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Accretion Nutraveda Ltd Directors Report

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Aug 12, 2026|09:02:00 PM

Accretion Nutraveda Ltd Share Price directors Report

To,

The Members,

The Directors have the pleasure of presenting the Fifth (5th) Annual Report of your Company together with the Audited Financial Statement for the year ended 31 March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Companys financial performance for the year ended on 31 March, 2026 is summarized below:

(Rs. in La cs)
Particulars For the year ended 31 March, 2026 For the year ended 31 March, 2025
Revenue from operation 3360.31 1600.18
Add: Other Income 11.24 0.62

Total Income

3371.55 1600.80
Less: Total Expenditure 2750.42 1285.47

Profit/(Loss) before Tax

621.13 315.33
Less: Tax Expenses 114.30 65.24

Profit/(Loss) for the year from continuing operations

506.83 250.09
Earning per equity share (Face value Rs. 10/-) (Basic and Diluted in Rs.) 9.35 6.88

The Company reports rise in the revenue from operations of Rs.3360.31 lacs as compared to the previous year of Rs.1600.18 lacs. After providing for interest, depreciation and taxes, the net profit for the year stood at Rs.506.83 lacs as compared to Rs.250.09 in the previous year. EPS for the year was Rs.9.35 per share as compared to Rs.6.88 per share in the previous year. Detailed working on operation of the Company is provided in the management discussion and analysis report as forms part of this.

MATERIAL EVENT - LISTING ON STOCK EXCHANGES

During the year under review, the Equity Shares of the Company were listed on the SME Platform of BSE Limited (BSE SME) on 04 February, 2026, pursuant to the successful completion of its Initial Public Offering (IPO). The IPO comprised a fresh issue of 19,20,000 Equity Shares of face value Rs.10 each, aggregating to Rs.2,476.80 Lacs. The issue received a positive response from investors and was listed at a premium of approximately 50%. The proceeds are being utilized towards automation of the existing manufacturing facility, acquisition of machinery for new manufacturing setups, working capital requirements, and general corporate purposes.

THE STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of manufacturing of Ayurvedic and Nutraceutical across several dosage forms, including Tablets, Capsules, Oral liquids, Oral Powders, External Preparation and Oils etc., with vision to provide Ayurvedic and Nutraceutical products that match international quality standards at competitive price. The Company is an emerging Indian CDMO player with a growing domestic presence and expanding global footprint.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

DIVIDEND

The Company has consistently pursued a path of expansion to drive long term growth. In line with the need to conserve the Companys resources, the Board of Directors has not recommended any dividend for the financial year ended 31 March, 2026.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves for the year under review.

RIGHT ISSUE

During the year under review, the Company made a Rights Issue pursuant to the Letter of Offer dated 16 August, 2025, comprising 45,000 Equity Shares of face value Rs.10/- each at a premium of Rs.120/- per Equity Share, aggregating to an issue price of Rs.130/- per Equity Share. The total issue size aggregated to Rs.58,50,000/-. The Rights Issue was offered to the existing equity shareholders of the Company in the ratio of 45 (Forty-Five) Rights Equity Shares for every 487 (Four Hundred Eighty-Seven) Equity Shares held by them as on the Record Date, i.e., 16 August, 2025. The Rights Issue opened on 21 August, 2025 and closed on 06 September, 2025. The purpose/object to raise capital is for working Capital requirements as mentioned in Offer Letter. And, the Board of Directors of the Company has approved the allotment of 45,000 (Forty-Five Thousand) Equity Shares of face value Rs.10/- each at premium of Rs.120/- per share at an issue price of Rs.130/- (Rupees One Hundred and Thirty Only) per share on 06 September, 2025.

