Annapurna Swadisht Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 5^th Annual Report of Annapurna Swadisht Limited (“the Company”) together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

The Report provides an overview of the Company’s operational and financial performance, significant developments, strategic initiatives, corporate governance practices and statutory disclosures for the financial year under review.

1. FINANCIAL HIGHLIGHTS

The Financial performance of your Company for the financial year ended March 31, 2026 is summarized below:

	Standalone	Consolidated
Particulars	For the year ended 31st March, 2026	For the year ended 31st March, 2025	For the year ended 31st March, 2026	For the year ended 31st March, 2025
Revenue from Operations	41,492.27	37,409.98	52,008.05	40,797.06
Other Income	81.76	70.71	149.88	74.30
Total Income	41,574.03	37,480.69	52,157.92	40,871.36
Total Expenditure	38,300.23	35,081.98	47,701.36	38,160.96
Extraordinary Items	-	140.03	(26.53)	183.47
Profit / Loss Before tax	3,272.77	2,538.75	4,430.04	2,893.89
Less: Provision for Current Tax	802.74	581.57	1,086.52	669.28
Less: Provision for Earlier Tax	145.01	37.83	145.01	37.83
Less: Provision for Deferred Tax	18.55	40.51	60.04	35.47
Net Profit / (Loss) after Tax	2,306.47	1,878.85	3,033.31	2,151.30
Basic Earnings per share (in f)	10.57	9.46	14.38	10.84
Carried to Balance Sheet	2,306.47	1,878.85	3,033.31	2,151.30

2. FINANCIAL PERFORMANCE

a) Standalone Financial performance

During the financial year under review, the Company continued its growth trajectory by strengthening its market presence, expanding its product portfolio, enhancing operational efficiencies and widening its distribution network.

The Company recorded Revenue from Operations of Rs. 41,492.27 Lakhs, as against Rs. 37,409.98 Lakhs in the previous financial year, representing a growth of approximately 10.91%.

The Total Income increased to Rs. 41,574.03 Lakhs from Rs. 37,480.69 Lakhs, while the Profit After Tax increased to Rs. 2,306.47 Lakhs, compared with Rs.1,878.85 Lakhs in the previous year, reflecting sustained improvement in operational performance and profitability.

The Standalone Financial Statements have been prepared in accordance with the provisions of the Companies Act, 2013, the Accounting Standards prescribed under Section 133 of the Act read with the Companies (Accounting Standards) Rules, 2021 and other applicable statutory requirements.

b) Consolidated Financial Statements

The Consolidated Financial Statements comprise the financial statements of the Company and its subsidiaries prepared in accordance with applicable provisions of the Companies Act, 2013 and applicable Accounting Standards.

During the year under review, the Company achieved Consolidated Revenue from Operations of Rs.52,008.05 Lakhs, as against Rs. 40,797.06 Lakhs in the previous year, registering a healthy growth of approximately 27.48%.

The Consolidated Total Income stood at Rs. 52,157.92 Lakhs, while the Consolidated Profit After Tax increased to Rs. 3,033.31 Lakhs, compared to Rs. 2,151.30 Lakhs during the previous financial year, demonstrating the successful integration of acquired businesses and continued operational excellence.

The Board believes that the Company’s diversified manufacturing capabilities, expanding distribution network, strong brand portfolio and strategic acquisitions have significantly contributed to the Company’s financial performance.

3. STATE OF THE COMPANYS AFFAIRS

FY 2025-26 marked another significant milestone in the Company’s growth journey.

During the year, the Company strengthened its presence in the Eastern Indian fast-moving consumer goods ("FMCG") sector through strategic capacity expansion, product innovation, enhanced operational efficiencies and continued expansion of its distribution network across India.

As part of its inorganic growth strategy, Madhur Confectioners Private Limited became a wholly owned subsidiary following the acquisition of the remaining minority shareholding on December 2, 2025. Further, the Company acquired 57.71% of the equity share capital of Andri Agro Foods Private Limited on June 30, 2026, making it a subsidiary of the Company. This strategic acquisition is expected to strengthen the Company’s product portfolio, manufacturing capabilities and long-term growth prospects.

Another key milestone was the continued expansion of the OFFSIDE brand, supported by a focused marketing strategy and celebrity endorsement, further strengthening the Company’s brand portfolio.

