Freshara Agro Exports Ltd Directors Report

To The Members, Freshara Agro Exports Limited (Earlier known as Freshara Picklz Exports, erstwhile partnership firm)

Your Directors have pleasure in presenting the 3rd (Third) Annual Report of Freshara Agro Exports Limited (the Company) together with the Audited Financial Statements for the financial year ended March 31, 2026. This report states compliance as per the requirements of the Companies Act, 2013 (the Act), the Secretarial Standards, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and other rules and regulations as applicable to the Company.

1. PERFORMANCE AND HIGHLIGHTS

1.1. FINANCIAL PERFORMANCE AND HIGHLIGHTS:

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

Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
Revenue from operations	31,353.44	25,431.20	34,228.54	25,431.20
Other income (net)	1,086.43	623.56	1,077.53	623.56
Total Income	32,439.87	26,054.75	35,306.06	26,054.75
Less: Operating & Administrative expenses	26,628.58	21,431.08	29,198.68	21,431.08
Profit Before Depreciation Interest & Tax	5,811.29	4,623.67	6,107.38	4,623.67
Less: Depreciation and amortization expense	320.95	152.65	358.96	152.65
Finance costs	671.30	630.69	774.13	630.69
Profit before exceptional item and tax	4,819.04	3,840.33	4,974.29	3,840.33
Exceptional item	0	0	0	0
Profit before tax (PBT)	4,819.04	3,840.33	4,974.29	3,840.33
Tax expense	1,196.83	961.47	1,223.33	961.47
Profit after tax for the year (PAT)	3,622.21	2,878.86	3,750.96	2,878.86
EPS (Rs.)	15.41	14.61	15.96	14.61

During the period under review, the Companys revenue from operations stood at Rs. 31,353.44 Lakhs as against the Revenue of Rs. 25,431.20 Lakhs during the previous year ended on 31st March, 2025. This increased revenue from operations along with optimum and conservative operational expenditure has resulted in a Net Profit of Rs. 3622.21 Lakhs as against Rs. 2,878.86 Lakhs during the previous financial year. This also marks an increase in the overall profits earned by the Company at 25.82% increase than the profits earned during the previous financial year.

1.2 OPERATIONAL PERFORMANCE AND HIGHLIGHTS:

The Product wise revenue bifurcation is given below:

S.No.	Name of the Pickled Product	2025-2026 Value (in \u20b9 Lakhs)	2025-2026 In %	2024-2025 Value (in \u20b9 Lakhs)	2024-2025 In %
1	Gherkins	26,790.32	88.97%	20,759.30	82.80%
2	Baby Corns	818.00	2.72%	507.83	2.00%
3	Banderillas	648.00	2.15%	353.49	1.40%
4	Chilies, Bell Pepper and Jalapenos	477.00	1.58%	195.31	0.80%
5	Mixed Vegetable (Gherkins, Chillies, Banderillas)	1,378.00	4.58%	3,247.62	13.00%

The Company continues to strengthen its position as one of Indias leading exporters of high- quality preserved gherkins, catering to a diverse customer base across multiple international markets.

2. STATE OF COMPANYS AFFAIRS & OPERATIONS WITH FUTURE OUTLOOK:

The Revenue from the operations (including other income) during the period under review has been reported at Rs. 324.40 Crores as against the Revenue from the operations (including other income) of Rs. 260.54 Crores during the previous financial year. Your Company has also marked a net profit of around 24.51% during the period under review which shows a steady progress towards its targeted growth of 30% annual growth.

During the financial year under review, the Members of the Company had approved the issue and allotment of 23,16,000 compulsorily convertible equity share warrants on 13th March, 2026. In order to facilitate the issue of the Equity share warrants, the Company had increased its authorized share capital of the Company from Rs. 25.00 Crores to Rs. 30.00 Crores.

Leveraging our enhanced infrastructure, diversified portfolio, strong farmer partnerships, and steadily expanding global presence, the Company is poised to accelerate its growth trajectory.

3. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve account during the reporting period.

4. DIVIDEND:

The Board feels that it is prudent to plough back the profits for future growth, value addition to the company and for forming a strong business base so that revenue flows from many channels. Therefore, the Directors of your Company have decided not to recommend any dividend for the financial year 2025- 26.

5. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Towards this, the Board has formed a Risk Management Committee and the Company at regular intervals monitors the financial, operational, legal risk to the Company through procedures like audit, inspections etc. Your Company has also adopted Risk Management policy which is available in the link https://www.fresharaagroexports.com/investor- center/policies. The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the RMC and the management have not found any risk, which in the opinion of the Board may threaten the existence of the Company.

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the period under review, there is no unpaid/unclaimed dividend which is required to be transferred to IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. CHANGE IN CAPITAL STRUCTURE:

The Companys shares are listed on NSE EMERGE platform with ISIN:INEOSFWO1015 & NSE Symbol: FRESHARA.

UTILIZATION OF IPO PROCEEDS:

(Amount in Rs Lakhs)

S.No	Object as disclosed in Offer Document	Amount disclosed in the offer document (Rs. In Lakhs)	Amount Utilised as at March 31,2025	Amount Utilised from April 01,2026 to March 31,2026	Unutilised Amount as at March 31,2026
1	Capital Expenditure	879.97	747.39	132.58	Nil
2	Issue related expenses	300.00	300.00	-	Nil
3	General Corporate Purposes	759.10	759.10	-	Nil
4	Working Capital	5,600.00	2,800.00	2,800.00	Nil

The company confirms that there have been no deviations or variations on the utilization of proceeds raised through IPO.

7.1 AUTHORISED SHARE CAPITAL:

The authorized capital of your Company as on 31st March, 2026 stood at Rs. 30,00,00,000/- consisting of 3,00,00,000 Equity shares of Rs.10/- each.

7.2 ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL AND ALLOTMENTS:

The Issued, Subscribed and Paid- up capital of the Company as on 31st March, 2026 stood at Rs. 23,49,92,000/- consisting of 2,34,99,200 Equity shares of Rs. 10/- each.

The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise during the year under review. The Company has not bought back any of its securities during the year under review. The Company has not issued any Sweat Equity Shares during the year under review. No Bonus Shares were issued during the year under review. The Company has not provided any Stock Option Scheme to the employees. There were no Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company. During the year under review, the Company at its Board Meeting held on 13th March, 2026 has allotted issued 23,16,000 (Twenty- Three Lakhs Sixteen Thousand) Equity Share Warrants at an issue price of 168/- per warrant, aggregating to 38,90,88,000/- (Rupees Thirty- Eight Crores Ninety Lakhs Eighty- Eight Thousand only). Each warrant is convertible into one Equity Share of the Company within a period of 18 months from the date of allotment, subject to the terms and conditions of the issue. As at 31st March 2026, all 23,16,000 warrants remained outstanding and no warrants had been converted into Equity Shares. As on 31st March 2026, except Mr. Junaid Ahmed (Chairman and Managing Director) none of the Directors of the Company held instruments convertible into equity shares of the Company.

LOCK-IN DETAILS:

As on 31.03.2026, the following equity shares held by the shareholders are under lock- in as per SEBI regulations:

Category	No. of Shares Locked-in	As a % of Total Shares Held
Promoter Group	1,06,80,000	72.62%
Public	3,15,600	100%

8. CHANGE IN NATURE OF THE BUSINESS:

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

9. HUMAN RESOURCE DEVELOPMENT:

The Company sees its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful and relevant and competitive in managing the change constructively for overall growth of the organization. To this end the companys approach and efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. The Company believes that the success of an organization largely depends on the quality of its workforce. Employee relations remained cordial and peaceful throughout the year.

10. HEALTH, SAFETY AND ENVIRONMENT:

Safety pertains to protecting the health and well- being of employees, visitors and other stakeholders involved in an organizations activities. Your Company is committed to take adequate measures related to environment, employee health and safety. It is our responsibility to provide a workplace free from accidents, injuries and exposure to hazardous substances, conserve natural resources and prevent pollution to protect the environment. Some of the key initiatives taken by the Company are:

1. Usage of LED lights in all the factory units for reducing energy consumption.

2. The Company has 100 kW of solar power at Production Facility-ll and a 250 kW installation underway at Production Facility-ll, supporting energy efficiency and sustainable operations.