BONUS ISSUE

During the year, the Company has issued 47,88,000 Bonus Equity Shares of Rs.10/- each on 10th September, 2025, by capitalizing the free reserve and surplus and Securities Premium Account. The bonus shares were issued in the ratio of 9 (Nine) Equity share for every 1 (One) Equity shares held as on the record date. These shares rank pari passu in all respects with the existing equity shares of the Company. The Board of Directors approved the allotment of these 47,88,000 Bonus Equity Shares at its meeting held on 10 September, 2025.

SHARE CAPITAL Authorised Share Capital:

• As on 1 April, 2025, the Authorised Share Capital of the Company is Rs.6,00,00,000/- consisting 60,00,000 equity shares of Rs.10/- each.

• The Authorised Share Capital of the Company was increased from Rs.6,00,00,000/- to Rs.8,00,00,000/- vide Ordinary Resolution passed at Extra Ordinary General Meeting of the Members of the Company held on 11 September, 2025.

• As on 31 March, 2026, the Authorised Share Capital of the Company is Rs.8,00,00,000/- consisting 80,00,000 equity shares of Rs.10/- each.

Paid up Share Capital:

• As on 1 April, 2025, the Paid-Up Capital of the Company is Rs.48,70,000 /- consisting 4,87,000 equity shares of Rs.10/- each fully paid-up.

• The Paid-Up Capital of the Company was increased from Rs.48,70,000/- to Rs.53,20,000/- due to allotment of 45,000 equity shares of Rs.10/- each pursuant to Right issue dated 06 September,2025.

• The Paid-Up Capital of the Company was increased from Rs.53,20,000/- to Rs.5,32,00,000/- due to allotment of 47,88,000 equity shares of Rs.10/- each pursuant to Bonus issue dated 10 September,2025.

• The Paid-Up Capital of the Company was increased from Rs.5,32,00,000/- to Rs.7,24,00,000/- due to allotment of 19,20,000 equity shares of Rs.10/- each to public pursuant fresh issue IPO dated 02 February, 2026.

• As on 31 March, 2026, the Paid-Up Capital of the Company is Rs.7,24,00,000/- consisting 72,40,000 equity shares of Rs.10/- each fully paid-up.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31 March, 2026, the Company does not have any Subsidiaries, Joint Venture and Associate Companies. Therefore, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the statement containing salient features of the financial statements of subsidiaries or associate companies or Joint ventures in Form AOC-1 is not required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not given any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the financial year 2025-26 were in compliance to the provisions of law and were entered with the approval of Audit Committee, Board and Shareholders, wherever applicable. All related party transactions executed during the financial year were on arms length basis, ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companys Policy on Related Party Transactions

During the year, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2025-26 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The disclosures as required are provided in Accounting Standards in relation to transactions with related parties which are forming the part of the notes to Financial Statements. The policy on Related Party Transaction is available on the website of the Companywww.accretionnutraveda.com.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no change taken place which affect the financial position of the Company between the end of the financial year of the Company to which the Financial Statements relate and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A statement containing information on Conservation of energy, Technology absorption and 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 A to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Our Company has well constituted Board in accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company.

Appointment:

• The Board of Directors has re-designated Mr. Mayur Popatlal Sojitra as Managing Director of the Company with effect from 11 September, 2025 to 10 September, 2030 for a period of five (5) years, with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Paraskumar Vinubhai Parmar as Chief Financial Officer of the Company with effect from 11 September, 2025, in its Board Meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Ankurkumar Shantilal Patel as Whole-time Director of the Company with effect from 11 September, 2025 to 10 September, 2030 for a period of five (5) years, with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Harshad Nanubhai Rathod as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Hardik Mukundbhai Prajapati as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Vivek Ashokkumar Patel as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members meeting held on 11 September, 2025

• The Board of Directors has appointed CS Payal Kotadiya as Company Secretary and Compliance Officer of the Company with effect from 06 September, 2025, in its Board Meeting held on 06th September, 2025.

