Dear Shareholders,
Patel Retail Limited
Your Directors are pleased to present this 19th Annual Report of Patel Retail Limited (hereinafter referred to as the "Company" or Patel R Mart") along with the Audited financial statements for the financial year ended on, March 31, 2026.
As our valued partners in the Company, we share our vision for growth with you. Our core principles combine realism and optimism, which have been, and will continue to be, the driving force behind all our future efforts.
Financial Summary:
The Audited Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS"), Companies Act, 2013 & its rules and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the said "SEBI Listing Regulation").
The summarized financial highlight is depicted below:
(In Lakhs)
| Particulars | Standalone 2025-2026 | Standalone 2024-2025 |
| Revenue from operations | 1,048,832.93 | 82,069.29 |
| Other Income | 1,096.50 | 529.72 |
| Total Income | 1,059,929.42 | 82,599.01 |
| Total Expenses | 1,00,687.38 | 79,166.20 |
| Profit/(Loss) before exceptional items and tax | 5,242.04 | 3,432.80 |
| Exceptional Items | - | - |
| Net Profit Before Tax | 5,242.04 | 3,432.80 |
| Provision for Tax | ||
| - Current Tax of Current Year | 1,374.87 | 928.70 |
| - Current Tax of Earlier Year | (8.71) | 3.39 |
| - Deferred Tax of Current Year | (29.01) | (27.10) |
| - Deferred Tax of Earlier Year | - | - |
| Total Tax Expenses | 1,337.16 | 904.99 |
| Profit for the period/Year | 3,904.89 | 2,527.81 |
| Total Other comprehensive Income (OCI), Net off tax | (6.87) | (10.70) |
| Total Comprehensive Income for the Period/ year | 3,898.02 | 2,517.11 |
| Earnings per equity share (for continuing operation): | ||
| - Basic | 13.03 | 10.30 |
| - Diluted | 13.03 | 10.30 |
Note:
The above figures are extracted from the audited standalone financial statements of the Company prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the "Ind AS"). Except as stated above, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year and the date of this report. There has been no change in nature of business of your Company.
Companys performance and state of affairs:
PERFORMANCE HIGHLIGHTS
The Financial Year 2025-26 was a landmark year in the growth journey of Patel Retail Limited, marked by strong operational performance, significant expansion of the retail network, successful completion of the Initial Public Offering, the listing of the Companys equity shares on the BSE Limited and the National Stock Exchange of India Limited and continued growth across both the Retail and Manufacturing & Processing business segments.
The Company continued to strengthen its position as one of the leading value retail chains in the Mumbai Metropolitan Region Development Authority (MMRDA) region while simultaneously expanding its manufacturing, processing and export operations. The Companys integrated business model, comprising retail operations, private label products, agro-processing facilities and the export business, enabled sustainable growth and enhanced profitability during the year.
Key Financial Highlights
During the Financial Year 2025-26, the Company achieved its highest-ever financial performance since inception and recorded robust growth across key financial parameters.
| Metric | FY26 | FY25 | Growth |
| Total Income | 1,05,929.42 lakhs | 82,599.01 lakhs |
28.25% |
| Revenue from Operations | 1,04,832.93 lakhs | 82,069.29 lakhs | - |
| EBITDA |
8,308 lakhs |
- | - |
| Profit Before Tax (PBT) | 5,242.04 lakhs | 3,432.80 lakhs |
52.70% |
| Profit After Tax (PAT) | 3,904.89 lakhs | 2,527.81 lakhs |
54.48% |
| Earnings Per Share (EPS) | 13.03 | - | - |
Retail Business Performance
The retail business continued to remain a key growth driver for the Company during the year. The Company adopted a cluster-based expansion strategy across the MMRDA region, enabling improved operational efficiencies, enhanced customer reach and stronger market penetration.
Key retail achievements during FY 2025-26 include:
Manufacturing, Processing and Private Label Business
The Companys backward integration strategy continued to support margin expansion and business diversification. Through its manufacturing and processing facilities located at Ambernath and Kutch, the Company strengthened its presence in value-added FMCG products and private label offerings.
The Companys private label portfolio, comprising the following brands:
continued to gain customer acceptance and contributed meaningfully to revenue and profitability. Private label products accounted for a significant portion of retail sales and supported higher gross margins compared to third-party branded products.
Directors Report
Export Business Performance
The export business continued to demonstrate steady growth during the year. The Company expanded its international footprint and supplied products to customers across more than 35 countries.
During the year, the Company also received authorization from the Directorate General of Foreign Trade (DGFT) for export of wheat flour and related products, creating additional opportunities for expansion in international markets and strengthening the Companys export portfolio.
