To the Members,
The Board of Directors is pleased to present Companys 85 th Annual Report on the business and operations together with the audited financial statements for the financial year ended 31 st March, 2026.
FINANCIAL RESULTS
The summarized financial results (standalone) of the Company for the financial year 2025-26 are given hereunder:
| (Rs.in lakhs) | ||
| 2025-26 | 2024-25 | |
| Revenue from operations & other income | 16,494.49 | 14,601.53 |
| Operating Profit (EBIDTA) | 2,140.82 | 1,674.06 |
| Finance Cost | 94.48 | 37.53 |
| Gross Profit (PBD) | 2,046.34 | 1,636.53 |
| Depreciation & amortization | 517.14 | 388.42 |
| Profit/(Loss) before tax | 1,529.20 | 1,248.11 |
| Provision for | ||
| - Current Tax (net) | (3.31) | (12.77) |
| - Deferred Tax | (124.91) | 71.30 |
| Net Profit/(Loss) | 1,657.42 | 1,189.58 |
| Other Comprehensive Income | 1.49 | (32.04) |
| Total Comprehensive Income for the year | 1,658.91 | 1,157.54 |
| Opening balance of Retained Earnings | 9,962.38 | 9,829.39 |
| Amount available for appropriation | 11,592.60 | 10,890.91 |
| Equity Dividend for the financial year-2024-25 | 163.71 | 178.53 |
| Transferred to General Reserve | 750.00 | 750.00 |
| Closing Balance of Retained Earnings | 10,678.89 | 9,962.38 |
With a view to conserve financial resources for capex and future growth initiatives, the Board of Directors recommend a reduced dividend of Rs. 2.00 per equity share of Rs. 10/- each (i.e. 20%) for the financial year ended March 31, 2026, subject to approval of the shareholders at the ensuing annual general meeting. The dividend of Rs. 5.00 per equity share of Rs. 10/- each (i.e. 50%) was paid for the year ended March 31, 2025.
The production of dairy milk & milk products during the year was higher by 5.10% at 13,590 KL as against 12,931 KL in the previous year;
The sales volumes of value-added products under Cool M and Just brands i.e. flavored milk, dairy mixes, dairy-based drinks, cold coffee and food preparations have grown by 34.96% on YoY basis. The private label products business has grown at a faster pace at 47.30%. However, B2B business (Soft Serve Milk and Cold Coffee), which constitutes about 52% of our total volumes, has witnessed a degrowth of 5.50%. The sales volume of the commoditized products, e.g. liquid milk and low fat cream, have risen marginally by 3.48% during the year.
During the year, three new variants of cold coffee under Just Brand, namely, Bold, Mocha and Zero Sugar have been launched in the market which have received a good consumer response;
To address specific challenges associated with pouch packaging, a new Tetra Pak Aseptic Filling Machine has been installed during the year, which is getting stabilized. This machine will be immensely useful in offering long shelf-life value added products without cold chain (Ice-Cream and Cold Coffee in particular) in line with market requirements;
The marketing and sales plans are being re-oriented to have increased focus towards supply-chain efficient product offerings in both B2B and B2C markets and expansion of customer base to have minimal dependence on one or more large customers. New marketing team is continuously looking at acquisition of key potential clients and have already on-boarded two major customers and few others are in the pipeline.
During the year under review, the revenue from Dairy operations stood at Rs. 13,898.98 lakhs which is higher by 9.48% than the previous year.
Average raw milk prices during the year were higher at Rs. 58/- per kg. as against the average milk prices of Rs. 54/- per kg in the previous year. However, SMP prices have risen sharply by about 18% due to higher demand from food processing sector. The other manufacturing costs i.e packaging, stores & spares, fuel and wages were higher in comparison to previous year. This is partly due to changes in product-mix as retort products have higher manufacturing costs.