3. Enhanced CCTV coverage area at all factories to strengthen our surveillance system.

4. Conducted awareness program to prevent sexual harassment of women.

5. The Company conducted a Fire Safety Awareness Program during the year. The initiative aimed to educate employees on fire prevention measures, safe evacuation procedures, and emergency response protocols, thereby strengthening the overall safety culture within the organization.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - I.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 (3) (c) of the Companies Act, 2013, the Directors of your Company confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied 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 at the end of the financial year and of the profit of the company for that period;

(iii) proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls have been laid down and that such internal financial controls are adequate and are operating effectively; and

(vi) proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

13. QUALITY INITIATIVES:

The Company has processing facility that is equipped with state of the art quality control measures and an optimum packaging utility system, ensuring a high standard of production and supervision. Moreover, for product testing, we use our own laboratory inside the processing facility with a dedicated team. The Company holds certifications/registrations including IFS Food, BRCGS Food Safety, Star- K Kosher Certification, Halal Certification and FSSAI. The Company also holds various accreditations and recognitions, including APEDA registration, Authorised Economic Operator (AEO) status and is recognised as a Two Star Export House by Directorate General of Foreign Trade (DGFT) under the Foreign Trade Policy.

14. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES:

During the year, your Company took a significant step in its global expansion journey by establishing its presence in the European market through the acquisition of two wholly owned subsidiaries in Spain, as detailed below:

Name of the Company	% of Shareholding
Conservas Selectas Espaolas, S.L.	100
Gandin Invest, S.L.	100

The details of the subsidiaries of the Company, as required under the Companies Act, 2013, are provided in Form AOC- 1, which is attached to this Report as Annexure - II.

BUSINESS DEVELOPMENT AND STRATEGIC INITIATIVES:

During FY 2025- 26, Freshara Agro Exports Limited expanded its international footprint through the acquisition of Aceitunas Sarasa, S.A.U., a Spain- based olive processing company, through its wholly owned subsidiaries, Conservas Selectas Españolas, S.L. and Gandin Invest, S.L.

Conservas serves as the operating entity, took over the relevant inventory, production and operations associated with Aceitunas Sarasa S.A.U, pursuant to a court- approved insolvency process, while Gandin Invest serves as the infrastructure- holding entity supporting the production operations in Spain. This strategic initiative strengthens the Companys presence in the European market and complements its existing gherkin and pickled vegetable business.

15. MATERIAL CHANGES AND COMMITMENTS:

There is no material change and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relates and the date of the report.

16. PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS:

The details of programme for familiarization of independent directors of the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Companys website www.fresharaagroexports.com

17. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of Directors consists of:

S.No.	Name of the Director	DIN	Designation	Date of appointment
1	Mr. Junaid Ahmed	01917569	Chairman and Managing Director	22.11.2023
2	Mr. Iqbal Ahmed	03363277	Whole Time Director	22.11.2023
3	Ms. Asma Syed	10401500	Whole Time Director	22.11.2023
4	Mr. Gnanasambandam Venkatraghavan	03482581	Independent Director	16.02.2024
5	Mr. Perumal Ravikumar	09683689	Independent Director	16.02.2024
6	Mr. Loganathan Karthik	10006644	Independent Director	16.02.2024

The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

A. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR AND UPTO THE DATE OF THIS REPORT

The changes in the composition of Board and KMP are as follows:

S.No.	Name of the Director	DIN	Designation	Effective date of appointment	Date of Cessation
1	Mr. Junaid Ahmed	01917569	Chairman and Managing Director	22.11.2023	-
2	Mr. Iqbal Ahmed	03363277	Whole Time Director	22.11.2023	-
3	Ms. Asma Syed	10401500	Whole Time Director	22.11.2023	-
4	Mr. Gnanasambandam Venkatraghavan	03482581	Independent Director	16.02.2024	-
5	Mr. Perumal Ravikumar	09683689	Independent Director	16.02.2024	-
6	Mr. Loganathan Karthik	10006644	Independent Director	27.03.2024	-
7	Mr. Ajay Kumar Rana	-	CS/Compliance Officer	11.06.2024	31.12.2025
9	Ms. Priyadharshini B	-	CS/Compliance Officer	01.01.2026	-

During the period under review, the Company had duly taken on record the resignation of Mr. Ajay Kumar Rana, Company Secretary / Compliance officer of the Company effective from 31st December, 2025. The Board also duly appointed Ms. Priyadharshini as the Company Secretary / Compliance officer of the Company effective from 01st January, 2026.