Operational Highlights
Some of the key operational achievements during the year include:
Outlook
The Company remains focused on expanding its retail footprint, strengthening its private label portfolio, enhancing manufacturing and processing capabilities, increasing exports and leveraging technology-driven retail solutions. Supported by a strong brand presence, customer loyalty, efficient supply chain infrastructure and an integrated business model, the Company is well positioned to capitalize on growth opportunities in the organized retail and FMCG sectors.
The detailed analysis of the Companys operational and financial performance is provided in the Management Discussion and Analysis Report forming part of this Annual Report.
Transfer to Reserves
In accordance with the provisions of the Companies Act, 2013 and considering the financial position, growth requirements and future business plans of the Company, the Board of Directors has decided not to transfer any amount to the General Reserve for the Financial Year ended March 31, 2026.
Key developments during the year under review:
Initial Public Offer ("IPO") and Listing:
The Financial Year 2025-26 marked a significant milestone in the Companys journey with the successful completion of its Pre-IPO Placement and Initial Public Offer ("IPO"), followed by the listing of its Equity Shares on BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE").
The Company completed a Pre-IPO Placement aggregating to 15 crore and thereafter successfully completed its IPO comprising 95,20,000 Equity Shares of face value 10 each at an issue price of 255 per Equity Share (including a premium of 245 per Equity Share), aggregating to 24,265.80 lakhs. The IPO consisted of a fresh issue of 85,18,000 Equity Shares aggregating to 21,710.70 lakhs and an Offer for Sale of 10,02,000 Equity Shares aggregating to 2,555.10 lakhs by the selling shareholders.
The Equity Shares of the Company were listed on BSE and NSE on August 26, 2025.
The successful listing has enhanced the Companys market visibility, shareholder base, corporate profile and access to capital markets, thereby supporting its long-term growth and expansion plans. The Company continues to comply with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.
Share Capital
During the Financial Year 2025-26, the Authorised Share Capital of the Company remained unchanged at 35,10,00,000 (Rupees Thirty-Five Crore Ten Lakh only) divided into 3,51,00,000 Equity Shares of 10 each. 2013 and the rules made thereunder are not applicable to the Company.
During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from 24,88,25,280 (Rupees Twenty-Four Crore Eighty-Eight Lakh Twenty-Five Thousand Two Hundred Eighty only) comprising 2,48,82,528 Equity Shares of 10 each as at March 31, 2025, to 33,40,05,280 (Rupees Thirty-Three Crore Forty Lakh Five Thousand Two Hundred Eighty only) comprising 3,34,00,528 Equity Shares of 10 each as at March 31, 2026.
The increase in the paid-up equity share capital was primarily on account of the allotment of 85,18,000 Equity Shares of face value 10 each pursuant to the Companys Initial Public Offer (IPO). The IPO was successfully completed during the year and the Equity Shares of the Company were listed on the Main Board of BSE Limited and the National Stock Exchange of India Limited with effect from August 26, 2025.
As on March 31, 2026, the entire issued, subscribed and paid-up equity share capital of the Company consisted of Equity Shares having a face value of 10 each and ranking pari passu in all respects, including voting rights and entitlement to dividend, if any, declared by the Company.
The Company has not issued any shares with differential voting rights, sweat equity shares or employee stock options during the Financial Year 2025-26. Further, none of the Directors of the Company hold any convertible instruments capable of resulting in dilution of equity share capital, except to the extent disclosed in the financial statements and statutory records of the Company.
The Equity Shares of the Company are listed and actively traded on BSE Limited and the National Stock Exchange of India Limited and are available for trading only in dematerialised form.
Public Deposits
During the Financial Year 2025-26, the Company neither accepted nor renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
No deposits remained outstanding, unpaid or unclaimed as on March 31, 2026. Accordingly, the provisions relating to deposits and the disclosure requirements prescribed under the Companies Act, 2013 and the rules made thereunder are not applicable to the Company.
Particulars of Loans, Guarantees and Investments
During the Financial Year 2025-26, the Company has not provided any loan, guarantee or security and has not made any investment attracting the provisions of Section 186 of the Companies Act, 2013, except as disclosed in the Notes to the Financial Statements. The details, if any, required to be disclosed pursuant to Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are provided in the Notes to the Financial Statements forming part of this Annual Report.
Associate Companies, Subsidiaries and Material Subsidiaries
As on March 31, 2026, the Company did not have any holding company, subsidiary company, material subsidiary, associate company or joint venture within the meaning of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").
Accordingly, the provisions relating to the preparation of Consolidated Financial Statements and the requirement of furnishing Form AOC-1 under the Companies (Accounts) Rules, 2014 were not applicable to the Company during the Financial Year 2025-26.
