 31st March, 2026 and of the Profit of the Company for
the year under review.
c. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities. The Directors have prepared the annual accounts on a going concern
basis.
d. The Directors, in the case of a listed Company, had laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively.
e. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
23. AUDITORS & REPORTS
Statutory Auditor and Statutory Audit Report:
Pursuant to the provisions of Section 139 of the Act and the Rules
framed thereunder, M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm
Registration No. 330054E), were appointed as Statutory Auditors of the Company from the
conclusion of 2nd Annual General Meeting (AGM) of the Company till the conclusion of 7th
AGM.
The Statutory Auditors M/s. Agarwal Khetan & Co., Chartered
Accountants, (Firm Registration No. 330054E), have confirmed that they have not been
disqualified to act as Statutory Auditors of the Company and that their continuation is
within the maximum ceiling limit as prescribed under Section 141 of the Act/relevant
statute.
The Statutory Auditors' Report is annexed to this Annual Report.
The Statutory Audit Report does not contain any qualification reservation or adverse
remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in
the Auditors' Report are self-explanatory and, therefore, do not call for any further
comments.
Secretarial Auditor and Secretarial Audit Report:
During the year under review, M/s. M Shahnawaz & Associates
(Membership No. 21427, C.P. No: 15076) - Practicing Company Secretary having Firm Regn.
No.: S2015WB331500, Membership No. 21427, resigned from the position of Secretarial
Auditor of the Company vide resignation letter dated 05th February, 2026,
giving rise to a casual vacancy.
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and other applicable statutory provisions, the Board of Directors, based
on the recommendation of the Audit Committee, at its meeting held on February 16, 2026,
appointed M/s. Mohit Vanawat & Associates, Practising Company Secretaries (Firm
Registration No. P2014RJ037700, Membership No. F11834 and Certificate of Practice No.
16528), as the Secretarial Auditor of the Company to fill the casual vacancy caused by the
resignation of the previous Secretarial Auditor. Further, the Board recommended their
appointment for a term of five (5) consecutive financial years, commencing from the
financial year 2025-2026 and continuing up to the financial year 2029-2030, subject to the
approval of the Members at the ensuing Annual General Meeting.
The Company has received the necessary consent and eligibility
certificate from M/s. Mohit Vanawat & Associates confirming that their appointment, if
approved, would be in accordance with the applicable provisions of the Companies Act, 2013
and the rules framed thereunder.
The Secretarial Audit Report for the Financial Year ended March 31,
2026 in Form MR-3 is annexed herewith as Annexure - IV and forms an integral part
of this Annual Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
Internal Auditors
M/s. Vishal K Gupta & Co. Chartered Accountants (FRN: 327842E), is
the Internal Auditors of the Company.
24. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return for the year ending on March 31, 2026 will be available on
the Company's website at https://www.annapurnasnacks.in/investors/annu al-reports.
25. RELATED PARTY TRANSACTIONS
The Company has entered into related party transaction in ordinary
course of business and at arm's length. As none of the transactions with any of the
related party exceed the 10% of the turnover of the Company, there was no material related
party transaction during the year under review. In terms of Section 134(3)(h) of the
Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of
contracts or arrangements entered into with Related Parties are provided in Form AOC-2
annexed herewith as Annexure- V to this Report.
26. LOANS, INVESTMENTS & GURANTEE
The particulars of loans given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee or security is proposed
to be utilized as per the provisions of Section 186 of the Companies Act, 2013, are
disclosed in the notes to account to the financial statements for the financial year
20252026.
The Company has complied with the applicable provisions of Section 186
of the Companies Act, 2013 in respect of all such transactions undertaken during the
financial year.
27. RISK MANAGEMENT
Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk
Management Policy which provides for the identification therein of elements of risk, which
in the opinion of the Board may threaten the existence of the Company. The Policy further
contains the risk assessment and minimization procedures.
The risk management plan is reviewed by the Board from time to time and
suitable changes are done as may be necessitated. Annapurna recognises the inherent link
between risk and opportunity. The Company leverages a data- driven approach to identify
products and processes aligned with current industry standards, ensuring balanced
risk-taking for sustainable growth.