Subsequent to the close of the financial year, the Company achieved a landmark milestone with the successful migration of its equity shares from the

NSE EMERGE Platform to the Main Board of the National Stock Exchange of India Limited ("NSE"). NSE granted its approval on August 10, 2026, and the migration became effective from August 12, 2026. The Main Board listing is expected to enhance the Company’s market visibility, improve liquidity, broaden its investor base and support its long-term growth strategy.

The Directors remain confident that the Company’s diversified product portfolio, robust manufacturing capabilities, expanding distribution network, prudent financial management and strong corporate governance framework will continue to create sustainable long-term value for all stakeholders.

4. DIVIDEND

Considering the Company’s continued expansion plans, strategic investments, proposed capital expenditure, acquisition opportunities and working capital requirements, the Board believes that conservation of internal resources remains essential to support future growth.

Accordingly, your Directors have not recommended any dividend for the financial year ended March 31, 2026.

The provisions relating to the Dividend Distribution Policy under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are presently not applicable to the Company.

5. RESERVES AND SURPLUS

The closing balance of reserves and surplus for the Financial Year 2025-2026, after all the appropriation and adjustments is f 29,948.41 Lakhs.

Further, no amount is proposed to be transferred to the reserves and surplus of the Company for the Financial Year 2025-2026.

6. SHARE CAPITAL Authorised Share Capital:

The Authorised Share Capital of the Company is f 27,00,00,000/- (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Two Crores and Seventy Lakhs) Equity Shares of f 10/- (Rupees Ten Only) each as on March 31, 2026.

Issued, Subscribed and Paid-up Share Capital:

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs.21,82,00,000/- (Rupees Twenty-One Crores Eighty-Two Lakhs Only) comprising of 2,18,20,000 (Two Crores Eighteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each fully paid-up.

There was no change in the Authorized, Issued, Subscribed or Paid-up Share Capital of the Company during the financial year under review.

The Company has only one class of equity shares having face value of Rs. 10/- (Rupees Ten Only) each. Each equity share carries one vote and ranks pari-passu in all respects.

7. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

There were no alternation in the Memorandum of Association and Article of Association of the Company during the year under review

8. LISTING

The equity shares of the Company were listed on the NSE EMERGE Platform of the National Stock Exchange of India Limited during the financial year ended March 31, 2026.

Subsequent to the close of the financial year, the National Stock Exchange of India Limited, vide its approval dated August 10, 2026, approved the migration of the Companys equity shares from the NSE EMERGE Platform to the Main Board, which became effective from August 12, 2026.

Accordingly, as on the date of this Report, the equity shares of the Company are listed and admitted to dealings on the Main Board of the National Stock Exchange of India Limited. The Board believes that the migration to the Main Board represents an important milestone in the Companys growth journey and is expected to enhance liquidity, increase institutional participation, improve market visibility and strengthen shareholder value.

The Company has paid the applicable Annual Listing Fees to the National Stock Exchange of India Limited and continues to comply with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 and other regulatory requirements.

9. MIGRATION OF EQUITY SHARES FROM NSE EMERGE PLATFORM TO THE MAIN BOARD OF NATIONAL STOCK EXCHANGE OF INDIA LIMITED

During the financial year under review, the Board of Directors approved the proposal for migration of the equity shares of the Company from the NSE EMERGE Platform to the Main Board of the National Stock Exchange of India Limited ("NSE"), subject to the approval of the shareholders and the National Stock Exchange of India Limited.

Pursuant to the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable NSE Circulars governing migration from the SME Platform to the Main Board, the Members of the Company approved the proposed migration by way of a Special Resolution. Thereafter, the Company submitted its application along with all requisite documents to the National Stock Exchange of India Limited.

The National Stock Exchange of India Limited granted its approval for migration of the Companys equity shares from the NSE EMERGE Platform to the Main Board vide its approval dated August 10, 2026, and the migration became effective from August 12, 2026.

The Board believes that the Main Board listing marks a significant milestone in the Companys growth journey and reflects the Companys consistent financial performance, sound corporate governance practices and expanding scale of operations. The migration is expected to enhance trading liquidity, broaden the shareholder base, facilitate greater participation by institutional investors, improve analyst coverage and strengthen the Companys access to capital markets for future growth initiatives.