In compliance with the SEBI Listing Regulations, the Board has adopted a Policy for Determining Material Subsidiaries, which is available on the Companys website at: https://patelrpl.in/wp-content/uploads/2024/12/Materiality-Policy.pdf
During the year under review, no company became or ceased to be a subsidiary, material subsidiary, associate company or joint venture of the Company.
Directors and Key Managerial Personnel
The Board of Directors of the Company comprises professionals with diverse experience and expertise in retail operations, finance, business management, corporate governance, legal and regulatory affairs, enabling effective oversight and strategic guidance for the Companys growth and sustainability.
As on March 31, 2026, the Board comprised six (6) Directors, consisting of Two (2) Executive Directors, One (1) Non-Executive Non-Independent Director and Three (3) Independent Directors, including One (1)
Independent Woman Director. The composition of the Board was in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company believes that an appropriate mix of Executive, Non-Executive and Independent Directors promotes balanced decision-making and strengthens corporate governance. The Board possesses a diverse range of skills, competencies and industry experience relevant to the Companys business. Details of the skills and expertise of the Directors form part of the Corporate Governance Report.
The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors possess the requisite integrity, expertise, experience and proficiency required to discharge their duties effectively. The Independent Directors have also complied with the applicable requirements relating to registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).
The Board composition remained compliant with all applicable statutory and regulatory requirements throughout the Financial Year 2025-26.
Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026, comprised the Managing Director, Chief Executive Officer, Chief Financial Officer and Company Secretary.
During the year under review, Mr. Manish Rambabu Agarwal resigned as Chief Financial Officer with effect from December 23, 2025. The Board places on record its appreciation for the services rendered by him during his tenure with the Company.
Based on the recommendation of the Nomination and Remuneration Committee, the Board appointed Mr. Hitesh B. Sawlani as Chief Financial Officer of the Company with effect from December 24, 2025.
There were no other changes in the Key Managerial Personnel during the Financial Year 2025-26.
The Company has in place a succession planning framework for the Board of Directors, Key Managerial Personnel and Senior Management Personnel to ensure leadership continuity and support its long-term strategic objectives.
Further details relating to the Board of Directors and Corporate Governance are provided in the Corporate Governance Report forming part of this Annual Report.
Re-appointment of Director Retiring by Rotation
During the Financial Year 2025-26, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members, wherever applicable, the Board approved the re-appointment of Mrs. Harshini Vikas Jadhav as an Independent Woman Director, Mr. Yashwant Suresh Bhojwani as an Independent Director and Mr. Nitin Pandurang Patil as an Independent Director for a further term in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Considering their valuable contributions, professional expertise, integrity, leadership qualities and active participation in the affairs of the Company, the Board believes that their continued association will be of immense benefit to the Company and its stakeholders.
Mr. Dhanji Raghavji Patel (DIN: 01376164) retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking Members approval for his re-appointment along with other required details forms part of the Notice of this AGM.
Meetings of the Board and its Committees:
The Board met nine times during the year under review. The intervening gap between the meetings did not exceed 120 days, as prescribed under the Act and SEBI Listing Regulations. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.
Committees of Board
As required under the Act and the SEBI Listing Regulations, your Company has constituted various statutory committees. As on March 31, 2026, the Board has constituted the following committees / subcommittees.
Statutory Committees:
Details of all the Committees such as terms of reference composition and meetings held during the year under review are disclosed in the Corporate Governance Report which forms part of this Annual Report.
Independent Directors Meeting
The Independent Directors met two times during the year. The meeting of Independent Directors was held on August 07, 2025 and February 25, 2026;
DIRECTOR E-KYC
Pursuant to the requirement prescribed under the Companies (Appointment and Qualification of Directors) Rules 2014, all the Directors of the Company have complied with the KYC registration for FY 2025-26.
Familiarization Program for Independent Directors
Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a Familiarization Program for its Independent Directors to acquaint them with the Company, their roles and responsibilities, the business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Companys business and to contribute effectively to the Board and its Committees. The familiarization sessions are conducted through presentations, briefings and interactions with senior management, as and when required. Details of the Familiarization Program for Independent Directors are also disclosed on the Companys website and can be accessed by clicking here.
Board evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The criteria are broadly based on the Guidance Note on Board Evaluation issued by the SEBI.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of individual directors on the basis of criteria such as contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the Board meeting that followed the meeting of the Independent Directors and meeting of the NRC, the performance of the Board, its Committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board.
The overall outcome of the Board evaluation process was positive and the Directors expressed satisfaction with the performance and effectiveness of the Board, its Committees and Individual Directors. For further details, please refer to the Corporate Governance Report, which forms part of this Report.