The Company has deployed surplus funds by way of investment in financial instruments. The Companys treasury operations continued to focus on the deployment of excess funds on the back of effective portfolio management of funds within a well-defined risk management framework and asset allocation strategy. All investment decisions for deployment of funds continued to be guided by the tenets of safety of principal and liquidity;
For the year ended March 31, 2026, treasury income stood at Rs.2,544.09 lakhs as against Rs.1,823.12 lakhs in the previous year. Against strong gains in global markets, Indias benchmark indices slipped sharply on the close of FY 25-26. The Indian markets were dragged down by a combination of factors
like sharp sell-off by FIIs and surge in crude oil prices due to geo-political tensions in West Asia, muted corporate earnings, stretched valuations and sharp depreciation of rupee. Our portfolio, however, has outperformed benchmark indices (Nifty 50 and Sensex) due to our exposure in international equity and Gold ETFs.
For the year under review, the Company as a whole recorded gross revenue of Rs.16,494.49 lakhs which is higher by 12.96% than the previous year.
The operating profit (EBIDTA) of the Company as a whole stood at Rs.2,140.82 lakhs as against Rs.1,674.06 lakhs in the previous year. The net profit after other comprehensive income is Rs.1,658.91 lakh as against Rs.1,157.54 lakh in the previous year.
Management Discussion and Analysis for the year ended March 31, 2026 is appended and forms an integral part of this Report.
The Company has a wholly-owned subsidiary company, namely, Amrit Learning Ltd., two fellow subsidiary companies, namely, Kamal Apparels Private Ltd. and A.K. Bajaj Investment Private Ltd. and one associate company, namely, Agaan Estate Private Ltd. as on 31.03.2026.
The statement pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, relating to the subsidiary/fellow/associate companies together with Consolidated Financial Statements for the year ended 31st March, 2026 are attached herewith and form part of this Annual Report. In terms of the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the subsidiary/fellow/associate companies are available for inspection at the Registered Office of the Company by any shareholder of the Company. The Financial Statements of the subsidiary/fellow/associate companies and the related detailed information shall be made available to the shareholders of the Company, seeking such information at any point of time, on demand, free of cost. The Financial Statements are also available on the website of the Company and can be accessed at www.amritcorp.com under Investors Relations.
The paid-up equity share capital as on 31st March, 2026 stood at Rs.327.41 lakhs divided into 32,74,138 Equity Shares of the face value of Rs.10/- each.
During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.
A sum of Rs.750.00 lakhs is proposed to be transferred to the general reserve.
Your Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (the Act) and the Rules framed thereunder during the year under review and there are no unpaid/unclaimed deposits nor any amount of principal or interest on public deposits outstanding as on the date of the Balance Sheet.
Loans, guarantees and investments covered under the provisions of Section 186 of the Act, form part of the financial statements provided in this Annual Report.
There are no material changes and commitments affecting the financial position of the Company, which occurred after the end of the financial year i.e. March 31, 2026.
(vi) Related Party Transactions
The particulars of contracts or arrangements with related parties, as per Section 188 of the Companies Act, 2013 and Rules made thereunder and as per the Related Party Transactions (RPT) Policy of the Company during the financial year ended March 31, 2026 in prescribed Form AOC-2 is annexed to this Report (Annexure-A). All transactions with related parties during the year were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial persons or others, which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders.
On the recommendation of the Audit Committee, the Board of Directors has adopted a policy on Related Party Transactions, which is also uploaded on the website of the Company (www.amritcorp.com) under the head Investor Relations. The Policy envisages the procedure governing related party transactions required to be followed to ensure compliance with the applicable laws and regulations as well as to ensure that the Related Party Transactions are managed and disclosed in accordance with the strict legal and accounting requirements.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has put in place a Corporate Social Responsibility Policy in line with Section 135 and Schedule VIII of the Act. The CSR Policy as approved by the Board of Directors is available on the website of the Company at www.amritcorp.com. As per the Policy, the CSR activities are carried on in areas of skill development & language training for employability, livelihood and income generation, preventive health and sanitation, waste resource management and water conservation and also contribute to Prime Ministers National Relief Fund, National Mission for Clean Ganga and Swachh Bharat Kosh.
