Adon Agro Commodities Ltd Directors Report

Dear Members,

The Directors of the Company have pleasure in presenting the 05th Annual Report along with the audited statements of accounts of your Company for the financial year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on March 31, 2026 are prepared in accordance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

The Financial highlight is depicted below:

(Rs. In Lakhs)

Particulars	2025-26 Current Year (Rs.)	2024-25 Previous Year (Rs.)
Revenue from Operations	32410.00	10303.55
Other Income	82.11	0.47
Total Revenue	32492.10	10304.02
Total Expenditure	29363.06	9311.00
Profit/(Loss) before Prior Period Items & tax	3129.04	993.02
Less: Prior period Items	-	-
Profit/(Loss) Before Tax	3129.04	993.02
Less: Current Year	812.86	268.28
Earlier Year	-	-
Deferred tax	(0.53)	2.64
Profit/(Loss) after Tax	2316.71	722.10
Earnings Per Share (Basic/Diluted)	13.89	24.07
No. of shares used in computing EPS	1,67,27,270	30,00,000

REVIEW OF OPERATIONS

During the year under review, the Company recorded total revenue of Rs. 32,410.00 Lakhs as against Rs. 10,303.55 Lakhs in the previous financial year, reflecting an increase of approximately 214.56% over the previous year. The Company reported a Net Profit of Rs. 2,316.70 Lakhs for the financial year 2025-26 as compared to Rs. 722.10 Lakhs in the previous financial year, representing an increase of approximately 220.83%.

STATE OF COMPANYS AFFAIRS

- BUSINESS OPERATIONS

To carry on the business of trading as importers, exporters, wholesalers, retailers, manufacturers, dealers and merchandising in all types of Agricultural Produce including Cotton, Oilseeds, Grains, Pulses, Spices, dry fruits and other various agro based products and its ancillary products in India and abroad and in all the principal markets and to the end users in major consumption markets.

There is no change in the nature of the business of the Company during the year under review.

- FUTURE OUTLOOK

The Company aims to strengthen and expand its presence in the domestic and international markets by enhancing its trading activities in agricultural produce and agro-based products. Going forward, the Company intends to explore new business opportunities and markets, diversify its product portfolio, strengthen relationships with suppliers and customers, and improve its distribution network. The Company will continue to focus on operational efficiency, quality and timely delivery while leveraging market opportunities to achieve sustainable growth and enhance long-term value for its stakeholders.

With a strong foundation laid in FY 2025–26 and a robust roadmap ahead, the Company remains committed to delivering long-term value to its shareholders while continuing to contribute to Indias vision of a financially literate and empowered population.

TRANSFER TO RESERVES

Your Company has not transferred any amount to any reserve during the financial year 2025-26. After careful consideration of the Companys future expansion plans and working capital requirements, the Board of Directors decided to retain the entire profit

CAPITAL STRUCTURE

- Authorised Capital:

The Authorised Share Capital of the Company as on 31st March, 2026 stood at Rs. 2,500 Lakhs, divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

During the year under review, the Authorised Share Capital of the Company was increased in the following manner:

- On 15th May, 2025, the Authorised Share Capital was increased from Rs. 850 Lakhs, divided into 85,00,000 Equity Shares of Rs. 10/- each, to Rs. 1,000 Lakhs, divided into 1,00,00,000 Equity Shares of Rs. 10/- each.

- Further, on 7th November, 2025, the Authorised Share Capital was increased from Rs. 1,000 Lakhs, divided into 1,00,00,000 Equity Shares of Rs. 10/- each, to Rs. 2,500 Lakhs, divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

Accordingly, as on 31st March, 2026, the Authorised Share Capital of the Company stood at Rs. 2,500 Lakhs, divided into 2,50,00,000 Equity Shares of Rs. 10/- each.

- Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company as on 31st March, 2026 stood at Rs. 1,672.727 Lakhs, divided into 1,67,27,270 Equity Shares of Rs. 10/- each.

During the year under review, the Company made the following changes in its Issued, Subscribed and Paid-up Capital:

1. Bonus Issue: On 19th May, 2025, the Company issued and allotted 30,00,000 Equity Shares of Rs. 10/- each by way of Bonus Issue.

