NFP Sampoorna Foods Ltd Directors Report

Dear Shareholders,

Our Directors are pleased to present the 3 rd (Third) Directors Report of NFP Sampoorna Foods Limited on the business and operations of the company together with the Audited Financial Statements for the year ended March 31, 2026.

Business Overview

NFP Sampoorna Foods Limited was incorporated under the provisions of the Companies Act, 2013 and bears the Corporate Identification Number (CIN) L10793DL2023PLC455908 . Prior to its incorporation as a company, the business was carried on as a partnership firm under the name M/s Nut and Food Processor . Pursuant to a resolution passed by the partners on October 28, 2023, the partnership firm was converted public limited company under the name NFP Sampoorna Foods Limited , and a Certificate of Incorporation was issued on December 13, 2023.

The Company is engaged in the processing of raw cashew nuts into finished cashew kernels of various grades and in the trading of cashew nuts, fox nuts (makhana) and other Nuts. The Company has established its presence across various states in India and is committed to delivering high-quality products to its customers. By focusing on product quality, operational

efficiency, and customer satisfaction, the Company aims to further strengthen and expand its presence across the country.

M/ s Nut and Food Processor was originally established as a partnership firm on October 30, 2019, by Mr. Deepak Gupta and Mr. Nitish Gupta. Subsequently, the partnership firm was acquired by the present Promoters, Mr. Yashvardhan Goel and Mr. Praveen Goel, who expanded and strengthened its business operations. Thereafter, the partnership firm was registered as a public limited company under the name NFP Sampoorna Foods Limited on December 13, 2023. Since its incorporation, the Company has continued to operate successfully under the supervision and strategic leadership of its management.

The Company follows stringent quality control measures across its operations and has obtained internationally recognized certifications, including ISO 9001:2015 and ISO 22000:2018 , demonstrating its commitment to quality management systems and food safety standards. These certifications reflect the Companys dedication to delivering premium-quality cashew products that conform to international quality standards and meet customer expectations. The Company remains committed to maintaining the highest standards of quality while continuously strengthening its market presence across India.

Financial Results

The Companys financial performance for the year under review along with previous years figures is given hereunder:

PARTICULARS	Amount (in Thousand Indian Rupees)
	On consolidated basis		On standalone basis
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	5,10611.007	-	5,08,520.581	3,56,367.419
Other income	909.307	-	754.869	1,206.746
Total Income	5,11,520.314	-	5,09,275.450	3,57,574.165
Cost of Materials Consumed	2,42,994.258	-	2,42,994.258	1,46,362.440
Purchases of Stock-in-Trade	1,48,198.362	-	1,48,198.362	1,29,740.119
Changes in inventories of Fin Goods, WIP & Stock-in-Trade	-36,367.582	-	-38,269.166	-15,526.527
Employee Benefits expenses	28,202.950	-	28,202.950	22,915.500
Finance Costs	19,027.942	-	14,033.070	9,210.540
Depreciation and amortization expenses	13,926.517	-	6,903.005	3,050.814
Other Expenses	35,174.566	-	40,923.507	25,784.866
Total Expenses	4,51,157.012	-	4,42,985.986	3,21,537.752
Profit / (Loss) before tax	60,363,301	-	66,289.464	36,036.413
Income Tax Expense:
Current Tax	16,906.483	-	16,906.483	9,338.749
Deferred Tax	-1,885.692	-	-281.056	-238.644
Provision for previous Year Tax	84.544	-	82.653	-
Profit/(Loss) for the year	45,257.967	-	49,581.384	26,936.308
Loss per equity share of face value of Rs. 10/- each
Basic& diluted loss per equity share	5.893	-	6.455	4.345

1. Financial performance and state of the Companys affairs

On a consolidated basis, revenue from operations increased to 1510,611.01 thousand in Fiscal 2026. On the standalone basis, the Company has demonstrated strong financial growth during the financial year ended March 31, 2026. Revenue from operations increased to ^ 5,08,520.58 thousand in Fiscal 2026 from ^ 3,56,367.42 thousand in

Fiscal 2025, representing a growth of 42.70%. Consequently, the Companys total income increased by 42.43% , from ^ 3,57,574.17 thousand in Fiscal 2025 to ^ 5,09,275.45 thousand in Fiscal 2026.

The Companys profitability also remained strong during the year under review. On a consolidated basis, profit before tax stood at ^ 60,363.30 thousand during Fiscal 2026, while profit after tax stood at ^45,257.97 thousand. The consolidated financial performance reflects the Companys continued business growth, increased revenue from operations and focus on operational efficiency and effective cost management.