The Company shall continue to comply with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws governing entities listed on the Main Board of the National Stock Exchange of India Limited.

10. DECLARATION FROM INDEPENDENT DIRECTOR’S

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that they meet the criteria of acting as an Independent Director as laid down in Section 149(6) of the Companies Act, 2013.

Accordingly, the Company has taken on record the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company continues to pursue a long-term strategy of strengthening its business through both organic and inorganic growth.

As on March 31, 2026, the Company had the following subsidiaries:

Wholly Owned Subsidiaries

1. Zimba Food Private Limited (formerly known as Annapurna Snacks Private Limited)

2. UNOAP Foods Factory Private Limited

3. Madhur Confectioners Private Limited*

During the previous financial year (2024-2025), the Company acquired a 74% equity stake in M/s. Madhur Confectioners Private Limited on 26^th November, 2024 through the utilisation of proceeds raised from the issuance of equity shares to Qualified Institutional Buyers (QIBs). Consequently, M/s. Madhur Confectioners Private Limited became a subsidiary of the Company with effect from the date of acquisition.

Subsequently, during the current financial year (2025-2026), the Company acquired the remaining 26% equity stake in M/s. Madhur Confectioners Private Limited from the minority shareholders on 2^nd December, 2025. As a result, M/s. Madhur Confectioners Private Limited became a Wholly Owned subsidiary of the Company with effect from the said date.

Pursuant to the Share Purchase Agreement and completion of the transaction, the Company acquired 57.71% of the equity share capital of Andri Agro Foods Private Limited on June 30, 2026. Consequently, Andri Agro Foods Private Limited became a subsidiary of the Company with effect from the said date. The acquisition is aligned with the Company’s long-term growth strategy and is expected to strengthen its presence in the food products segment by expanding its manufacturing capabilities, product portfolio and market reach.

Associate Companies

During the financial year, the Company completed the divestment of its entire 20% equity investment in M/s. Unoeureka Foods Factory Private Limited. Accordingly, pursuant to the completion of the said transaction, M/s. Unoeureka Foods Factory Private Limited ceased to be an associate of the Company with effect from January 23, 2026.

The Company does not have any Joint Venture Companies.

Further, a statement containing the salient features of the financial statements of the Company’s subsidiaries in Form AOC-1, as prescribed under Section 129(3) of the Companies Act, 2013 read with the applicable rules, is annexed to this Report as Annexure - I.

12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Subsequent to the close of the financial year ended March 31, 2026, and up to the date of this Report, the following material events have occurred:

a. Acquisition of Andri Agro Foods Private Limited

Pursuant to the Share Purchase Agreement, the Company completed the acquisition of 57.71% of the equity share capital of Andri Agro Foods Private Limited on June 30, 2026, thereby making it a subsidiary of the Company. The acquisition is expected to strengthen the Company’s product portfolio, manufacturing capabilities and longterm growth prospects.

b. Migration to the Main Board of NSE

The National Stock Exchange of India Limited granted approval for migration of the Companys equity shares from the NSE EMERGE Platform to the Main Board on August 10, 2026, and the migration became effective from August 12, 2026. The Board believes that the Main Board listing will enhance liquidity, improve market visibility and facilitate greater participation from institutional and retail investors.

Save as stated above and elsewhere in this Report, no other material changes or commitments affecting the financial position of the Company have occurred between March 31, 2026 and the date of this Report.

13. PUBLIC DEPOSITS

During the year under review the Company has neither invited nor accepted any Public Deposit within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-II forming part of this report.

None of the Directors are disqualified as per the provisions of Section 164 of the Act and the Directors have made necessary disclosures under Section 184 and other relevant provisions of the Act.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Composition of the Board

The Board of Directors of the Company comprises professionals possessing extensive experience, diverse expertise and sound knowledge in the fields of business management, finance, corporate governance, strategy, manufacturing and administration. The composition of the Board is in conformity with the provisions of the Companies Act, 2013, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and the Articles of Association of the Company.