2. Private Placement: On 30th May, 2025, the Company issued and allotted 2,72,728 Equity Shares of Rs. 10/- each at a premium of Rs. 100/- per share, aggregating to an issue price of Rs. 110/- per share, on a private placement basis.

3. Bonus Issue: On 18th February, 2026, the Company further issued and allotted 1,04,54,542 Equity Shares of Rs. 10/- each by way of Bonus Issue.

Accordingly, pursuant to the aforesaid allotments, the Issued, Subscribed and Paid-up Capital of the Company stood at Rs. 1,672.727 Lakhs, comprising 1,67,27,270 Equity Shares of Rs. 10/- each as on 31st March, 2026.

- Further, subsequent to the end of the financial year under review, the Company raised funds by way of an Initial Public Offer (IPO) through a fresh issue of equity shares. Pursuant to the fresh issue, the Company issued and allotted 62,90,000 Equity Shares of Rs. 10/- each at a premium of Rs. 60/- per share, aggregating to an issue price of Rs. 70/- per share, on 2nd July, 2026.

Consequently, after considering the aforesaid fresh issue and allotment, the Issued, Subscribed and Paid-up Share Capital of the Company as on the date of signing of this Report stands at Rs. 2,301.727 Lakhs, divided into 2,30,17,270 Equity Shares of Rs. 10/- each.

DIVIDEND

The Board of Directors has not recommended any dividend on the Equity Shares of the Company for the Financial Year 2025-26. Accordingly, no amount has been proposed to be distributed as dividend for the year under review.

INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

Subsequent to the closure of the financial year under review, the Company successfully completed its Initial Public Offer ("IPO") of Equity Shares.

The Company had initially filed its Draft Red Herring Prospectus ("DRHP") in June 2025 with the applicable authorities in connection with the proposed IPO. However, the said DRHP was subsequently withdrawn by the Company due to a change in the Merchant Banker appointed in relation to the IPO process.

Thereafter, the Company initiated the IPO process afresh and filed its Draft Red Herring Prospectus ("DRHP") on 27th March 2026, Red Herring Prospectus ("RHP") on 20th June 2026 and Prospectus on 2nd July 2026 with the applicable authorities in connection with the IPO.

The Offer opened for subscription on 29th June 2026 and closed on 1st July 2026. The Offer received an overwhelming response from investors and was successfully oversubscribed. Pursuant to the successful completion of the Offer, the Compan successfully allotted the Equity Shares on 2nd July 2026.

Further, the Equity Shares of the Company were successfully listed on the SME Platform of BSE Limited on 6th July 2026. Accordingly, the Company successfully completed the entire IPO and listing process, marking a significant milestone for the Company.

PUBLIC DEPOSITS

The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 (the "Amended Listing Regulations"), is presented in a separate section forming part of the Annual Report (Attached in the Annexure A)

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review, Adon Agro Trading L.L.C., a wholly owned subsidiary of the Company incorporated in Dubai, United Arab Emirates, was incorporated as a subsidiary of the Company. However, the subsidiary did not commence its business operations during the financial year under review, and, accordingly, no Consolidated Financial Statements are required to be prepared and filed by the Company for the financial year under review.

Further, subsequent to the end of the financial year under review, the Board of Directors, at its meeting held on 5th August, 2026, approved the disposal of the Companys wholly owned subsidiary, Adon Agro Trading L.L.C., by way of liquidation, subject to completion of applicable legal and regulatory formalities.

The Board of Directors, at the same meeting, also approved the incorporation of a wholly owned subsidiary in the Republic of Chile, subject to applicable laws, approvals and regulatory requirements.