On the standalone basis, Profit before tax increased by 83.95%, from ^36,036.41 thousand in Fiscal 2025 to ^66,289.46 thousand ix also increased by 84.07%, from ^26,936.31 thousand in Fiscal 2025 to ^49,581.38 thousand in Fiscal 2026. The growth in profitability was primarily driven by higher revenue from operations, improved business performance, and effective cost management.

The Companys Basic and Diluted Earnings Per Share (EPS) ? during Fiscal 2026 on a consolidated basis. The Companys Basic and Diluted Earnings Per Share (EPS) increased from ^4.345 in Fiscal 2025 to ^6.455 in Fiscal 2026, reflecting the improvement in its overall financial performance on the standalone basis. Going forward, the Company intends to continue focusing on operational efficiency, product quality, and market expansion to achieve sustainable and profitable growth.

2. Transfer to reserves

The Board of Directors of our Company has decided to transfer INR 4,95,81,384/- (Indian Rupees Four Crore Ninety-Five Lakhs Eighty-One Thousand Three Hundred Eighty-Four Only) amount to the Reserves during the financial year.

3. Share Capital

a. Authorized Share Capital

As on March 31, 2026, the Authorized Share Capital of the Company stood at ^14,30,00,000, divided into 1,43,00,000 Equity Shares of ^10/- (Rupees Ten only) each.

The Board of Directors approved the increase in the Authorized Share Capital of the Company from TL0,00,00,000, divided into 1,00,00,000 Equity Shares of TL0/- each, to ^14,30,00,000, divided into 1,43,00,000 Equity Shares of ^10/- each, subject to the approval of the Members of the Company. The Members approved the proposal for the increase in the Authorized Share Capital at the General Meeting held on July 29, 2025.

b. Issued, Subscribed & Paid-Up Capital

As at March 31, 2026, the issued, subscribed, and paid-up share capital of the Company stood at ^8,17,41,280 (Rupees Eight Crore Seventeen Lakh Forty-One Thousand Two Hundred Eighty only), divided into 81,74,128 (Eighty-One Lakh Seventy-Four Thousand One Hundred Twenty- Eight) Equity Shares of ^10/- (Rupees Ten only) each.

During the Financial Year 2025-26, the Company allotted 9,87,083 (Nine Lakh Eighty-Seven Thousand Eighty- Three) Equity Shares of TL0/- (Rupees Ten only) each at an issue price of TL6.21 (Rupees Sixteen and Twenty- One Paise only) per Equity Share, including a securities premium of ^6.21 (Rupees Six and Twenty-One Paise only) per Equity Share, aggregating to ^1,60,00,615.43 (Rupees One Crore Sixty Lakh Six Hundred Fifteen and

Forty-Three Paise only). The said allotment was made for consideration other than cash pursuant to a share swap arrangement, in accordance with the terms and conditions of the Share Swap Agreement dated June 30, 2025.

4. Material changes and commitment if any affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of the report

• Listing of Equity Shares: The equity shares of the Company were listed on the NSE Emerge Platform on May 25, 2026, marking a significant milestone in the Companys growth journey and enhancing its access to capital markets.

• Initial Public Offer (IPO): Pursuant to the successful Initial Public Offer, the Company allotted 44,60,000 Equity Shares having a face value of T10/- each at an issue price of ^55/- per Equity Share (including a securities premium of ^45/- per Equity Share) on May 21, 2026, aggregating to ^24,53,00,000/-. The proceeds from the issue shall be utilized in accordance with the objects of the issue as stated in the Prospectus.

• Proposed CNSL Extraction Plant: The Company is in the process of setting up a new oil extraction plant at RIICO Industrial Area, Ghilot, Neemrana, Rajasthan, for the extraction of Cashew Nut Shell Liquid (CNSL) from cashew nut shells. This project is expected to strengthen the Companys value-added product portfolio, improve resource utilization, and contribute to future revenue growth.

• Fund Deviation(s) or Variation(s) in Utilization of

IPO Proceeds: The Board of Directors, at its meeting, approved, subject to the approval of the Members of the Company and in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the proposed variation in the utilization of the proceeds from the Initial Public Offer (IPO). Pursuant to the proposed variation, an amount of ^1,81,559.66, which was originally earmarked for the repayment of certain borrowings as disclosed in the Prospectus, is proposed to be reallocated towards meeting the working capital requirements of the Company.