The business operates with a dynamic environment with evolving customer
needs and inherent risks. These risks can have short term and long term implications, and
the risk landscape is constantly in flux.
Annapurna employs proactive risk management strategy focused on early
identification and mitigation. Root cause analysis addresses current operational risks
while vigilantly scanning the external ecosystem for potential threats. This allows them
to develop effective mitigation strategies that minimise business disruptions.
28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
To meet the requirement under Section 177(9) and (10) of The Companies
Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle Blower Policy with a
view to provide a vigilance mechanism for the Directors and employees of the Company to
raise concern of any violations of legal or regulatory requirements, incorrectness or
misinterpretation of any financial statements and reports etc. The purpose of this Policy
is to encourage the Company's Directors and employees who have concerns about
suspected misconduct, to come forward and express these concerns without fear of
punishment or unfair treatment.
Likewise, under this policy, we have prohibited discrimination,
retaliation or harassment of any kind against any employee who, based on the
employee's reasonable belief that such conduct or practice has occurred or are
occurring, reports that information or participates in the said investigation. The Whistle
Blower Policy is displayed on the Company's website at http://www.annapurnasnacks.in.
No individual in the Company has been denied access to the Audit Committee or its Chairman
during the FY 20252026.
There were no instances of reporting under the Whistle Blower.
29. CORPORATE SOCIAL RESPONSIBILITY
The Company remains committed to conducting its business in a socially
responsible and sustainable manner and continues to undertake initiatives for the benefit
of society and the communities in which it operates. In furtherance of this commitment,
the Company undertakes Corporate Social Responsibility ("CSR") initiatives in
accordance with the provisions of Section 135 of the Companies Act, 2013 ("the
Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Pursuant to the provisions of Section 135 of the Act, the Company has
constituted a Corporate Social Responsibility ("CSR") Committee of the Board.
The CSR Policy of the Company provides the guiding framework for identifying, implementing
and monitoring CSR initiatives in the areas specified under Schedule VII to the Act.
During the financial year under review, the Company's CSR
obligation amounted to Rs.38.73 lakhs. Against the said obligation, the Company
incurred Rs.5.40 lakhs towards eligible CSR activities, primarily relating to the
promotion of education and training and eye care for the underprivileged. Consequently, an
amount of Rs.33.33 lakhs remained unspent as at 31st March, 2026. The Company has
appropriately recognized the aforesaid CSR obligation in its financial statements, and the
Board shall ensure that the treatment and utilization of the unspent amount is carried out
in accordance with the applicable provisions of Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Further, during the financial year 2024-25, the Company had recognised
CSR expenditure of Rs.20.27 lakhs, out of which Rs.5.65 lakhs was spent
during the year and Rs.14.62 lakhs remained unspent as at 31st March, 2025. The
aforesaid unspent amount was subsequently utilized during March 2026 towards eligible CSR
activities in accordance with the Company's CSR Policy and the applicable provisions
of the Companies Act, 2013.
The Annual Report on Corporate Social Responsibility containing the
disclosures prescribed under the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, including the composition of the CSR Committee, a
brief outline of the CSR Policy and details of CSR expenditure, forms Annexure VI to
this Report.
The CSR Policy of the Company is available on the website of the
Company at https://www.annapurnafood.in/investors/.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of financial performance
and results of operations of the Company, as required under the Listing Regulations is
provided in a separate section and forms an integral part of this report. It inter-alia
gives details of the overall industry structure, economic developments, performance and
state of affairs of your Company's business, risks and concerns and material
developments during the financial year under review.
A detailed report on Management Discussion and Analysis (MDA) Report is
included in this Report as Annexure - VII.
31. CORPORATE GOVERNANCE
During the financial year under review, the Company was listed on the
NSE EMERGE Platform and accordingly the provisions relating to Corporate Governance under
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 were not applicable. Consequent upon the migration of the Company's
equity shares to the Main Board of the National Stock Exchange of India Limited with
effect from August 12, 2026, the Company shall comply with all applicable Corporate
Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from the date they become applicable.
32. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE (POSH)
The Company has zero tolerance for sexual harassment at workplace and
has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition,
and Redressal) Act, 2013. In adherence to the provisions of the Sexual Harassment of Women
at Workplace (Prevention,
Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment
of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company
has constituted an Internal Complaints Committee to look into the matters relating to
sexual harassment at workplace. All employees (permanent, contractual, temporary,
trainees) are covered under this policy.
Our Company is an equal opportunity employer and believes in providing
opportunity and key positions to women professionals. The Company has endeavoured to
encourage women professionals by creating proper policies to tackle issues relating to
safe and proper working conditions and create and maintain a healthy and conducive work
environment that is free from discrimination. This includes discrimination on any basis,
including gender, as well as any form of sexual harassment. Our Company has constituted
Internal Complaints Committee (ICC) for various business divisions and
offices, as per the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
During the financial year under review, no complaints in the nature of
sexual harassment were reported at workplace of the Company.
In terms of section 22 of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013, read with Rule 8 of the Companies
(Accounts) Rules, 2014 (as amended vide MCA notification dated 30/05/2025 and other) a
summary thereof is as under:
| Particulars |
No of complaints |
| Number of complaints/cases pending at the
beginning of the year. |
Nil |
| Number of complaints/cases of sexual
harassment received/filed during the year |
Nil |
| Number of complaints/cases disposed off
during the year. |
N.A. |
| Number of complaints pending for more than
ninety days |
N.A. |
| Number of cases pending at end of the year. |
N.A. |
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with
the Companies (Accounts) Rules, 2014, is given below:
A. Conservation of energy:
(i) The steps taken or impact on conservation of energy:
We continue to strengthen our energy conservation efforts. We are
always in lookout for energy efficient measures for operation, and value conservation of
energy through usage of latest technologies for quality of services.
(ii) The steps taken by the Company for utilizing
alternate sources of energy:
Although the equipment used by the Company are not energy sensitive by
their very nature, still the Company is making best possible efforts for conservation of
energy, which assures that the computers and all other equipment's purchased by the
Company strictly adhere to environmental standards, and they make optimum utilization of
energy.
(iii) The capital investment on energy
conservation equipment:
There is no capital investment on energy conservation equipment during
the FY 2025-2026.
B. Absorption of Technology:
In this era of competition, in order to maintain and increase the
clients and customers, we need to provide best quality services to our clients and
customers at minimum cost, which is not possible without innovation, and adapting to the
latest technology available in the market for providing the services.
i. The efforts made towards technology absorption: Nil
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution: Nil
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year:
(a) the details of technology imported: Nil
(b) the year of import: Nil
(c) whether the technology been fully absorbed: Nil
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof: Nil; and
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings - Nil
Foreign Exchange Outgo Rs. 28398.99 Lakhs
D. Research & Development:
The Company believes that in order to improve the quality and standards
of services, the Company should have a progressive Research and Development Process, which
should keep on increasing along with the scale of operations of the Company.
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act. 2013,
read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure
- VIII' and the same forms part of this report.
34. INTERNAL FINANCIAL CONTROL AND ADEQUACY
The Company has an adequate Internal Control System, commensurate with
the size, scale and complexity of its operations. To maintain its objectivity and
independence, the Internal Auditor reports to the Chairman of the Audit Committee of the
Board.
Internal Audit is conducted by an Independent Professional Firm of
Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the
senior management team. The representative of Statutory Auditors and the Internal Auditors
are permanent invitees to the Audit Committee meetings. The measures as suggested by the
Audit Committee are implemented as per the direction of the Audit Committee.
The controls comprise of:
a) Officials of the Company have defined authority and responsibilities
within which they perform their duty;
b) All the Banking transactions are under the authority as empowered by
Board.
c) Maker-checker system is in place.
d) Any deviations from the previously approved matter require fresh
prior approval.
M/s. Vishal K Gupta & Co. (FRN: 327842E) Chartered Accountants, had
carried out Internal Audit of the Company for the FY 2025-26.