The Company does not have any Joint Venture or Associate Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and 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 at March 31, 2026 and of the profit & loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

We believe that by focusing on Corporate Governance, we practice the highest standards of ethical and responsible business culture and thereby enhance the value of all stakeholders. It is a combination of voluntary practices and compliance with laws and regulations in all areas of its operations and in its interactions with the stakeholders. It provides direction and control to the affairs of the Company. Your Company is fully committed to practice sound Corporate Governance and uphold the highest business standards in conducting business. The Company has always worked towards building trust with all its stakeholders based on the principles of good corporate governance. Your Company is guided by a key set of values for all its internal and external interactions. The Company is open, accessible and consistent with its communication. Your Company has been complying with the principles of good Corporate Governance over the years and is committed to the highest standards of compliance. However, as a good Corporate Governance Practice the Company has generally complied with the Corporate Governance requirements.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All Related Party Transactions, those were entered into during the Financial Year under review, were on an arms length basis, and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. All Related Party Transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained wherever required for the transactions which are repetitive in nature or when the need for these transactions cannot be foreseen in advance. Details of transactions with Related Parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure- B in Form AOC - 2 and forms part of this Report. The Company has adopted a Policy for dealing with Related Party Transactions.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, read with the rules made thereunder, the provisions relating to Corporate Social Responsibility ("CSR") are applicable to the Company, as the net profit of the Company for the financial year ended 31st March, 2025 exceeded the prescribed threshold specified under Section 135(1) of the Companies Act, 2013.

The Company discharges its Corporate Social Responsibility obligations through publicly registered Implementing Agencies towards supporting projects as prescribed under Schedule VII of the Companies Act, 2013, in line with the Corporate Social Responsibility Policy of the Company.

The Board of Directors has approved the CSR Policy of the Company as formulated and recommended by the CSR Committee, which is available on the website of the Company at https://adonagrocommodities.com/wp-content/uploads/2026/03/CSR-Policy.pdf.

Further, the Annual Report on CSR activities, for the year under review, in the prescribed format, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended) and Rule 9 of the Companies (Accounts) Rules, 2014 is furnished in "Annexure- C."

RISK MANAGEMENT:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

INTERNAL CONTROL SYSTEM:

Adon Agro Commodities limited internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

INTERNAL FINANCIAL CONTROL (IFC) SYSTEM AND THEIR ADEQUACY:

The Company has implemented and evaluated the Internal Financial Controls which provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes and policies, safeguarding of assets, prevention and detection of frauds, accuracy and completeness of accounting records. The Internal Audit Reports were reviewed periodically by Audit Committee as well as by the Board. Further, the Board annually reviews the effectiveness of the Companys internal control system. The Directors and Management confirm that the Internal Financial Controls (IFC) are adequate with respect to the operations of the Company. A report of Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013 certifying the adequacy of Internal Financial Controls is annexed with the Auditors report.

BOARDS OPINION ON THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is well-equipped to navigate complex business challenges and drive the Companys long-term success.

In conclusion, the Board is confident that the independent directors appointed during the year will continue to make meaningful contributions to the Companys growth, governance, and overall success.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held on Wednesday 25th March, 2026 during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

Familiarization / Orientation program for Independent Directors:

The Independent Directors attend a Familiarization / Orientation Programme on being inducted into the Board. Further, various other programmes are conducted for the benefit of the Independent Directors to provide periodical updates on the regulatory framework, industry developments and other significant matters of importance.

Although the requirement relating to disclosure of the Familiarization Programme in the Corporate Governance Report and on the Companys, website is not applicable to the Company, being listed on the SME Platform, as a matter of good corporate governance and transparency, the Company has formulated a Familiarization / Orientation Programme for Independent Directors. The said policy has been made available on the Companys website and can be accessed at: https://adonagrocommodities.com/wp-content/uploads/2026/03/7.-Familiarization-programmen-for-ID.pdf.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS

M/s. Kheria & Company, Chartered Accountants (FRN: 144903W) were appointed as the Statutory Auditors of the Company for a period of five (5) consecutive years, to hold office up to the conclusion of the Annual General Meeting to be held in the year 2030, in accordance with the provisions of the Companies Act, 2013.

AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section143 (12) of the Act.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records has not been specified by the Central Government under the said section for the business activities carried out by the Company.

Hence, provision of appointment of Cost Auditors & maintenance cost records is not applicable to the Company.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors has appointed M/s Amit Verma & CO., CHARTERED ACCOUNTANTS, (firm registration no. 143975W), as the Internal Auditor of the Company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and Internal Auditor.