5. Secretarial Standard

The Directors state that applicable Secretarial Standards

i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly followed by the Company.

6. Dividend

No dividend has been declared for the financial year under review, as the profits have been retained to support the future expansion and growth of the Company.

7. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the previous years.

8. Holding/Subsidiaries/Joint Venture/Associate Companies

During the reporting period, the Company has one wholly owned subsidiary, named Yashvardhan Food Industries Private Limited

As on the date of this Report, the Company does not have any holding company, joint venture or associate company within the meaning of the Companies Act, 2013.

A statement containing salient features of the financial statements of the subsidiary company in Form AOC-1 forms part of the Annual Report.

9. Related party transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

The particulars of contracts or arrangements made with related parties in AOC-2 are furnished in Annexure-II.

10. Statement concerning Development and Implementation of Risk Management Policy of the Company

The Company does not perceive any material risks having regard to the nature and size of its operations. However, as a matter of good corporate governance and in line with best practices, the Company is in the process of formulating and implementing a Risk Management Policy to identify, assess, monitor, and mitigate potential risks that, in the opinion of the Board of Directors, may threaten the existence or growth of the Company.

11. Evaluation by Board of its own performance, its Committees and Individual Directors.

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non-Independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

• Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

• Objectivity and independence;

• Level of awareness and understanding of the Companys business;

• Professional conduct of the directors in various meetings of the Board and its committees;

• Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company.

12. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any.

(v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

13. Statutory Auditors, their Report and Notes to Financial Statements

M/s Ajay K. Kapoor & Company, Chartered Accountants (Firm Registration No. 013788N), were appointed as the Statutory Auditors of the Company for a term of five consecutive years, commencing from April 1, 2024, to March 31, 2029, and shall hold office from the conclusion of the Annual General Meeting held in the year 2024 until the conclusion of the Annual General Meeting to be held in the year 2029.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

14. Cost Audit

The Cost Audit as stipulated in Companies (Audit and Auditors) Rules, 2014 is not applicable to our Company.

15. Secretarial audit

The Secretarial Audit as required in Section 204 of the Companies Act 2013 is not applicable to our Company.

16. Internal Audit

The provisions of Section 138 of the Companies Act, 2013 pertaining to the appointment of Internal Auditors is not applicable to our Company.

17. Committees of Board

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Disclosure of Composition of Audit Committee

In compliance with good corporate governance practices, although the provisions of Section 177 of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013, are not applicable to the Company, the Company has voluntarily constituted an Audit Committee and established a Vigil Mechanism Policy.

Composition of Audit Committee:

The Audit Committee has been re-constituted with the following members:

Name	Designation	Nature of Directorship
Priyanka Poddar	Chairman	Independent Director
Ankur Sharma	Member	Independent Director
Yash Vardhan Goel	Member	Executive Director

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year ended March 31, 2026, Nine (9) meetings of the Committee were held 16.06.2025, 31.08.2025, 24.09.2025, 26.09.2025, 23.12.2025, 08.01.2026, 09.01.2026,

06.02.2026 and 07.02.2026 and the necessary quorum was present at all the meetings.

Nomination and Remuneration Committee

The Company has re-constituted a Nomination and Remuneration Committee in accordance with the provisions of the Companies Act, 2013, to oversee the nomination of Board members and senior management and to ensure fair and transparent policies for remuneration.

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

Name	Designation	Nature of Directorship
Ankur Sharma	Chairman	Independent Director
Priyanka Poddar	Member	Independent Director
Praveen Goel	Member	Non-Executive Director

During the financial year ended March 31, 2026, two (2) meetings of the Committee were held 01.10.2025 and

05.02.2026 and the necessary quorum was present at all the meetings.

Stakeholders Relationship Committee

The Committee oversees and reviews matters relating to the redressal of grievances of shareholders, debenture holders and other security holders, including complaints related to transfer/transmission of shares, non-receipt of annual reports, non-receipt of declared dividends and other investor-related matters.

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

Name	Designation	Nature of Directorship
Praveen Goel	Chairman	Non-Executive Director
Ankur Sharma	Member	Independent Director
Yash Vardhan Goel	Member	Executive Director

During the financial year ended March 31, 2026, two (2) meetings of the Committee were held 01.10.2025 and

25.03.2026 and the necessary quorum was present at all the meetings.