B. RETIREMENT BY ROTATION:

In terms of Section 152 (6) of the Companies Act, 2013 and as per Articles of Association of the Company, one third of the Directors other than Independent Directors are liable to retire by rotation at the Third Annual General Meeting of the Company. Ms. Asma Syed (DIN: 10401500), Whole Time Director, is liable to retire by rotation and being eligible, offers herself for re- appointment. Her brief profile is provided in the Notice of Annual General Meeting.

C. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received necessary Declaration from each of the Independent Directors of the Company during the year 2025- 26 confirming that they meet the criteria of Independence as prescribed under 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 (whenever applicable). The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. They have also confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company possess requisite integrity, expertise, experience and proficiency.

18. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2025- 26, 10 (ten) Board meetings were held in accordance with the provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard- 1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. The details of attendance of each Director at the Board Meetings during the year are as under:

19. COMMITTEES OF THE BOARD OF DIRECTORS:

S.No	Date of Meeting	Board Strength	No. of Directors Present
1	25.04.2025	6	6
2	22.05.2025	6	6
3	27.06.2025	6	6
4	20.08.2025	6	6
5	12.11.2025	6	6
6	04.12.2025	6	4
7	11.12.2025	6	4
8	22.12.2025	6	4
9	01.01.2026	6	4
10	13.03.2026	6	6

The details of attendance of each director at the Board Meetings are given below:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Mr. Junaid Ahmed	Chairman and Managing Director	10	10
Mr. Iqbal Ahmed	Whole Time Director	10	6
Ms. Asma Syed	Whole Time Director	10	6
Mr. Loganathan Karthik	Independent Director	10	10
Mr. Perumal Ravikumar	Independent Director	10	10
Mr. Gnanasambandam Venkatraghavan	Independent Director	10	10

The following Committees have been constituted by the Board of Directors of the Company and the terms of reference of these committees are in line with Act:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk management Committee

5. Corporate Social Responsibility Committee

6. Borrowings Committee

1. AUDIT COMMITTEE

The Company has constituted the Audit Committee as per the applicable provisions of the Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015.

The composition of Audit Committee as on March 31, 2026 and the details of meeting attended by its members during the financial year 2025- 26 are given below:

S.No	Name of Members	Designation	No. of meeting held	No. of Meeting attended
1	Mr. Loganathan Karthik	Chairperson	7	7
2	Mr. Gnanasambandam Venkatraghavan	Member	7	7
3	Mr. Perumal Ravikumar	Member	7	7
4	Mr. Junaid Ahmed	Member	7	7

The details of attendance of the Audit Committee Meetings during the year are as under:

S.No	Date of Meeting	Members Strength	No. of Members Present
1	25.04.2025	4	4
2	22.05.2025	4	4
3	20.08.2025	4	4
4	12.11.2025	4	4
5	04.12.2025	4	4
6	22.12.2025	4	4
7	13.03.2026	4	4

All recommendations of Audit Committee during the year under review were accepted by the Board of Directors. The Company Secretary acted as the secretary of the Committee.

2. NOMINATION AND REMUNERATION COMMITTEE

The Company has duly constituted the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015.

The composition of Nomination and Remuneration Committee as on March 31, 2026 and the details of meeting attended by its members during the financial year 2025- 26 are given below:

S. No.	Name of Members	Designation	No. of meeting held	No. of Meeting attended
1	Mr. Gnanasambandam Venkatraghavan	Chairperson	2	2
2	Mr. Perumal Ravikumar	Member	2	2
3	Mr. Loganathan Karthik	Member	2	2

The details of attendance of the Nomination and Remuneration Committee Meetings during the year are as under:

S.No	Date of Meeting	Members Strength	No. of Members Present
1	11.12.2025	3	3
2	13.03.2026	3	3

3. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has duly constituted the Stakeholders Relationship Committee as per the provisions of Regulation 20 of SEBI (LODR) Regulation, 2015. The composition of Stakeholders Relationship Committee as on March 31, 2026 are given below and the details of meeting attended by its members during the financial year 2025- 26 are given below:

S. No.	Name of Members	Designation	No. of meeting held	No. of Meeting attended
1	Mr. Perumal Ravikumar	Chairperson	1	1
2	Mr. Gnanasambandam Venkatraghavan	Member	1	1
3	Mr. Loganathan Karthik	Member	1	1

The details of attendance of the Stakeholders Relationship Committee Meetings during the year are as under:

S.No	Date of Meeting	Members Strength	No. of Members Present
1	13.03.2026	3	3

4. RISK MANAGEMENT COMMITTEE

The Company has formed the Risk management Committee as per the provisions of Regulation 21 of the SEBI (LODR) Regulation, 2015.