SECRETARIAL AUDITORS

During the financial year 2025-26, the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to Secretarial Audit, were not applicable to the Company. Accordingly, no Secretarial Auditor was appointed for the financial year 2025-26.

MANAGEMENT:

A) Composition of Board of Directors

The Board of Directors of the Company comprises individuals of proven integrity and competence. Collectively, the Directors bring with them diverse experience, financial expertise, strategic foresight, and leadership capabilities. The Board members are committed to the Companys growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.

As on March 31, 2026, the composition of the Board complies with the provisions of Section 149 of the Companies Act, 2013. Although Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to SME-listed companies, the Company strives to follow good governance practices by maintaining an optimum combination of Executive, Non-Executive, and Independent Directors.

As of the reporting date, the Board comprises six (6) Directors. The composition and category of Directors are provided below:

S. No.	Name and DIN	Designation/ Category	Date of appointment	Date of cessation & Mode of Cessation
1.	NARAYANSWAMY VENKITKRISHNAN (DIN: 03505998)	Managing Director and Promoter	29/03/2023	NA
2.	JIGISHA NARAYANSWAMY (DIN: 10947384)	Executive Non independent Director and Promoter	24/02/2025	NA
3.	SHUBHAM RATAN SHARMA (DIN: 09654409)	Executive, Non independent Director and Promoter	14/06/2024	NA
4.	SHILPA BUNG (DIN: 08257931)	Non-Executive, Independent Director	18/09/2024	NA
5.	SHUBHAM JAIN (DIN: 10240789)	Non-Executive, Independent Director	24/02/2025	NA
6.	MADHUSUDAN KUSHWAHA (DIN: 10240327)	Non-Executive, Independent Director	01/01/2026	NA

- During the year under review Mr. Madhusudan Kushwaha DIN: 10240327 was appointed as an Independent Director of the Company with effect from 01/01/2026.

- During the year under review, Mr. Gaurav Joshi DIN: 08528588 ceased to be an Independent Director of the Company with effect from 01/01/2026.

B. Retirement by Rotation & Re-Appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. NARAYANSWAMY VENKITKRISHNAN (DIN: 03505998) Managing Director of the Company, whose period of office is liable to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. He is eligible, for re-appointment has offered herself for re-appointment. The Board recommends her re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider her re-appointment on the board.

C. Independent Directors

As on March 31, 2026, the Company has three Independent Directors:

- Ms. Shilpa Bung

- Mr. Shubham Jain

- Mr. Madhusudan Kushwaha

These Independent Directors bring with them rich experience and independent judgement, contributing significantly to the governance framework of the Company.

D. WOMEN DIRECTOR

Pursuant to the provisions of section 149 of the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company is required to be constituted with at least one woman director and accordingly, The Company has two women directors on its Board:

- Ms. Jigisha Narayanswamy- Director,

- Ms. Shilpa Bung- Independent Director,

Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on March 25th, 2026, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.

The meeting reviewed:

- Performance of Non-Independent Directors and the Board as a whole,

- Performance of the Chairperson,

- Quality, quantity, and timeliness of information flow between the management and the Board.

All Independent Directors attended the meeting. The composition of the meeting was as follows:

Name	Position	Category
Mr. Madhu sudan Kushwaha	Chairman	Non-Executive Independent Director
Ms. Shilpa Bung	Member	Non-Executive Independent Director
Mr. Shubham Jain	Member	Non-Executive Independent Director

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

E. Key Managerial Personnel

As on March 31, 2026, the Key Managerial Personnel of the Company include:

- Mr. Narayanswamy Venkitkrishnan ? Managing Director

- Ms. Manisha Agarwal ? Chief Financial Officer

- Ms. Sneh al Gajanan Mhatre ? Company Secretary

There have been no changes in key managerial personnel during the period under review.

MEETINGS:

A. Board Meetings:

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the Financial Year 2025-2026, the Company held 36 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings. The details of these Board meetings are as follows.