18. Vigil Mechanism Policy

The Company has also established a Vigil Mechanism Policy, which provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Companys code of conduct or ethics policy. The mechanism provides adequate safeguards against victimization of persons who use such a mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

The Audit Committee oversees the functioning of this Vigil Mechanism and ensures that all reported concerns are appropriately investigated and addressed.

The Board of Directors is committed to maintaining the highest standards of transparency and integrity and will continue to ensure that these principles are upheld

19. Directors and Key Managerial Personnel

Board of the Directors is duly constituted. Following is the composition of the Board:

S.N	DIN	Name	Designation
1.	01914107	Praveen Goel	Non-Executive Director and Chairman
2.	02525953	Anju Goel	Whole-Time Director
3.	10425908	Yash Vardhan Goel	Managing Director
4.	10481007	Priyanka Poddar	Independent Director
5.	10481275	Ankur Sharma	Independent Director
6.	AAFPG5263N	Anil Kumar Gupta	Chief Financial Officer
7.	FFJPB1475M	Babli	Company Secretary and Compliance officer

During the year under review, Mr. Rajesh Arora resigned from the position of Independent Director of the Company with effect from February 5, 2026. The Board placed on record its sincere appreciation for his valuable guidance and contributions during his tenure as Independent Director of the Company.

Further, based on the recommendation of the Nomination and Remuneration Committee, Ms. Priyanka Poddar was appointed as an Independent Director of the Company with effect from February 5, 2026, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Retire by Rotation:

Mr. Yash Vardhan Goel (DIN: 10425908), Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Yash Vardhan Goel has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related

to appointment of above directors for the approval of shareholders of the company.

20. Directors Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, Our Directors confirm that:

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. Details of Board meetings

During the year, 31 (Thirty-One) number of Board meetings were held, details of which are given below:

S. No.	Date of the meeting		No. of Directors attended the meeting			Name of Directors attended the meeting
						1. Praveen Goel
1	2 nd April, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
2	13 th May, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
3	23 rd May, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
						2. Anju Goel
4	16 th June, 2025		Five			3. Yash Vardhan Goel
						4. Rajesh Arora
						5. Ankur Sharma
						1. Praveen Goel
5	23 rd June, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
6	28 th June, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
7	30 th June, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
8	1 st July, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
9	14 th July, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
10	08 th July, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
						2. Anju Goel
11	31 st August, 2025		Five			3. Yash Vardhan Goel
						4. Rajesh Arora
						5. Ankur Sharma
						1. Praveen Goel
12	16 th September, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
						1. Praveen Goel
						2. Anju Goel
13	24 th September, 2025		Five			3. Yash Vardhan Goel
						4. Rajesh Arora
						5. Ankur Sharma
						1. Praveen Goel
						2. Anju Goel
14	29 th September, 2025		Five			3. Yash Vardhan Goel
						4. Rajesh Arora
						5. Ankur Sharma
						1. Praveen Goel
15	01 st October, 2025		Three			2. Anju Goel
						3. Yash Vardhan Goel
							1. Praveen Goel
16	18 th December, 2025		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
17	23 rd December, 2025		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
18	05 th January, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
							2. Anju Goel
19	07 th January, 2026		Five				3. Yash Vardhan Goel
							4. Rajesh Arora
							5. Ankur Sharma
							1. Praveen Goel
					2. Anju Goel
20	8 th January, 2026		Five				3. Yash Vardhan Goel
							4. Rajesh Arora
							5. Ankur Sharma
							1. Praveen Goel
21	15 th January, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
							2. Anju Goel
22	19 th January, 2026		Five				3. Yash Vardhan Goel
							4. Rajesh Arora
							5. Ankur Sharma
							1. Praveen Goel
23	05 th February, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
24	05 th February, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
							2. Anju Goel
25	06 th February, 2026		Five				3. Yash Vardhan Goel
							4. Mrs. Priyanka Poddar
							5. Ankur Sharma
							1. Praveen Goel
26	12 th February, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
							2. Anju Goel
27	16 th February, 2026		Five				3. Yash Vardhan Goel
							4. Rajesh Arora
							5. Ankur Sharma
							1. Praveen Goel
28	17 th February, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
29	20 th February, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
30	06 th March, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel
							1. Praveen Goel
31	20 th March, 2026		Three				2. Anju Goel
							3. Yash Vardhan Goel

22. Declaration by independent directors

In accordance with the provisions of Section 149(6) of the Companies Act, 2013, and the rules made thereunder, the Company has received declarations from the following Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and are not disqualified from continuing as Independent Directors of the Company:

Mr. Priyanka Poddar - Independent Director

Mr. Ankur Sharma - Independent Director

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent

Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

23. Significant and material orders passed by the regulators

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations.