The composition of the Board as on March 31, 2026 was as follows:

Sl. No. Name of Director	Nature of Directorship	Category
1. Mr. Shreeram Bagla	Chairman & Managing Director	Executive Director
2. Mr. Ritesh Shaw	Whole-Time Director	Executive Director
3. Mr. Manoj Sharma	Whole-Time Director	Executive Director
4. Mr. Chandan Ghosh	Independent Director	Non-Executive Independent Director
5. Mrs. Rachna Yadav	Independent Director	Non-Executive Independent Director
6. Mr. Harish Ramanna Navarathna	Independent Director	Non-Executive Independent Director

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manoj Sharma (DIN: 00348746) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

The Board, based on the recommendation of the Nomination and Remuneration Committee, recommends his re-appointment.

b) Changes in Designation of Directors and Key Managerial Personnel

During the financial year under review, there was no appointment, resignation or cessation of any Director on the Board.

However, the following changes in designation and Key Managerial Personnel took place during the year:

Name	Effective Date	Particulars
Mr. Ritesh Shaw	March 11, 2025	Appointed as an Additional Director of the Company by the Board of Directors.
	September 26, 2025	Appointed as Whole-Time Director of the Company pursuant to the approval of the Members at the Annual General Meeting held on September 26, 2025.
Mr. Manoj Sharma	January 9, 2025	Appointed as an Additional Director and Chief Executive Officer (CEO) of the Company by the Board of Directors.
	September 26, 2025	Appointed as Whole-Time Director of the Company pursuant to the approval of the Members at the Annual General Meeting held on September 26, 2025.
	October 23, 2025	Ceased to hold the office of Chief Executive Officer (CEO) upon his resignation from the said position. He continued to serve as the WholeTime Director of the Company. The Board of Directors placed on record its appreciation for the valuable services rendered by him during his tenure as Chief Executive Officer.
Mr. Rohit Singhania	October 23, 2025	Appointed as the Chief Executive Officer (CEO) of the Company. As CEO, he is responsible for providing strategic leadership to the Company and for driving its long-term business strategy in consultation with the Board of Directors and the senior management team.

c) Key Managerial Personnel:

In accordance with the provisions of Sections 2(51), 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and consequent to the changes referred to above, the following were the Key Managerial Personnel of the Company as on March 31, 2026.

Name	Designation
Mr. Shreeram Bagla	Managing Director
Mr. Ritesh Shaw	Whole-Time Director
Mr. Manoj Sharma	Whole-Time Director
Mr. Rohit Singhania	Chief Executive Officer
Mr. Pawan Jaiswal	Chief Financial Officer
Mr. Shakeel Ahmed	Company Secretary & Compliance Officer

The Board acknowledges the significant contribution made by the Key Managerial Personnel towards strengthening the Companys operational performance, corporate governance standards and compliance framework during the year under review.

16. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors of the Company regularly meets to discuss various business, strategies, important operational & financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on various.

During the year under review, the Board of Directors of the Company duly met 7 (Seven) times respectively on:

Sr. No. Nature of Meeting	Date of Board Meeting
1. Board Meeting	18-04-2025
2. Board Meeting	29-05-2025
3. Board Meeting	25-08-2025
4. Board Meeting	23-10-2025
5. Board Meeting	14-01-2026
6. Board Meeting	16-02-2026
7. Board Meeting	27-03-2026

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 18, 2026, without the presence of Executive Directors or members of the Management.

During the meeting, the Independent Directors, inter alia:

• reviewed the performance of the NonIndependent Directors and the Board as a whole;

• reviewed the performance of the Chairman of the Company;

• assessed the quality, quantity and timeliness of information flowing between the Management and the Board;

• evaluated the effectiveness of governance processes and Board deliberations; and

• discussed the Company’s long-term strategy, business performance, risk management and succession planning.

The Independent Directors expressed satisfaction with the overall functioning of the Board and the support extended by the Management.

18. COMMITTEES OF THE BOARD

In order to ensure focused oversight and efficient governance, the Board has constituted various Committees in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Each Committee operates within the scope of its Charter approved by the Board.

The recommendations of the Committees are placed before the Board for consideration and approval, wherever required.

a. Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Listing Regulations, 2015. The Committee comprises Independent Directors and financially literate members, including one member with accounting or related financial management expertise, as required under Regulation 18(1)(c) of Listing Regulations.

The Committee comprises a majority of Independent Directors, all of whom are financially literate and possess the required expertise in finance, accounting, and corporate governance. The Chairman of the Committee is an Independent Director.