• The Board of Directors has appointed Mr. Arun Dash, Mr. Mahipal Singh Chouhan and Ms. Shruti Gupta as Independent Director of the Company with effect from 11 September, 2025 to 10 September, 2030 to for a first term of five (5) consecutive years, in its Board Meeting held on 11th September, 2025 and with the approval of the Members of the Company in Members meeting held on 11 September, 2025.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Chand Rameshbhai Kanabar as an Additional Director Appointed as Non - Executive Independent Director with effect from 08 May, 2026 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, he holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Chand Rameshbhai Kanabar as an Independent Director, for a first term of five (5) consecutive years commencing from 08 May, 2026 to 07 May, 2031 for the approval of the Members of the Company.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Grishma A Shewale as an Additional Director Appointed as Non - Executive Independent Director with effect from 08 May, 2026 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, she holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Ms. Grishma A Shewale as an Independent Director, for a first term of five (5) consecutive years commencing from 08 May, 2026 to 07 May, 2031 for the approval of the Members of the Company.

Cessation:

• Mr. Arun Dash has resigned from the post of Non-Executive Independent Director of the Company with effect from 08 May, 2026.

• Mr. Mahipal Singh Chouhan has resigned from the post of Non-Executive Independent Director of the Company with effect from 08 May, 2026.

Retiring by rotation:

Mr. Vivek Ashokkumar Patel (DIN: 09130357), Director, will retires by rotation and being eligible, offers himself for reappointment as per the provisions of the Companies Act, 2013. A resolution seeking Members approval for his reappointment forms part of the 5th AGM Notice.

Apart from this, none of the Directors and Key Managerial Personnel have been appointed, ceased or resigned during the period under review.

BOARD OF DIRECTORS

The Company has a balanced Board of Directors, comprising an optimal mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, as mandated by applicable law. This composition plays a vital role in Board processes, providing independent judgment on matters of strategy and performance. The Board consists of eminent individuals from diverse fields, each bringing valuable experience and expertise to the Company.

The composition of the Board, attendance at the Board Meetings during the year ended on 31 March, 2026 are given below:

Attendance of Meetings during 2025-26
Name of Director Category Board Meeting held during his/her tenure Board Meeting attended during his/her tenure
Harshad Nanubhai Rathod Chairman and Non- Executive Director 21 21
Mayur Popatlal Sojitra Managing Director 21 21
Paraskumar Vinubhai Parmar Executive Director and Chief Financial Officer 21 21
Ankurkumar Shantilal Patel Whole Time Director 21 21
Vivek Ashokkumar Patel Non- Executive Director 21 21
Hardik Mukundbhai Prajapati Non- Executive Director 21 21
Shruti Gupta* Independent Director 11 11
Arun Dash# Independent Director 11 11
Mahipal Singh Chouhan@ Independent Director 11 11

*Ms. Shruti Gupta has appointed as Independent Director w.e.f. 11 September, 2025

# Mr. Arun Dash has appointed as Independent Director w.e.f. 11 September, 2025 and resigned w.e.f. 08 May, 2026.

@ Mr. Mahipal Singh Chouhan has appointed as Independent Director w.e.f. 11 September, 2025 and resigned w.e.f. 08 May, 2026.

Number of meetings of the Board of Directors:

During the year under review, 21 (Twenty-One) Board Meetings were held on 12 April, 2025, 26 May, 2025, 07 June, 2025, 18 July, 2025, 23 July, 2025, 16 August, 2025, 01 September, 2025, 06 September, 2025, 10 September, 2025, 11 September, 2025, 12 September, 2025, 16 September, 2025, 18 September, 2025, 29 September, 2025, 15 November, 2025, 29 December, 2025, 30 December, 2025, 13 January, 2026, 27 January, 2026, 02 February, 2026 and 26 March, 2026 The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

Further, Separate meeting of Independent Directors was held on 02 February, 2026, without the presence of NonIndependent Directors, inter-alia, to review performance of Chairperson and Non-Independent Directors of the Company, to review performance of the entire Board of Directors of the Company, to assess the quality, quantity and timeliness of flow of information and to ensure adequate deliberations on related party transaction.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.accretionnutraveda.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency

COMMITTEE:

A. Audit Committee:

The Audit Committee serves as a vital link between the Management, Statutory Auditors, Internal Auditors, and the Board of Directors, overseeing the financial reporting process of the Company. Its primary role is to monitor the integrity of financial reporting, review the Companys internal financial control systems and governance practices, and evaluate the effectiveness of statutory and internal audit functions.