The Annual Report on CSR activities, as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts)
Rules, 2014 has been appended as Annexure-B and forms integral part of this Report.
RISK MANAGEMENT
Your Company has a robust governance structure with well-defined roles and responsibilities for each vertical. This helps in identifying and managing business risks in a proactive manner and at the same time empowers the management to encash business opportunities.
VIGIL MECHANISM
Your Company over the years has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behavior. Pursuant to Section 177(9) of the Companies Act, 2013, the Company has formulated a Whistle Blower Policy to establish a vigil mechanism for directors and employees of the Company. The purpose and objective of this Policy is to provide a framework to promote responsible and secure whistle blowing. It protects the employees wishing to raise a concern about serious irregularities within the Company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in zero tolerance against bribery, corruption and unethical dealings/ behavior of any form. The Code has been posted on the Companys website at www.amritcorp.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
INTERNAL CONTROL SYSTEMS
Your Company has evolved a system of internal controls to ensure that the assets are safeguarded and transactions are authorised, recorded and correctly reported. The scope of internal audit covers a wide variety of operational methods and, as a minimum, ensures compliance with specified standards with regard to availability and suitability of policies and procedures, extent of adherence, reliability of
The Board of Directors, on the recommendation of the Nomination & Remuneration Committee, has appointed (a) Mr. Manoj Kumar as Independent Director of the Company w.e.f. August 18, 2025 for a period of five years; and (b) Mr. Arnav Bajaj as Whole-Time Director designated as Director (Amrit Food) w.e.f. June 12, 2025 for a period of three years.
Except the above, no other changes have taken place in the Board of Directors and Key Managerial Personnel (KMP) during the year.
The Independent Directors hold office for a fix term of five years from the date of their last appointment and are not liable to retire by rotation. Out of the remaining four Directors, Shri Ashwini Kumar Bajaj retires by rotation and being eligible, offers himself for re-appointment as Director, in accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company.
Shri Ashwini Kumar Bajaj was re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 05.11.2023, as approved by the Board of Directors in the meeting held on 02.06.2023 and consented by the shareholders in the AGM held on 18.07.2023. Shri Ashwini Kumar Bajaj was redesignated as Vice-Chairman & Managing Director by the Board of Directors in the meeting held on 19.08.2023. The existing tenure of the Vice-Chairman & Managing Director will expire on 04.11.2026. Subject to approval of the shareholders by special resolution, Shri Ashwini Kumar Bajaj is proposed to be re-appointed as Vice-Chairman & Managing Director for a period a 3 years w.e.f. 05.11.2026.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.
During the financial year 2025-26, five (5) Board Meetings were convened and held, the details of which are as under:
(i) May 14, 2025; (ii) June 12, 2025; (iii) August 18, 2025; (iv) November 20, 2025; and (v) February 23, 2026.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
The constitution and terms of reference of the Audit Committee conform to the requirements of Section 177 of the Companies Act, 2013. The scope and the terms of reference for the working of the Audit Committee are constantly reviewed and changes made from time to time to ensure effectiveness of the Committee. The Audit Committee comprises of three members - two non-executive & independent directors and one executive & non-independent director. The Chairman of the Audit Committee is an Independent Director. The Committee met two times during the reporting period. All the recommendations of the Audit Committee during the reporting period were accepted by the Board of Directors.
In compliance with the provisions of Section 178 of the Companies Act, 2013, the Board has constituted Stakeholders Relationship Committee. This committee ensures speedy disposal of all grievances/complaints relating to shareholders/investors. The Stakeholders Relationship Committee comprises of three members - two non-executive directors and one executive director. The Chairman of the Committee is non-executive director. During the reporting period, the Stakeholders Relationship Committee met once. The meeting was attended by all the members of the Committee. During the year 2025-26, the Company has received no complaints from the investors and hence no complaints and/or requests for dematerialization were pending as on 31st March, 2026.