Policy on Directors appointment and remuneration:
The Company has adopted the following policies:
i. Policy on Appointment of Directors and Board Diversity including the criteria for determining qualifications, positive attributes, independence of a director and other matters. The Policy is available on the Companys website at https://patelrpl.in/wp-content/uploads/2024/04/board-Diversity-policy.pdf.
ii. The policy on remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report and is also available on the Companys website at https://patelrpl.in/investor-relations/.
2015 and the internal Codes adopted thereunder. No instance of insider trading, leakage of UPSI or material non-compliance with the provisions of the SEBI PIT Regulations was reported or observed during the year under review.
Prohibition of Insider Trading
Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("UPSI").
The aforesaid Codes provide a framework for preserving the confidentiality of UPSI, regulating trading in the Companys securities by Designated Persons and ensuring timely and adequate disclosure of UPSI in compliance with applicable laws. The Company also has in place a Policy for Determination of Materiality of Events or Information in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information are available on the Companys website under the Investor Relations section and can be accessed by stakeholders at the following links:
The Company periodically sensitizes its Directors, Key Managerial Personnel, Designated Persons and employees regarding the provisions of the SEBI PIT Regulations, the Companys internal policies and the obligations relating to handling and safeguarding UPSI. Awareness initiatives and compliance communications are undertaken from time to time to reinforce a culture of compliance and ethical conduct across the organization.
During the Financial Year ended March 31, 2026, the Company complied with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the internal Codes adopted thereunder. No instance of insider trading, leakage of UPSI or material non-compliance with the provisions of the SEBI PIT Regulations was reported or observed during the year under review.
Related Party Disclosures
All Related Party Transactions entered into during the Financial Year 2025-26 were in the ordinary course of business and on an arms length basis and were in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All such transactions were reviewed and approved by the Audit Committee and the Board of Directors, wherever applicable.
The details of Related Party Transactions entered into during the year are disclosed in Note to the Standalone Financial Statements forming part of this Annual Report.
As on March 31, 2026, the Company did not have any holding company, subsidiary company, associate company or joint venture. Accordingly, the disclosure requirements relating to loans and advances in the nature of loans to subsidiaries, associates or entities in which directors are interested were not applicable to the Company.
The Company has adopted a Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, which is available on the Companys website at https://patelrpl.in/wp-content/uploads/2025/11/RPT-Policy.pdf.
Disclosure of Accounting Treatment
The Financial Statements of the Company for the Financial Year ended March 31, 2026 have been prepared in accordance with the applicable provisions of the Companies Act, 2013, the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other generally accepted accounting principles in India. There has been no deviation from the accounting treatment prescribed under the applicable Indian Accounting Standards (Ind AS). The disclosure requirements under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have accordingly been complied.
Audit Committee
The Audit Committee of the Board is constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee assists the Board in overseeing the Companys financial reporting process, internal financial controls, audit functions, related party transactions and compliance with applicable laws and regulations.
The Committee performs its functions in accordance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the terms of reference approved by the Board. The members of the Committee possess the requisite financial, accounting and business expertise required to effectively discharge their responsibilities.
The composition of the Audit Committee, details of meetings held and attendance of members thereat are provided in the Corporate Governance Report forming part of this Annual Report.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee ("NRC") is constituted in accordance with the provisions of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The NRC is responsible for identifying and recommending suitable candidates for appointment to the Board and Senior Management, formulating criteria for determining qualifications, positive attributes, independence of a directors, and recommending remuneration policies for Directors, Key Managerial Personnel and Senior Management Personnel.
The Company has in place a Nomination and Remuneration Policy, which lays down the criteria for appointment, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy is available on the Companys website at: https://patelrpl.in/wp-content/uploads/2024/04/Nomination-and-RemunerationPolicy.pdf
Details relating to the composition of the Committee, meetings held and attendance of members are provided in the Corporate Governance Report forming part of this Annual Report.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee ("SRC") is constituted in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee oversees and reviews matters relating to investor services and redressal of grievances of shareholders and other security holders of the Company. It monitors the effective resolution of investor complaints and ensures compliance with applicable regulatory requirements.
During the Financial Year 2025-26, all investor grievances received by the Company were resolved within the prescribed timelines and no grievance remained pending as on March 31, 2026.
Details relating to the composition of the Committee, meetings held and attendance of members are provided in the Corporate Governance Report forming part of this Annual Report.
Corporate Social Responsibility
Patel Retail Limited recognizes its responsibility towards society and remains committed to conducting its business in a socially responsible, ethical and sustainable manner. The Company believes that sustainable growth can be achieved only by creating long-term value for all stakeholders and contributing positively to the communities in which it operates.