As on March 31, 2026, the composition of the Audit Committee is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non-Executive Independent Director
Harish Ramanna Navarathna	Member	Non-Executive Independent Director
Shreeram Bagla	Member	Managing Director

The Company Secretary is the Secretary to the Committee.

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. During the Financial Year under review, the Committee met 4 (Times) times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder, on the following dates:

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee (“NRC”) of the Company has been constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

As on March 31, 2026, the composition of the Nomination and Remuneration Committee is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non-Executive Independent Director
Harish Ramanna Navarathna	Member	Non-Executive Independent Director
Rachna Yadav	Member	Non-Executive Independent Director

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Committee met 2 (Two) times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder, on the following dates:

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee (SRC) of the Company is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

As on March 31, 2026, the composition of the Stakeholders Relationship Committee is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Harish Ramanna Navarathna	Chairperson	Non-Executive Independent Director
Shreeram Bagla	Member	Managing Director
Manoj Sharma	Member	Whole-Time Director

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Committee met 1 (One) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder, on the following dates:

d. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee (CSR) of the Company is constituted in compliance with the provisions of Section 135 of the Companies Act, 2013 and relevant Regulation of the Listing Regulations.

As on March 31, 2026, the composition of the Stakeholders Relationship Committee is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Rachna Yadav	Chairperson	Independent Director
Ritesh Shaw	Member	Whole-Time Director
Manoj Sharma	Member	Whole-Time Director

During the Financial Year under review, the Committee met one (1) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

19. BOARD EVALUATION: -

Pursuant to the provisions of the Companies Act, 2013, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se Board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual Directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and Committee meetings, acquaintance with business, communication interse Board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board, and feedback was given to the Directors. The performance of each Directors was satisfactory.

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

A separate meeting of the Independent Directors of the Company was held on 18^th March, 2026, pursuant to Clause VII of Schedule IV to the Act,

To:

1. Review the performance of the NonIndependent Directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, considering the views of the Executive Directors and Non-Executive Directors.

The Independent Directors expressed satisfaction over the performance of all the Non-Independent Directors and the Chairman.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

20. REMUNERATION POLICY: -

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties. The said policy is available on the website of the Company at https://www.annapurnasnacks.in/investors/policy-list.

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2025-2026 was in accordance with the Nomination and Remuneration Policy of the Company. Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules”) relating to the remuneration and other details as required are appended as ‘Annexure III to the Report. The said information is available for inspection through electronic mode. Any member interested in obtaining a copy of the said statement may write to the Company Secretary and the same shall be furnished upon such request.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Consequent upon the migration of the Company’s equity shares to the Main Board of the National Stock Exchange of India Limited with effect from August 12, 2026, the Company shall comply with the applicable Business Responsibility and Sustainability Reporting requirements as and when they become applicable under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

22. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with section 134(5) of the Companies Act, 2013 (hereinafter referred to as the “Act”), the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on 31^st March, 2026 and of the Profit of the Company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on a going concern basis.

d. The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

e. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. AUDITORS & REPORTS

Statutory Auditor and Statutory Audit Report:

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm Registration No. 330054E), were appointed as Statutory Auditors of the Company from the conclusion of 2nd Annual General Meeting (AGM) of the Company till the conclusion of 7th AGM.

The Statutory Auditors M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm Registration No. 330054E), have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act/relevant statute.

The Statutory Auditors’ Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors’ Report are self-explanatory and, therefore, do not call for any further comments.

Secretarial Auditor and Secretarial Audit Report:

During the year under review, M/s. M Shahnawaz & Associates (Membership No. 21427, C.P. No: 15076) - Practicing Company Secretary having Firm Regn. No.: S2015WB331500, Membership No. 21427, resigned from the position of Secretarial Auditor of the Company vide resignation letter dated 05^th February, 2026, giving rise to a casual vacancy.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable statutory provisions, the Board of Directors, based on the recommendation of the Audit Committee, at its meeting held on February 16, 2026, appointed M/s. Mohit Vanawat & Associates, Practising Company Secretaries (Firm Registration No. P2014RJ037700, Membership No. F11834 and Certificate of Practice No. 16528), as the Secretarial Auditor of the Company to fill the casual vacancy caused by the resignation of the previous Secretarial Auditor. Further, the Board recommended their appointment for a term of five (5) consecutive financial years, commencing from the financial year 2025-2026 and continuing up to the financial year 2029-2030, subject to the approval of the Members at the ensuing Annual General Meeting.