S. No.	Date of Board Meeting	No. of Directors entitled to attend	No. of Directors present
1.	15/04/2025	6	6
2.	17/04/2025	6	4
3.	24/04/2025	6	6
4.	07/05/2025	6	4
5.	08/05/2025	6	4
6.	13/05/2025	6	4
7.	14/05/2025	6	6
8.	19/05/2025	6	6
9.	20/05/2025	6	4
10.	22/05/2025	6	4
11.	30/05/2025	6	4
12.	02/06/2025	6	6
13.	26/06/2025	6	4
14.	29/07/2025	6	4
15.	03/10/2025	6	4
16.	15/10/2025	6	6
17.	28/10/2025	6	4
18.	10/11/2025	6	4
19.	11/11/2025	6	4
20.	05/12/2025	6	6
21.	09/12/2025	6	4
22.	17/12/2025	6	4
23.	23/12/2025	6	6
24.	30/12/2025	6	4
25.	02/01/2026	6	4
26.	15/01/2026	6	6
27.	16/01/2026	6	4
28.	19/01/2026	6	4
29.	21/01/2026	6	4
30.	27/01/2026	6	6
31.	06/02/2026	6	4
32.	18/02/2026	6	4
33.	20/02/2026	6	6
34.	26/02/2026	6	4
35.	10/03/2026	6	6
36.	27/03/2026	6	4

The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:

Name of Director	DIN	Category of Directorship	No. of Board Meeting Entitled to attended	No. of Board Meetings attended	Attenda Presence at the last AGM
Narayanaswa my Venkitkrishn an	03505998	Managing Director	36	35	Yes
Jigisha Narayanaswa my	10947384	Director	36	35	Yes
Shubham Ratan Sharma	09654409	Director	36	35	Yes
Shilpa Bung	08257931	Independ ent Director	36	21	Yes
Shubham Jain	10240789	Independ ent Director	36	18	Yes
Madhusudan Kushwaha	10240327	Independ ent Director	12	7	Not Applica ble
Gaurav Joshi	08528588	Independ ent Director	24	14	Yes

B. General Meetings:

Following are the details of the general meetings of shareholders held during the financial year 2025-2026: -

Type of Meeting (Annual/ Extra- Ordinary)	Date
Extra- Ordinary Meeting	15/05/2025
Annual General Meeting	23/05/2025
Extra- Ordinary Meeting	04/06/2026
Extra- Ordinary Meeting	07/11/2025
Extra- Ordinary Meeting	01/01/2026
Extra- Ordinary Meeting	05/02/2026
Extra- Ordinary Meeting	10/03/2026

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2026 and presently the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees and Stakeholders Relationship Committee. The constitution of which are given below:

- AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

S. No.	Members Name	Designation
1.	Gaurav Joshi	Chairman
2.	Shilpa Bung Gupta	Member
3.	Shubham Ratan Sharma	Member

Further committee has been reconstituted on January 02, 2026 and the Audit Committee consists of the following members as on 31st March 2026:

S. No.	Members Name	Designation
1.	Madhusudan Kushwaha	Chairman
2.	Shilpa Bung Gupta	Member
3.	Shubham Ratan Sharma	Member

Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Name of Members/ Directors
		Mr. Gaurav Joshi	Mr. Madhusudan Kushwaha	Ms. Shilpa Bung Gupta	Mr. Shubham Ratan Sharma
1.	14/04/2025	v	-	v	v
2.	23/04/2025	v	-	v	v
3.	18/05/2025	v	-	v	v
4.	22/12/2025	v	-	v	v
5.	14/01/2026	-	v	v	v
6.	20/02/2026	-	v	v	v

- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee covers all matters specified in Section 178 of the Companies Act, 2013 and rules made thereunder .The committee oversees formation of criteria for determining qualifications, positive attributes and independence of a director The Committee ensures evaluations of Directors performance and recommends to the Board, their appointment/removal based on his/her performance and other matters related to remuneration for Directors, Key Managerial Personnel and Senior Management etc.