The Corporate Social Responsibility Committee of the Board provides strategic direction and oversight to the Companys CSR activities and ensures that the CSR programmes are aligned with the objectives set out in the CSR Policy and the applicable statutory requirements. The Committee periodically reviews the implementation and effectiveness of CSR projects and recommends appropriate measures for achieving the desired social outcomes.
During the Financial Year under review, the Company undertook CSR activities in accordance with the approved CSR Policy and Annual Action Plan. The Company continuously endeavors to identify and support projects that create long-term social value and contribute towards the overall development of society.
The Annual Report on CSR Activities for the Financial Year ended March 31, 2026, as required under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, forms part of this Boards Report as Annexure V and contains details of the composition of the CSR Committee, CSR Policy, CSR expenditure, ongoing projects, if any, and other prescribed disclosures.
The Corporate Social Responsibility Policy of the Company is available on the Companys website at: https://patelrpl.in/wp-content/uploads/2024/04/Policy-CSR.pdf
Further, details relating to the composition of the CSR Committee, meetings of the Committee and attendance of its members are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.
IPO Committee
The IPO Committee has been constituted by the Board to oversee, manage and give effect to matters relating to the Companys Pre-IPO Placement and Initial Public Offer ("IPO") undertaken during the Financial Year 2025-26. The Committee is authorised, inter alia, to finalise the terms and structure of the issue, approve and execute the offer documents, agreements and other instruments required in connection with the IPO, engage and liaise with merchant bankers, legal advisors, registrars and other intermediaries, and to take all such steps, decisions and actions as may be necessary or incidental for the successful completion of the Pre-IPO Placement, the IPO and the listing of the Companys Equity Shares on BSE Limited and the National Stock Exchange of India Limited, subject to the overall supervision and control of the Board of Directors.
The composition of the IPO Committee, details of meetings held and attendance of members thereat are provided in the Corporate Governance Report forming part of this Annual Report.
Vigil Mechanism / Whistle Blower Policy
Pursuant to Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide a framework for Directors, Employees and other stakeholders to report genuine concerns, unethical behaviour, actual or suspected fraud, or violation of the Companys Code of Conduct.
The Policy provides adequate safeguards against victimisation of persons who use the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate cases. The Whistle Blower Policy is available on the Companys website at: https://patelrpl.in/wp-content/uploads/2024/04/Whistle-blower-policy.pdf.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company is committed to providing a safe, secure and respectful work environment for all employees and has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
An Internal Committee has been constituted to redress complaints relating to sexual harassment and to ensure compliance with the provisions of the aforesaid Act.
During the Financial Year 2025-26, the following is the summary of sexual harassment complaints:
| Particulars | Number |
| Number of complaints pending at the beginning of the year | 0 |
| Number of complaints received during the year | 0 |
| Number of complaints disposed of during the year | 0 |
| Number of complaints pending as on March 31, 2026 | 0 |
The Company continues to undertake awareness and sensitization initiatives to promote a workplace free from sexual harassment.
Risk Management
The Company has established a risk management framework for identifying, assessing, monitoring and mitigating risks that may impact its business operations and performance. The framework covers strategic, operational, financial, regulatory and other business risks and is integrated with the Companys internal control and governance processes.
The Risk Management Committee oversees the implementation and effectiveness of the risk management framework and periodically reviews key risks and mitigation measures. The Audit Committee also reviews financial reporting risks, internal financial controls and compliance-related risks.
The Board periodically reviews the Companys risk management processes and is satisfied that the existing framework is adequate and effective. In the opinion of the Board, there are no risks that threaten the existence of the Company.
Further details relating to the Risk Management Committee and the Companys risk management framework are provided in the Corporate Governance Report and the Management Discussion and Analysis Report forming part of this Annual Report.
Human Resources Management
The Company firmly believes that its employees are its most valuable asset and continues to focus on attracting, developing and retaining talent through a performance-oriented and inclusive work environment. The Company invests in employee development through training, skill enhancement and leadership development initiatives aimed at improving productivity, operational excellence and organizational effectiveness.
The Company is committed to maintaining a workplace culture based on integrity, respect, diversity, equal opportunity and ethical conduct. Appropriate policies and practices are in place to promote employee wellbeing, engagement and professional growth.
The Company also has an effective employee grievance redressal mechanism to ensure timely and fair resolution of employee concerns and to maintain a harmonious work environment.
Particulars of Employees and Related Disclosures
The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in respect of employees of the Company, is enclosed as Annexure VI and forms an integral part of this Report.
Further, pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, none of the employees of the Company was in receipt of remuneration exceeding 1,02,00,000 per annum, if employed throughout the financial year, or 8,50,000 per month, if employed for part of the financial year.