In compliance with Section 178 of the Companies Act, 2013, read along with the applicable Rules thereto, the Company has constituted Nomination and Remuneration Committee consisting of three non-executive directors with two independent directors as members, and the Chairman is a non-executive director. The objective of the committee is to lay down a framework and set standards in relation to nomination, remuneration and evaluation of Directors, Key Managerial Personnel (KMP) and such other senior management personnel as may be prescribed so as to achieve a balance of merit, experience and skill in the organization.
The Company has constituted a Corporate Social Responsibility (CSR) Committee as required under Section 135 of the Companies Act, 2013. The terms of reference of the CSR Committee broadly are (i) to frame the CSR Policy and its review from time to time, (ii) to ensure effective implementation and monitoring of the CSR activities as per approved policy, plans and budget and (iii) to ensure compliance with the laws, rules and regulations governing CSR and to periodically report to the Board of Director. The CSR Committee comprises of three members of which one is Independent Director. The Committee met twice during the reporting period. The CSR Policy of the Company has been uploaded and can be viewed on Companys website www.amritcorp.com .
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(3)(c) of the Companies Act, 2013:
(i) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii) that such accounting policies, as mentioned in the Financial Statements, have been selected and applied consistently and judgements 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 March 31, 2026 and of the profit of the Company for the year ended on that date;
(iii) that proper and sufficient care has 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;
(iv) that the annual financial statements have been prepared on a going concern basis;
(v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(vi) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
M/s Mukesh Aggarwal & Co., Chartered Accountants, New Delhi (ICAI Registration No. 011393N) were appointed as the Statutory Auditors of the Company for the period of 5 years from the conclusion of 81st annual general meeting till the conclusion of 86th annual general meeting.
Amrit Corp. Limited 26
The Report given by M/s Mukesh Aggarwal & Co., Chartered Accountants, on the financial statements of the Company for the year 2025-26 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and, therefore, no detail is required to be disclosed.
The goods produced by the Company are not covered under cost audit and, therefore, pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the Company is not required to maintain the cost audit records.
The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo as required 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-C.
The details forming part of the extract of the Annual Return in Form MGT 9 is annexed herewith as Annexure-D.
The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India relating to Meetings of the Board and its Committees which have mandatory application.
In line with statutory requirements, the Company has transferred to the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend has remained unpaid/unclaimed for a period of seven consecutive years within the time line laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred to the Investors Education and Protection Fund pursuant to the requirements under the Act.
Employee relations continued to be cordial throughout the year in the Company. The Directors express their appreciation for the contribution made by the employees to the operations of the Company during the year.
The provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company.
The Company believes that all employees have right to be treated with dignity and to work in an environment free of sexual harassment. The Company will not permit or condone sexual harassment at workplace. The Company will make every effort to ensure that no employee or visitor or any other person is subjected to sexual harassment at any of the Companys workplaces and the allegations of sexual harassment will be dealt with seriously, expeditiously and confidentially. The Company has in place a formal policy for prevention of sexual harassment, which has been framed in accordance with the provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. No complaints of sexual harassment were received during the financial year 2025-26.
During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.
No disclosure or reporting is required in respect of the following items as there were no such transactions/events on these items during the year under review:-
(i) Issue of equity shares with differential rights as to dividend, voting or otherwise; (ii) Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme; (iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company [as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act]; (iv) No significant and material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status and Companys operations in future; (v) There has been no change in the nature of business of your Company; (vi) The Whole-time Directors of the Company have not received any remuneration from the subsidiary of the Company; (vii) No application made nor any proceeding is initiated or pending against the Company during the financial
(vii) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions; (ix) There was no revision of Financial Statements and Boards Report; (x) No fraud has been reported by Auditors under Sub-Section (12) of Section 143 of the Act.
Your directors convey their sincere thanks to the various agencies of the Central Government, State Governments, Banks and other concerned agencies for all the help and cooperation extended to the Company. The Directors also deeply acknowledge the trust and confidence the shareholders and investors have placed in the Company. Your directors also record their appreciation for the dedicated services rendered by the workers, staff and officers of the Company.
For and on behalf of the Board
Noida N.K.BAJAJ June 11,2026 Chairman & Managing Director
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