The Nomination and Remuneration Committee consists of the following members:

S. No.	Members Name	Designation
1.	Gaurav Joshi	Chairman
2.	Shubham Jain	Member
3.	Shilpa Bung Gupta	Member

Further committee has been reconstituted as on January 02, 2026 and the Nomination and Remuneration Committee consists of the following members as on 31st March 2026:

S. No.	Members Name	Designation
1.	Shilpa Bung Gupta	Chairman
2.	Shubham Jain	Member
3.	Madhusudan Kushwaha	Member

During the year under review, the Nomination and Remuneration Committee met 04 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Name of Members/ Directors
		Ms. Shilpa Bung	Mr. Gaurav Joshi	Mr. Shubham Jain	Mr. Madhusudan Kushwaha
1.	14/04/2025	v	v	v	-
2.	18/05/2025	v	v	v	-
3.	04/12/2025	v	v	v	-
4.	14/01/2026	v	-	v	v

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

- STAKEHOLDERS RELATIONSHIP COMMITTEE

This Committee has been constituted as a good corporate governance practice for taking care of the grievances of all the stakeholders such as shareholders.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums.

The Company follows the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online Redressal of all the shareholders complaints.

The Stakeholders Relationship Committee consists of the following members:

S. No.	Members Name	Designation
1.	Gaurav Joshi	Chairman
2.	Jigisha Narayanswamy	Member
3.	Shubham Ratan Sharma	Member

Further committee has been reconstituted as on January 02, 2026 and the Stakeholders Relationship Committee consists of the following members as on 31st March 2026:

S. No.	Members Name	Designation
1.	Madhusudan Kushwaha	Chairman
2.	Jigisha Narayanswamy	Member
3.	Shubham Ratan Sharma	Member

Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Name of Members/ Directors
		Mr. Gaurav Joshi	Ms. Jigisha Naraya nswamy	Mr. Shubha m Ratan Sharma	Mr. Madhusuda n Kushwaha
1.	01/06/2025	v	v	v	-

- CSR COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013, are applicable to the Company. Hence The roles and responsibilities of the CSR Committee include formulation and recommendation of Corporate Social Responsibility policy to the Board, recommending the amount to be incurred for CSR activities, instituting a transparent monitoring mechanism for implementation of the CSR projects or programs or activities undertaken by the Company, and monitor the CSR policy from time to time.

The CSR Committee consists of the following members:

S. No.	Members Name	Designation
1.	Mr. Narayanswamy Venkitkrishnan	Chairman
2.	Mr. Shubham Shubham Sharma	Member
3.	Mr. Gaurav Joshi	Member

Further committee has been reconstituted as on January 02, 2026 and the Corporate Social Responsibility Committee consists of the following members as on 31st March 2026:

S. No.	Members Name	Designation
1.	Mr. Narayanswamy Venkitkrishnan	Chairman
2.	Mr. Shubham Shubham Sharma	Member
3.	Mr. Shubham Jain	Member

- Following is the detail of the attendance of each of the members of the Corporate Social Responsibility Committee at its Meeting held during the year under review:

S. No.	Date of Meeting	Name of Members/ Directors
		Mr. Narayanswamy Venkitkrishnan	Mr. Gaurav Joshi	Mr. Shubham Shubham Sharma	Mr. Shubham Jain
1.	13/05/2025	v	v	v

ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a.	Number of complaints of Sexual Harassment received in the Year	NIL
b.	Number of Complaints disposed off during the year	NIL
c.	Number of cases pending for more than ninety days	NIL

RISK MANAGEMENT COMMITTEE:

Pursuant to Regulation 21 of the Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) 2015 the Company is not included in the top 1000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year i.e. 2025-26. Therefore, constitution of Risk Management Committee is not applicable to the Company.

VIGIL MECHANISM/WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time.

Vigil Mechanism/Whistle Blower Policy is available on the website of the company at https://adonagrocommodities.com/wp-content/uploads/2026/03/2.-Vigil-Mechanism-Policy.pdf.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2025-26.

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

Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure- D

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 is hosted on the Companys website viz. www.adonagrocommodities.com

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosure of Particulars of Employees as required under Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached in Annexure E.