Corporate Governance Report
The Company is committed to maintaining the highest standards of corporate governance and transparency in its operations and business practices. The Company continues to comply with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to corporate governance.
The Corporate Governance Report, together with the Certificate issued by the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations for the Financial Year ended March 31, 2026, forms an integral part of this Annual Report and is enclosed as Annexure VIII.
Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of the Companies Act, 2013 and its rules, the Company is required to transfer unpaid or unclaimed dividends and the corresponding shares to the Investor Education and Protection Fund after the expiry of the prescribed statutory period.
During the Financial Year ended March 31, 2026, there was no amount of unpaid or unclaimed dividend that was required to be transferred by the Company to the Investor Education and Protection Fund. Accordingly, no shares were required to be transferred to the IEPF Authority during the year under review.
As on March 31, 2026, there were no shares pending for transfer to the Investor Education and Protection Fund Authority on account of seven consecutive years of unpaid or unclaimed dividends.
Compliance with Maternity Benefit Act, 1961
The Company is committed to providing a supportive, inclusive and employee-friendly work environment and recognizes the importance of safeguarding the rights and welfare of women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961, as amended from time to time, and has established appropriate policies, systems and procedures to ensure effective implementation of the provisions of the Act.
The Company provides maternity benefits, leave entitlements and other related facilities to eligible employees in accordance with the applicable legal requirements. The Company continues to promote an equitable workplace culture and remains committed to supporting employees through various stages of their professional and personal lives.
The Board confirms that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the Financial Year ended March 31, 2026.
Significant and Material Orders Passed by Regulators or Courts
During the Financial Year ended March 31, 2026, there were no significant or material orders passed by any regulator, court, tribunal or statutory authority which could impact the going concern status of the Company or materially affect its operations, financial position or future business prospects.
Proceedings under the Insolvency and Bankruptcy Code, 2016
During the Financial Year ended March 31, 2026, no application was made, and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, no disclosure is required in relation to any insolvency proceedings under the said Code.
One-Time Settlement with Banks or Financial Institutions
During the Financial Year ended March 31, 2026, the Company did not enter into any one-time settlement with any bank or financial institution. Accordingly, the disclosure requirement under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014 relating to the difference between the amount of valuation at the time of one-time settlement and the valuation while availing the loan is not applicable to the Company.
Dematerialization of Equity Shares
The Equity Shares of Patel Retail Limited are compulsorily traded in dematerialised form and are available for trading on BSE Limited and the National Stock Exchange of India Limited. The Company has entered into agreements with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") to facilitate holding and trading of securities in electronic form.
The International Securities Identification Number (ISIN) allotted to the Equity Shares of the Company is INE0R8B01010. The Company has appointed Bigshare Services Private Limited as its Registrar and Share Transfer Agent for providing depository and share transfer related services.
As on March 31, 2026, substantially all the Equity Shares of the Company were held in dematerialised form with NSDL and CDSL. The distribution of shareholding between NSDL and CDSL as on March 31, 2026 is provided in the Corporate Governance Report forming part of this Annual Report.
The Company continuously encourages shareholders holding shares in physical form to dematerialise their holdings in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI circulars issued from time to time.
Dividend
The Board of Directors of Patel Retail Limited has carefully reviewed the financial performance of the Company for the Financial Year ended March 31, 2026, taking into consideration the Companys growth trajectory, future expansion plans, capital expenditure commitments, working capital requirements and long-term strategic objectives.
During the year under review, the Company continued its growth journey through expansion of its retail network, strengthening of its manufacturing and processing capabilities, enhancement of supply chain infrastructure and successful listing of its equity shares on the Stock Exchanges. The Company also remains focused on pursuing various growth opportunities in the retail, FMCG, manufacturing and export segments, which require adequate financial resources and continued investment.
Considering the Companys future business requirements, ongoing expansion initiatives and the need to conserve financial resources for supporting sustainable growth and enhancing shareholder value over the long term, the Board believes that retention of profits would be in the best interests of the Company and its stakeholders at this stage.
Accordingly, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2026.
Credit Rating
Your Companys financial discipline and prudence are reflected in the strong credit ratings ascribed by rating agencies. The details of credit rating are disclosed in the Corporate Governance Report, which forms part of this Annual Report.
Management Discussion and Analysis
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the Financial Year ended March 31, 2026 forms part of this Annual Report and is annexed hereto as Annexure - VII.
The Management Discussion and Analysis Report provides an overview of the industry structure and developments, business performance, opportunities and threats, outlook, risks and concerns, internal control systems, financial performance, human resources and other material developments relating to the Companys operations and business environment.
The Board believes that the Management Discussion and Analysis Report provides shareholders and stakeholders with a comprehensive understanding of the Companys performance, strategic priorities and future growth prospects.