The Audit Committee has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Part C of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee. The Chairman of the Committee is an Independent Director having knowledge in Finance.

During the year under review, the Audit Committee held Four (4) meetings on 16 September, 2025, 15 November, 2025, 30 December, 2025 and 26 March, 2026. Time elapsed between two meetings never exceeded 120 days.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

Name of Committee Members Designation Category No of Meetings Attended during the year 2025-26
Arun Dash Chairperson Independent Director 4
Mahipal Singh Chouhan Member Independent Director 4
Shruti Gupta Member Independent Director 4
Paraskumar Vinubhai Parmar Member Director and CFO 4

During the year, the Board has accepted all the recommendations made by the Audit Committee.

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Nomination & Remuneration Committee held Two (2) meeting on 17 September, 2025 and 02February, 2026.

The composition of the Nomination & Remuneration Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

Name of Committee Members Designation Category No of Meetings Attended during the year 2025-26
Arun Dash Chairperson Independent Director 2
Harshad Nanubhai Rathod Member Director 2
Shruti Gupta Member Independent Director 2

C. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee (SRC) has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Stakeholders Relationship Committee held One (1) meeting on 02 February, 2026.

The composition of the Stakeholders Relationship Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

Name of Committee Members Designation Category No of Meetings Attended during the year 2025-26
Mahipal Singh Chouhan Chairperson Independent Director 1
Arun Dash member Independent Director 1
Paraskumar Vinubhai Parmar member Director and CFO 1
Harshad Nanubhai Rathod Member Director 1

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the requirements of Section 135 of the Companies Act, 2013 and rules made there under. The CSR Policy is available on the website of the Company www.accretionnutraveda.com. The powers, role and terms of reference of the Corporate Social Responsibility Committee covers the areas as mentioned under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

During the year under review, no meeting of the Corporate Social Responsibility (CSR) Committee was held.

The composition of the Corporate Social Responsibility Committee as on 31 march, 2026 is as under:

Name of Committee Members Designation Category
Paraskumar Vinubhai Parmar Chairperson Director and CFO
Harshad Nanubhai Rathod Member Director
Mahipal Singh Chouhan Member Independent Director

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure B which forms part of this Annual Report. Nomination and Remuneration policy can be assessed at www.accretionnutraveda.com.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Independent Directors and other Non-executive Directors) and other employees (under senior management cadre and management cadre).

PARTICULARS OF EMPLOYEES

The information pertaining to employee drawing remuneration as per Section 197(12) of the Companies Act, 2013 read with per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to compliance@accretionnutraveda.com.

HUMAN RESOURCES

The Company firmly believes that its employees are its greatest assets and integral to its growth and success. Accordingly, it continues to invest in enhancing various aspects of the employee experience, while also fostering a strong, organic employer brand to position itself as an employer of choice.

The Company takes great pride in the commitment, competence, and dedication consistently demonstrated by its employees across all areas of the business. It remains deeply focused on nurturing, developing, and retaining talent through robust learning initiatives and ongoing organisational development.

As on 31 March, 2026, the Company had a total workforce of 24 employees, compared to 17 employees as on 31 March 2025. Moving forward, the Company remains committed to nurturing the right talent to support and drive the achievement of its business objectives.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns, unethical behaviour, fraud or violation of companys code of conduct, has been established.