The Company has received the necessary consent and eligibility certificate from M/s. Mohit Vanawat & Associates confirming that their appointment, if approved, would be in accordance with the applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 in Form MR-3 is annexed herewith as Annexure - IV and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditors

M/s. Vishal K Gupta & Co. Chartered Accountants (FRN: 327842E), is the Internal Auditors of the Company.

24. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 will be available on the Companys website at https://www.annapurnasnacks.in/investors/annu al-reports.

25. RELATED PARTY TRANSACTIONS

The Company has entered into related party transaction in ordinary course of business and at arms length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- V to this Report.

26. LOANS, INVESTMENTS & GURANTEE

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013, are disclosed in the notes to account to the financial statements for the financial year 20252026.

The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013 in respect of all such transactions undertaken during the financial year.

27. RISK MANAGEMENT

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated. Annapurna recognises the inherent link between risk and opportunity. The Company leverages a data- driven approach to identify products and processes aligned with current industry standards, ensuring balanced risk-taking for sustainable growth.

The business operates with a dynamic environment with evolving customer needs and inherent risks. These risks can have short term and long term implications, and the risk landscape is constantly in flux.

Annapurna employs proactive risk management strategy focused on early identification and mitigation. Root cause analysis addresses current operational risks while vigilantly scanning the external ecosystem for potential threats. This allows them to develop effective mitigation strategies that minimise business disruptions.

28. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

To meet the requirement under Section 177(9) and (10) of The Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism/Whistle Blower Policy with a view to provide a vigilance mechanism for the Directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company’s Directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee’s reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company’s website at http://www.annapurnasnacks.in. No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 20252026.

There were no instances of reporting under the Whistle Blower.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company remains committed to conducting its business in a socially responsible and sustainable manner and continues to undertake initiatives for the benefit of society and the communities in which it operates. In furtherance of this commitment, the Company undertakes Corporate Social Responsibility ("CSR") initiatives in accordance with the provisions of Section 135 of the Companies Act, 2013 ("the Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Pursuant to the provisions of Section 135 of the Act, the Company has constituted a Corporate Social Responsibility ("CSR") Committee of the Board. The CSR Policy of the Company provides the guiding framework for identifying, implementing and monitoring CSR initiatives in the areas specified under Schedule VII to the Act.

During the financial year under review, the Company’s CSR obligation amounted to Rs.38.73 lakhs. Against the said obligation, the Company incurred Rs.5.40 lakhs towards eligible CSR activities, primarily relating to the promotion of education and training and eye care for the underprivileged. Consequently, an amount of Rs.33.33 lakhs remained unspent as at 31st March, 2026. The Company has appropriately recognized the aforesaid CSR obligation in its financial statements, and the Board shall ensure that the treatment and utilization of the unspent amount is carried out in accordance with the applicable provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, during the financial year 2024-25, the Company had recognised CSR expenditure of Rs.20.27 lakhs, out of which Rs.5.65 lakhs was spent during the year and Rs.14.62 lakhs remained unspent as at 31st March, 2025. The aforesaid unspent amount was subsequently utilized during March 2026 towards eligible CSR activities in accordance with the Company’s CSR Policy and the applicable provisions of the Companies Act, 2013.

The Annual Report on Corporate Social Responsibility containing the disclosures prescribed under the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, including the composition of the CSR Committee, a brief outline of the CSR Policy and details of CSR expenditure, forms Annexure VI to this Report.

The CSR Policy of the Company is available on the website of the Company at https://www.annapurnafood.in/investors/.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company’s business, risks and concerns and material developments during the financial year under review.

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure - VII.

31. CORPORATE GOVERNANCE

During the financial year under review, the Company was listed on the NSE EMERGE Platform and accordingly the provisions relating to Corporate Governance under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable. Consequent upon the migration of the Companys equity shares to the Main Board of the National Stock Exchange of India Limited with effect from August 12, 2026, the Company shall comply with all applicable Corporate Governance requirements prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from the date they become applicable.

32. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE (“POSH”)

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Our Company is an equal opportunity employer and believes in providing opportunity and key positions to women professionals. The Company has endeavoured to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions and create and maintain a healthy and conducive work environment that is free from discrimination. This includes discrimination on any basis, including gender, as well as any form of sexual harassment. Our Company has constituted Internal Complaints Committee (“ICC”) for various business divisions and offices, as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year under review, no complaints in the nature of sexual harassment were reported at workplace of the Company.

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended vide MCA notification dated 30/05/2025 and other) a summary thereof is as under:

Particulars	No of complaints
Number of complaints/cases pending at the beginning of the year.	Nil
Number of complaints/cases of sexual harassment received/filed during the year	Nil
Number of complaints/cases disposed off during the year.	N.A.
Number of complaints pending for more than ninety days	N.A.
Number of cases pending at end of the year.	N.A.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Act read with the Companies (Accounts) Rules, 2014, is given below:

A. Conservation of energy:

(i) The steps taken or impact on conservation of energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services.

(ii) The steps taken by the Company for utilizing alternate sources of energy:

Although the equipment used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment’s purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(iii) The capital investment on energy conservation equipment:

There is no capital investment on energy conservation equipment during the FY 2025-2026.

B. Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

i. The efforts made towards technology absorption: Nil

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil; and

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings - Nil

Foreign Exchange Outgo – Rs. 28398.99 Lakhs

D. Research & Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act. 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as ‘Annexure - VIII’ and the same forms part of this report.

34. INTERNAL FINANCIAL CONTROL AND ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under the authority as empowered by Board.

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. Vishal K Gupta & Co. (FRN: 327842E) Chartered Accountants, had carried out Internal Audit of the Company for the FY 2025-26.

35. DISCLOSURES RELATED TO INSOLVENCY AND BANKRUPTCY

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

36. NO DIFFERENCE IN VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

37. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

38. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board hereby affirms that, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

39. CHANGE IN THE NATURE OF BUSINESS

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

40. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

Subsequent to the close of the financial year, the Company has successfully migrated from the NSE EMERGE Platform to the Main Board of the National Stock Exchange of India Limited with effect from August 12, 2026. Accordingly, the Company shall adopt the Indian Accounting Standards (Ind AS) in accordance with the provisions of the Companies Act, 2013, the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other applicable statutory and regulatory requirements, from the financial year in which such adoption becomes mandatory pursuant to the applicable regulatory framework.

41. MAINTENANCE OF COST RECORD

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company up to 31^st March, 2026 and accordingly such accounts and records were not required to be maintained.

42. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.annapurnasnacks.in.

43. DETAILS OF FRAUD REPORTED BY THE AUDITORS: -

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

44. INVESTOR RELATIONS

The Company firmly believes that transparent, timely and effective communication with shareholders, investors, analysts and regulatory authorities is fundamental to building long-term stakeholder confidence.

The Company continues to maintain a robust investor servicing mechanism through its Registrar and Share Transfer Agent and ensures prompt redressal of investor queries and grievances.

During the financial year under review:

• investor grievances, if any, were resolved promptly;

• there were no pending investor complaints as on March 31, 2026;

• the Company complied with the applicable disclosure requirements under the SEBI Listing Regulations;

• timely disclosures were made to the National Stock Exchange of India Limited.

The Board remains committed to maintaining the highest standards of transparency, disclosure and investor engagement.

45. QUALITY, FOOD SAFETY AND REGULATORY COMPLIANCE

Being engaged in the food manufacturing business, the Company places significant emphasis on product quality, food safety and regulatory compliance.

The Company continues to maintain stringent quality control measures at all manufacturing facilities and complies with the applicable requirements of the Food Safety and Standards Authority of India (FSSAI) and other applicable regulatory authorities.

Continuous quality assurance procedures, laboratory testing and process controls are implemented to ensure that products consistently meet prescribed quality standards and customer expectations.

46. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

• Issue of Shares (including sweat Equity Shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own Shares by employees or by trustees for the benefit of employees.

47. ACKNOWLEDGEMENT AND APPRECIATION

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and Stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your Directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.

Place : Kolkata	On Behalf of the Board of Directors
Dated : 18-08-2026	For, Annapurna Swadisht Limited
	Shreeram Bagla
	Chairman & Managing Director
	DIN - 01895499