The composition of Risk management Committee as on March 31, 2026 are given below and the details of meeting attended by its members during the financial year 2025- 26 are given below:

S. No.	Name of Members	Designation	No. of meetings held	No. of meetings attended
1	Mr. Junaid Ahmed	Chairperson	2	2
2	Mr. Iqbal Ahmed	Member	2	2
3	Ms. Asma Syed	Member	2	2
4	Mr. Perumal Ravikumar	Member	2	2

The details of attendance of the Risk Management Committee Meetings during the year are as under:

S.No	Date of Meeting	Members Strength	No. of Members Present
1	20.08.2025	4	4
2	13.03.2026	4	4

5. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company has formed Corporate Social Responsibility Committee as per Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

The composition of Corporate Social Responsibility Committee as on March 31, 2026 are given below:

S. No.	Name of Members	Designation	No. of meetings held	No. of meetings attended
1	Mr. Junaid Ahmed	Chairperson	2	2
2	Mr. Iqbal Ahmed	Member	2	2
3	Ms. Asma Syed	Member	2	2
4	Mr. Perumal Ravikumar	Member	2	2

The details of attendance of the Corporate Social Responsibility Committee Meetings during the year are as under:

S. No	Date of Meeting	Members Strength	No. of Members Present
1	22.05.2025	4	4
2	13.03.2026	4	4

6. BORROWINGS COMMITTEE

The Company has constituted the Borrowings Committee to oversee and facilitate matters relating to the borrowing facilities and other financing arrangements of the Company.

S. No.	Name of Members	Designation	No. of meetings held	No. of meetings attended
1	Mr. Junaid Ahmed	Chairperson	4	4
2	Mr. Iqbal Ahmed	Member	4	4
3	Ms. Asma Syed	Member	4	4
4	Mr. Mohammed Yousuf	Member	4	4

The details of attendance of the Borrowing Committee Meetings during the year are as under:

S.No	Date of Meeting	Members Strength	No. of Members Present
1	01.07.2025	4	4
2	20.11.2025	4	4
3	19.01.2026	4	4
4	02.02.2026	4	4

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 13th March, 2026 without the presence of NonIndependent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule- IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:

(i) Performance of Non-Independent Directors and the Board of Directors as a whole;

(ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

(iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties

All the Independent Directors were present at the meeting. The observations made by the Independent Directors have been placed before the Board for their action thereon for the overall improvement of the Company.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, the Board and the Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the Committees and of Individual directors including Independent Directors by seeking their inputs on various aspects of Board/Committee Governance in its meeting held on 13th March, 2026. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc.

22. POLICY ON DIRECTORSAPPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on appointment of Directors including criteria for determining qualifications, positive attributes, independence of a Director and the policy on remuneration of Directors, KMP and other senior management is available in the web- link https://www.fresharaqroexports.com/investor- center/policies

23. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. P P N and Company (Firm Regn No: 0136235), Chartered Accountants, having office at No.2, IV Cross Street, Sterling Road, Nungambakkam, Chennai- 600034 were appointed as such at the First Annual General Meeting to hold office for a period of 5 financial years until the conclusion of the 6th Annual General Meeting of the Company to be held for the financial year 2029.

The said Statutory auditors M/s. P P N and Company (Firm Regn No: 0136235), Chartered Accountants, have forwarded a certificate to the Company stating that their continuation, if approved by the Members, would be within the limits prescribed under Section 141 of the Companies Act, 2013. Hence, the Board of Directors recommends the continuation of M/s. P P N and Company (Firm Regn No: 0136235), Chartered Accountants, as the Statutory Auditors of the Company to hold office till the conclusion of 06th Annual General Meeting (for the financial year 31.03.2029) of the Company.

There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. Further, the Auditors Report for the financial year ended 31st March, 2026 is annexed for your kind perusal and information.

24. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Anisa Suhena S, Practicing Company Secretary, Chennai, continues to be the Secretarial Auditor of the Company for the financial year 2025- 26, pursuant to her appointment for a period of five years from the financial year 2025- 26 to 2029- 30, as approved by the Members of the Company.