Directors Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("the Act"), and based on the framework of internal financial controls, compliance systems, internal audit processes and reviews carried out by the management, Statutory Auditors, Secretarial Auditor and the Audit Committee, the Board of Directors hereby confirms that:
a) in the preparation of the annual financial statements for the Financial Year ended March 31, 2026, the applicable Indian Accounting Standards ("Ind AS") prescribed under Section 133 of the Act, read with the relevant rules made thereunder, have been followed and there are no material departures from such standards;
b) the Directors have selected appropriate accounting policies and applied them consistently and have made judgments and estimates that are reasonable, prudent and based on sound business principles so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and cash flows of the Company for the year then ended;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
d) the Directors have prepared the annual financial statements on a going concern basis and have no reason to believe that the Company will not continue as a going concern in the foreseeable future;
e) the Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were operating effectively during the Financial Year under review;
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws, regulations, rules and guidelines and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2026.
The Board further confirms that the Companys internal financial control framework, risk management systems, compliance management processes and governance practices are commensurate with the nature, size and complexity of its business operations. The Audit Committee periodically reviews the adequacy and effectiveness of the internal control environment and significant audit observations, if any, together with corrective actions taken thereon.
Based on the evaluations carried out and the reports placed before the Board, the Directors are satisfied that the Companys internal financial controls and compliance systems remained adequate and effective during the year under review and support the orderly and efficient conduct of the Companys business operations.
Employees Stock Option Plan:
The Company has not provided stock options to any employee.
ANNUAL RETURN:
The Information pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended on March 31st, 2026 is available on the Companys website viz. https://patelrpl.in/investor-relations/
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of Energy:
Even though its operations are not energy-intensive, significant measures are taken to reduce energy consumption by using energy-efficient equipment. The Company regularly reviews power consumption patterns across all locations and implements requisite improvements/changes in the process in order to optimize energy/power consumption and thereby achieve cost savings. Energy costs comprise a very small part of the Companys total cost of operations. However, as a part of the Companys conservation of energy programme, the management has appealed to all the employees and workers to conserve energy.
(b) Absorption of Technology:
I. The efforts made towards technology absorption:
The Company values innovation and applies it to every facet of its business. This drives development of distinctive new products, ever improving quality standards and more efficient processes.
The Company has augmented its revenues and per unit price realization by deploying innovative marketing strategies and offering exciting new products. The depth of designing capabilities was the core to our success over the years.
II. Benefits derived as a result of the above efforts:
As a result of the above, the following benefits have been achieved:
a) Better efficiency in operations,
b) Greater precision,
c) Retention of existing customers and expansion of customer base,
d) Lower inventory stocks resulting in low carrying costs.
III. The Company has not imported any technology during the year under review;
IV. The Company has not expended any expenditure towards Research and Development during the year under review.
(c) Foreign Exchange Earnings and Outgo:
During the year under review, the details of foreign exchange earnings and outgo are as follows:
| Foreign Exchange | Financial year ended March 31, 2026 (? in lakhs) | Financial year ended March 31, 2025 (? in lakhs) |
| Earnings | ? 31,481.45 | ? 28,151.34 |
| Outgo | ? 1,161.92 | ? 1,513.54 |
Cost Audit:
As per the Cost Audit Orders and in terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, Cost Audit is not applicable to our Company.
Secretarial Standards
The Company is committed to maintaining the highest standards of corporate governance, transparency and statutory compliance. In accordance with the provisions of Section 118(10) of the Companies Act, 2013, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government from time to time.
The Company has established appropriate policies, systems, procedures and internal control mechanisms to ensure compliance with the applicable Secretarial Standards, including Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2). The Secretarial Department continuously monitors compliance requirements and periodically reports the compliance status to the Board of Directors and its Committees.
The Board is of the opinion that the Company has adequate systems and processes in place to ensure compliance with the applicable Secretarial Standards and that such systems have operated effectively throughout the Financial Year ended March 31, 2026.
Significant and Material Orders Passed by Regulators, Courts or Tribunals
During the Financial Year ended March 31, 2026, no significant or material orders were passed by any regulator, court, tribunal, statutory authority or governmental agency that could adversely affect the going concern status of the Company or materially impact its future operations, financial position or business prospects.
Further, there were no material regulatory actions, penalties, restrictions or judicial pronouncements having a significant bearing on the Companys business activities or its ability to continue operations in the ordinary course of business.
The Board confirms that there are no proceedings or orders which may materially affect the financial stability, operational continuity or future growth prospects of the Company.
Material Changes and Commitments Affecting the Financial Position of the Company
No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year, i.e., March 31, 2026 and the date of this Report, except those disclosed elsewhere in this Annual Report.