Over the years, the Company has built a strong reputation for conducting business with honesty and integrity, maintaining a zero-tolerance approach toward unethical behavior or wrongdoing. The policy safeguards whistleblowers rights to report concerns or grievances and provides direct access to the chairman of the audit committee.

During the year under review, no instance has been reported under this policy. The said policy is available on the website of the Company www.accretionnutraveda.com.

STATUTORY AUDITORS:

The Company had appointed M/s V S S B & Associates, (Firm Registration No: 121356W), Chartered Accountants, as Statutory Auditors of the Company at the 4th Annual General Meeting (AGM) till the conclusion of 8th AGM in compliance with the provision of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Auditors in their Report.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

COST AUDITORS AND RECORDS:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

SECRETARIAL AUDITORS:

The Board pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed Mr. Nimish Chunibhai Sakhiya, Proprietor, M/s. Sakhiya & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31 March, 2026 which is annexed herewith as Annexure C, which forms part of this report. There were no qualifications, reservation, adverse remark or disclaimer in the report.

RISK MANAGEMENT:

The Company has established a comprehensive risk management framework designed to identify potential risks across all aspects of its business and implement remedial measures to minimize any adverse impact. Recognizing that risk evaluation and mitigation are continuous processes, the Company remains fully committed to proactively identifying and addressing risks at every level of the organization.

The Risk Management Policy has been formulated and adopted by the Board of Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Management periodically reviews the risk management framework and policies to ensure their effectiveness. The Board has identified and assessed the key risks outlined in the policy and has implemented appropriate mitigation strategies. As of now, there are no risks which, in the opinion of the Board, may threaten the existence of the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company remains fully committed to upholding the highest standards of Environment, Health, and Safety across all its operations. We firmly believe that a safe and healthy workplace is fundamental to the long-term success and sustainability of our business.

The Company pledges to identify and manage environmental and social risks associated with its operations, comply with all applicable environmental laws and regulations, and set and pursue targets aimed at avoiding, reducing, or mitigating negative impacts. Additionally, the Company is committed to promoting sustainable development through the responsible use and conservation of natural resources.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established a robust internal control system commensurate with the scale and complexity of its operations. The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating efficiently.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at www.accretionnutraveda.com.

SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria specified under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the financial year 2025-26.

Accordingly, the Company is not required to spend any amount towards CSR expenditure for the financial year 2025-26.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy.

Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the draft copy of Annual Return of the Company in Form MGT-7 for the financial year ended 31 March, 2026 is available on the Companys website at www.accretionnutraveda.com.

CORPORATE GOVERNANCE

As the Company is listed on the BSE SME platform, it is exempt from certain Corporate Governance regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nevertheless, the Company remains committed to practicing sound Corporate Governance by taking timely and appropriate actions to enhance and meet stakeholder expectations. It continues to comply with all mandatory provisions and actively strives to adhere to the non-mandatory guidelines of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal during the year that could affect the going concern status and Companys operation in future.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(3)(c) of the Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated:

a. that in the preparation of the annual accounts for the year ended 31 March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Notes to the Financial Statements had been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2026 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care had been taken for the maintenance of 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. that the annual accounts for the year ended 31 March, 2026 had been prepared on a going concern basis;

e. The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions/events of this nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

c. Issue of employee stock options scheme

d. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme.

e. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

g. The Company did not face any incidents or breaches or loss of data breach in cyber security.

ACKNOWLEDGEMENTS:

The Directors wish to express their sincere appreciation to all business associates for their valuable support and contributions during the year. The Directors also extend their gratitude to the Companys employees, customers, suppliers, alliance partners, bankers, and all other stakeholders for their continued support and the confidence they have placed in the management.

By order of the Board of Directors
For Accretion Nutraveda Limited
Date: 08 May, 2026 Paraskumar Parmar Mayur Sojitra
Place: Ahmedabad Director and CFO Managing Director
DIN: 10952040 DIN: 09108404

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