24. Deposits

Our Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014.

25. Particulars of Loans given, Investment made, Guarantees given and Securities Provided

The Company has given guarantee to other companies in compliance with section 186 of the Companies Act, 2013 during the period under review.

S. No.	Particulars	Amount (in Lakhs)
1.	Corporate Guarantee given in favour of AU Small Finance Bank Limited for credit facility availed by Yashvardhan Food Industries Private Limited under letter of Guarantee dated 27.03.2026	950

26. Corporate Governance Report

Our Company, NFP Sampoorna Foods Limited has listed its securities on NSE Emerge Platform which falls under the ambit of exemption provided to SME listed companies, therefore the compliance with the Corporate Governance provision specified in the applicable Regulation shall not be applicable to the Company.

27. Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34 read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of the Annual Report of applicable listed entities.

Since the equity shares of the Company are listed on the NSE Emerge Platform (SME Platform), the provisions of Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company in terms of Regulation 15(2) of the said Regulations. Accordingly, the Management Discussion and Analysis Report is not required to be annexed to this Directors Report.

28. Separate Meeting of Independent Directors.

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of Companies Act, 2013 on 01 st October, 2025 and 25 th March, 2026 at Registered office of the Company at Ground Floor, Plot No 70, B3A & B3B, Rama Industrial Area, Kirti Nagar, New Delhi - 110015 to evaluate their performance.

29. Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (the Act) and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return is available on the Companys website. Stakeholders can access the detailed extract of the Annual Return for the financial year at the following link:

https://www.sampoornanuts.com/

30. Corporate Social Responsibility

As the provisions of Section 135 are not applicable, the Company has not made any policy on the corporate social responsibility.

31. Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 143(12) of the Companies Act, 2013.

32. Independent Directors Declaration

The Company has received the necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and that they have complied with the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 relating to registration with the Independent Directors Databank, wherever applicable.

The Board is of the opinion that the Independent Directors

of the Company possess the requisite integrity, expertise, experience and proficiency as required under the provisions of the Companies Act, 2013 and are independent of the management.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

33. Performance Evaluation

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and other applicable laws.

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo

(a) Conservation of energy

(i)	the steps taken or impact on conservation of energy	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii)	the steps taken by the company for utilizing alternate sources of energy
(iii)	the capital investment on energy conservation equipments

(b) Technology absorption

(i)	the efforts made towards technology absorption	Since the Company does not fall under any of the industries covered by the Companies (Accounts) Rules, 2014. Hence, the requirements of disclosure in relation to the Conservation of Energy and Technology Absorption are not applicable to it.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution
(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
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	NIL

(c) Foreign exchange earnings and Outgo

Foreign Currency	USD	INR
Inflow	22,190.00	19,02,348.70
Outflow	15,63,715.00	13,90,03,480.00

34. Particulars of Employees

During the financial year under review, none of the employees of the Company was in receipt of remuneration in excess of the limits prescribed under the said Rules. Accordingly, no disclosure is required to be made in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

35. Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has implemented a robust policy for the prevention of sexual harassment at the workplace. The policy aims to create a safe working environment for all employees, free from discrimination and harassment of any kind, and to promote a culture of respect and dignity.

The Company has in place a Policy on Prevention of Sexual Harassment at the Workplace, which is available to all employees. The policy aims to provide protection against sexual harassment and lays down a transparent mechanism for the prevention, prohibition and redressal of complaints relating to sexual harassment at the workplace.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

36. Website Disclosure

The Company maintains an updated website at https://www.sampoornanuts.com/ , which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

37. General

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

(1) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(2) Issue of shares (including sweat equity shares and ESOS/ESOP) to employees of the Company under any scheme.

(3) 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.

38. Acknowledgement

Our Directors place on record their appreciation for the contribution of employees at all levels towards the growth and performance of the Company.

Our Directors also thank the clients, vendors, bankers, shareholders and advisors of the Company for their continued support.

Our Directors also thank the Central and State Governments and other statutory authorities for their continued support.

For NFP Sampoorna Foods Limited

	Sd/-	Sd/-	Sd/-
	Yash Vardhan Goel	Anju Goel	Babli
	(Managing Director)	(Whole Time Director) DIN: 10425908	(Company Secretary) DIN: 02525953
Date: 24.08.2026 Place: New Delhi