35. DISCLOSURES RELATED TO INSOLVENCY AND BANKRUPTCY
During the year under review, neither any application was made nor any
proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.
36. NO DIFFERENCE IN VALUATION
There was no one time settlement by the Company with the Banks or
Financial Institutions during the year under review, thus, the details of difference
between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons
thereof are not applicable.
37. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS
No significant and material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and the Company's future
operations.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board hereby affirms that, the Company has duly complied with the
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
(ICSI).
39. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during
the financial year under review.
40. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS
Subsequent to the close of the financial year, the Company has
successfully migrated from the NSE EMERGE Platform to the Main Board of the National Stock
Exchange of India Limited with effect from August 12, 2026. Accordingly, the Company shall
adopt the Indian Accounting Standards (Ind AS) in accordance with the provisions of the
Companies Act, 2013, the Companies (Indian Accounting Standards) Rules, 2015, as amended,
and other applicable statutory and regulatory requirements, from the financial year in
which such adoption becomes mandatory pursuant to the applicable regulatory framework.
41. MAINTENANCE OF COST RECORD
The provisions relating to maintenance of cost records as specified by
the Central Government under sub-section (1) of section 148 of the Companies Act, 2013,
were not applicable to the Company up to 31st March, 2026 and accordingly such
accounts and records were not required to be maintained.
42. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading, in accordance with the requirements of Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The
Company Secretary is the Compliance Officer for monitoring adherence to the said
Regulations. The Code is displayed on the Company's website at www.annapurnasnacks.in.
43. DETAILS OF FRAUD REPORTED BY THE AUDITORS: -
During the year under review, the Statutory Auditors and Internal
Auditor have not reported any instances of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies
(Audit and Auditors) Rules, 2014 of the Companies Act, 2013.
44. INVESTOR RELATIONS
The Company firmly believes that transparent, timely and effective
communication with shareholders, investors, analysts and regulatory authorities is
fundamental to building long-term stakeholder confidence.
The Company continues to maintain a robust investor servicing mechanism
through its Registrar and Share Transfer Agent and ensures prompt redressal of investor
queries and grievances.
During the financial year under review:
investor grievances, if any, were resolved promptly;
there were no pending investor complaints as on March 31, 2026;
the Company complied with the applicable disclosure requirements
under the SEBI Listing Regulations;
timely disclosures were made to the National Stock Exchange of
India Limited.
The Board remains committed to maintaining the highest standards of
transparency, disclosure and investor engagement.
45. QUALITY, FOOD SAFETY AND REGULATORY
COMPLIANCE
Being engaged in the food manufacturing business, the Company places
significant emphasis on product quality, food safety and regulatory compliance.
The Company continues to maintain stringent quality control measures at
all manufacturing facilities and complies with the applicable requirements of the Food
Safety and Standards Authority of India (FSSAI) and other applicable regulatory
authorities.
Continuous quality assurance procedures, laboratory testing and process
controls are implemented to ensure that products consistently meet prescribed quality
standards and customer expectations.
46. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following matters as there were no transactions on these items during the
year under review:
Issue of Equity Shares with differential rights as to dividend,
voting or otherwise.
Issue of Shares (including sweat Equity Shares) to employees of
the Company under any scheme.
The Company does not have any scheme of provision of money for the
purchase of its own Shares by employees or by trustees for the benefit of employees.
47. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors wish to place on record their gratitude for the valuable
guidance and support rendered by the Government of India, various State Government
departments, Banks and Stakeholders, including, but not limited to, shareholders,
customers and suppliers, among others. We place on record, our appreciation of the
contribution made by our employees at all levels.
The Directors take this opportunity to place on record their deep sense
of appreciation for the total commitment, dedication and hard work put in by the employees
of the Company. Lastly, your Directors are deeply grateful for the continuous confidence
and faith shown by the members of the Company.
Place : Kolkata |
On Behalf of the Board of Directors |
Dated : 18-08-2026 |
For, Annapurna Swadisht Limited |
|
Shreeram Bagla |
|
Chairman & Managing Director |
|
DIN - 01895499 |
|