The Secretarial Audit Report in Form MR- 3 issued by the Secretarial Auditor of the Company for the year ended March 31, 2026 is attached to the Boards Report as Annexure- III.

25. INTERNAL AUDIT

M/s. Karrkey and Associates, Chartered Accountants, Chennai was appointed as Internal Auditor of the Company to conduct internal audit pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder.

26. COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of Companies Act, 2013 are not applicable for the business activities carried out by the Company.

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

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2025- 26, are disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for the financial year ended March 31, 2026.

28. CORPORATE GOVERNANCE

The Company adheres to the best Corporate Governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on NSE SME Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, pursuant to the amendment to Regulation 15(2)(b), Regulation 23 relating to Related Party Transactions has become applicable to the Company with effect from April 1, 2025, and the Company complies with the applicable requirements thereof.

29. ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company has in place proper system of internal financial control which is commensurate with size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner. The Audit Committee of the Board headed by the Independent Director, inter-alia, oversees the companys financial reporting process, disclosure of financial information, and reviewing the performance of statutory and internal auditors with management. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

31. RELATED PARTY TRANSACTIONS

All the Related Party Transactions which were entered into during the Financial Year 2025-26 were at arms length basis and in the ordinary course of business. Further, no materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval. The details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013 form part of this report as Annexure IV.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors, employees and other stakeholders to disclose instances of wrong doing in the workplace and report instances of unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. No complaints have been received during the year under review. The Whistle Blower Policy has been hosted on the website of your Company h ttps://www.fresharaagroexports.com/investor-center/policies

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the 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 of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the Financial Year 2025-26, the Company has not received any complaints of sexual harassment.

34. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. 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.

35. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31 st March, 2026 is available on the Companys website and can be accessed at https://www.fresharaagroexports.com/.

36. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure V to this report.

37. DEPOSITS

Your Company has not accepted any deposits as defined under Section 73 of the Companies Act, 2013 and rules framed thereunder.

38. BORROWINGS

As on 31 st March 2026, an amount of Rs. 128.43 Crore is outstanding towards borrowings, which comprises of both secured and unsecured loans.

39. CORPORATE SOCIAL RESPONSIBILITY

The Company has a Corporate Social Responsibility Committee with the following members:

S.No.	Name of the members	Designation
a.	Mr. Junaid Ahmed	Chairman
b.	Mr. Iqbal Ahmed	Member
c.	Ms. Asma Syed	Member
d.	Mr. Perumal Ravikumar	Member

The Company has a policy on Corporate Social Responsibility and the same has been posted on the website of the Company at https://www.fresharaagroexports.com/investor-center/policies . The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - VI, which forms part of this Report.

40. POLICIES OF THE COMPANY

In compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, the Company has adopted various policies to ensure transparency, ethical conduct, and good governance. These policies are available on the Companys website at: https://www.freshoroogroexports.com/investor-center/policies:

List of Policies:

1. Dividend Distribution Policy

2. Corporate Social Responsibility (CSR) Policy

3. Nomination and Remuneration Policy

4. Familiarization Programme for Independent Directors

Policy on Board Diversity

41. Prevention of Insider Trading Code

42. Risk Management Policy

43. Related Party Transaction Policy

44. Code of Business Conduct for Board Members and Senior Management Personnel

45. Whistle Blower Policy

46. Prevention of Sexual Harassment Policy

47. Materiality Policy

48. Policy for Determining Material Events or Information

49. Policy for Determining Material Subsidiaries

50. Policy for Preservation of Documents and Archival Policy

5. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

6. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made thereunder.

7. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

8. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institution.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated In Rule 34(2)(e) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure-VN and forms part of this Annual Report.

10. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Pursuant to Para F of Schedule V of SEBI (LODR) Regulations 2015, there are no shares held in the Demat Suspense Account or Unclaimed Suspense Account.

47. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express the gratitude to all the investors, customers, vendors, farmers, business associates, advisors, financial institutions, Regulatory and Government Authorities and all other stakeholders for their cooperation, encouragement and continued support extended to the Company. The Directors also acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.

	On behalf of the Board For Freshara Agro Exports Limited
	Junaid Ahmed
	Chairman & Managing Director
	DIN: 01917569
	Iqbal Ahmed
	Whole time Director
	DIN: 03363277
Place: Chennai
Date: 21 st May, 2026