The Company continues to maintain a strong financial and operational foundation and there have been no events subsequent to the balance sheet date which require specific disclosure under the applicable provisions of the Companies Act, 2013 or the applicable accounting standards.
Other Disclosures and Affirmations
Pursuant to the provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board confirms the following:
Proceedings under the Insolvency and Bankruptcy Code, 2016
During the Financial Year ended March 31, 2026, no application was made and no proceeding was initiated or pending either by or against the Company under the Insolvency and Bankruptcy Code, 2016 before the National Company Law Tribunal or any other judicial authority.
One-Time Settlement with Banks or Financial Institutions
During the year under review, the Company did not enter into any one-time settlement with any bank or financial institution. Accordingly, the disclosure requirement relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation done while availing the loan is not applicable to the Company.
Statutory Auditors and Auditors Report
M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai, continue to serve as the Statutory Auditors of the Company in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013.
The Statutory Auditors have confirmed their eligibility and independence and have further confirmed that they are not disqualified from continuing as Statutory Auditors of the Company under the applicable provisions of the Companies Act, 2013 and the Chartered Accountants Act, 1949.
The Audit Committee periodically reviews the performance, independence and effectiveness of the Statutory Auditors and places its recommendations before the Board.
The Statutory Auditors have issued an unmodified audit opinion on the Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026. The Auditors Report does not contain any qualification, reservation, adverse remark, disclaimer or emphasis of matter requiring explanation from the Board.
The observations contained in the Auditors Report, read together with the Notes forming part of the Financial Statements, are self-explanatory and therefore do not call for any further comments from the Board of Directors.
The Auditors Report forms an integral part of the Financial Statements included in this Annual Report.
Secretarial Audit
Pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has undertaken Secretarial Audit for the Financial Year ended March 31, 2026.
M/s. Deep Shukla & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit and issue the Secretarial Audit Report in Form MR-3. The Secretarial Audit Report forms part of this Annual Report as Annexure IV.
The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Further, during the year under review, neither the Statutory Auditors nor the Secretarial Auditor reported any fraud under Section 143(12) of the Companies Act, 2013.
Internal Financial Controls and Their Adequacy
The Company has established a comprehensive system of Internal Financial Controls ("IFC") commensurate with the nature, scale and complexity of its operations.
The internal financial control framework is designed to provide reasonable assurance regarding:
The Companys internal control systems are periodically reviewed by the Internal Auditor, Audit Committee and the Board of Directors. Internal audit observations, recommendations and corrective actions are regularly monitored to ensure continuous strengthening of the control environment.
Based on the reviews conducted during the year and the reports received from the Internal Auditor, the Audit Committee and the Statutory Auditors, the Board is of the opinion that the Companys internal financial controls with reference to the Financial Statements were adequate and operating effectively during the Financial Year ended March 31, 2026.
Further details regarding internal financial controls and their adequacy are provided in the Management Discussion and Analysis Report forming part of this Annual Report.
Dispatch of Annual Report
In compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the circulars issued by the Ministry of Corporate Affairs (hereinafter referred to as "MCA") and the Securities and Exchange Board of India ("SEBI"), the Annual Report for the Financial Year 2025-26 together with the Notice convening the Annual General Meeting is being sent electronically to those Members whose e-mail addresses are registered with the Company, its Registrar and Share Transfer Agent or their respective Depository Participants.
Furthermore, pursuant to Regulation 36(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link, including the exact path, where complete details of the Annual Report are available, is being sent to those shareholders who have not registered their email addresses.
The Annual Report is also available on the Companys website at www.patelrpl.in and on the websites of BSE Limited and the National Stock Exchange of India Limited. Members may also inspect or obtain copies of the documents referred to in this Annual Report in accordance with the applicable provisions of the Companies Act, 2013.
General Disclosures
Your Directors hereby confirm and state that during the Financial Year ended March 31, 2026:
The Directors further affirm that the Company continues to operate on a going concern basis and remains committed to maintaining the highest standards of corporate governance, transparency, compliance and ethical business conduct.
Acknowledgement
Your Directors place on record their sincere appreciation for the continued support and cooperation received from the Government authorities, regulatory bodies, stock exchanges, bankers, financial institutions, customers, suppliers, business partners, shareholders and all other stakeholders. The Directors also acknowledge and appreciate the dedication, commitment and valuable contribution of the employees at all levels, whose efforts continue to contribute significantly to the Companys growth and success.
| For and on behalf of the Board of Directors |
| Patel Retail Limited |
| Dhanji Raghavji Patel |
| Chairman & Managing Director |
| DIN: 01376164 |
| Place: Ambernath (East), Maharashtra Date: Wednesday, August 12, 2026 |
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