There is no employee receiving remuneration in excess of limits prescribed in sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

- Male Employees: 33

- Female Employees: 32

- Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

REMUNERATION GIVEN TO THE MANAGING DIRECTOR

The managing director of the company, Mr. Narayanswamy Venkitkrishnan occupies the office of the managing director in Adon Agro Commodities Limited was paid remuneration to the tune of ?52.00/- Lakhs (Rupees Fifty-Two lakhs only) p.a. form your company during and for the financial year ended on March 31, 2026.

DEMATERIALIZATION:

The Company has tied up with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) to enable the members to trade and hold shares in an electronic/dematerialized form. The shareholders are advised to take benefits of dematerialization.

LISTING OF SHARES:

Our Companys shares were successfully listed on the SME Platform of BSE Limited on 6th July 2026, subsequent to the end of the financial year under review. Accordingly, the listing formalities with the Stock Exchange have been duly completed. The Companys shares are not suspended for trading on the Stock Exchange(s). The Scrip Symbol of the Company is ADON and the ISIN of the Company is INE1SME01017.

UNCLAIMED AND UNPAID DIVIDENDS:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

SECRETARIAL STANDARDS:

The Company has in place proper systems to ensure compliance with the provisions of the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings and such systems are adequate and operating effectively.

ACCOUNTING STANDARDS:

In accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Company has prepared its Financial Statements in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013, read with the Companies (Accounting Standards) Rules, 2006, as amended from time to time. The Financial Statements have been prepared in accordance with the applicable Accounting Standards (AS) and the relevant provisions of the Companies Act, 2013.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Code of conduct for prevention of Insider Trading in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company.

The code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.

The Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There is no pending complaints on the SCORES as of March 31, 2026.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed KFIN TECHNOLOGIES LIMITED as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.

POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

The policy is disclosed on the website of the company under the link https://adonagrocommodities.com/wp-content/uploads/2026/03/11.-preservation-of-documents.pdf

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANY ONE-TIME SETTLEMENT:

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

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:

During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26

CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.

OTHER DISCLOSURES

- Change in Registered Office

During the financial year under review, the Registered Office of the Company was shifted from Office No. Z-2123, Akshar Business Park, Sector 25, Plot No. 3, Janta Market Road, Vashi, Navi Mumbai, Sanpada, Thane, Maharashtra, India – 400703 to I-3029, I Wing, 3rd Floor, Akshar Sector 25, Plot No. 3, Janta Market, Sanpada, Thane, Maharashtra, India – 400703, with effect from 1st April 2025.

The change in the Registered Office was approved by the Board of Directors at its meeting held on 21st March 2025, in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

- Trademarks and Intellectual Property Rights

During the financial year under review, the Company filed applications for registration of various trademarks in the applicable classes under the Trade Marks Act, 1999. The details of the trademarks applied for during the year are as follows:

Trademark	Class(es)
Cool beer	32, 33 and 35
HUNGER SPICES	30 and 35
HUNGER NUTS	35
HUNGER CHIPS	35
HUNGER SAUCE	29 and 35
HUNGER	35
HUNGER DIPS	35

Further, during the financial year under review, the Company received registration/acceptance for the following trademarks:

Trademark	Class	Status	Date
HUNGER NUTS	29	Registered	23rd September 2025
HUNGER SAUCE	30	Registered	7th January 2026
HUNGER DIPS	30	Registered	23rd September 2025
ADON AGRO	31	Registered	20th August 2025
HUNGER	29	Registered	12th November 2025
Cool beer	33	Accepted by the Trade Marks Authority	14th August 2026

APPRECIATIONS AND ACKNOWLEDGEMENT:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company.

The Directors wish to take the opportunity to place on record their sincere appreciation and gratitude to the Government of India, various State Governments particularly the States of Maharashtra, Regulatory Authorities, Banks, Financial Institutions, shareholders and concerned Government departments and agencies for their continued support.

For and on behalf of the Board of Directors of

ADON AGRO COMMODITIES LIMITED

Sd/-

NARAYANSWAMY VENKITKRISHNAN

MANAGING DIRECTOR

DIN: 03505998

Sd/-

SHUBHAM RATAN SHARMA

DIRECTOR

DIN: 09654409

Place: NAVI MUMBAI

Date: 08/09/2026