Accretion Nutraveda Ltd.-இன் இயக்குநர் அறிக்கை

The Directors have the pleasure of presenting the Fifth (5^th) Annual Report of your Company together with the Audited Financial Statement for the year ended 31 March, 2026.

FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance for the year ended on 31 March, 2026 is summarized below:

(Rs. in La cs)

The Company reports rise in the revenue from operations of Rs.3360.31 lacs as compared to the previous year of Rs.1600.18 lacs. After providing for interest, depreciation and taxes, the net profit for the year stood at Rs.506.83 lacs as compared to Rs.250.09 in the previous year. EPS for the year was Rs.9.35 per share as compared to Rs.6.88 per share in the previous year. Detailed working on operation of the Company is provided in the management discussion and analysis report as forms part of this.

MATERIAL EVENT - LISTING ON STOCK EXCHANGES

During the year under review, the Equity Shares of the Company were listed on the SME Platform of BSE Limited (BSE SME) on 04 February, 2026, pursuant to the successful completion of its Initial Public Offering (IPO). The IPO comprised a fresh issue of 19,20,000 Equity Shares of face value Rs.10 each, aggregating to Rs.2,476.80 Lacs. The issue received a positive response from investors and was listed at a premium of approximately 50%. The proceeds are being utilized towards automation of the existing manufacturing facility, acquisition of machinery for new manufacturing setups, working capital requirements, and general corporate purposes.

THE STATE OF COMPANY''S AFFAIRS

The Company is engaged in the business of manufacturing of Ayurvedic and Nutraceutical across several dosage forms, including Tablets, Capsules, Oral liquids, Oral Powders, External Preparation and Oils etc., with vision to provide Ayurvedic and Nutraceutical products that match international quality standards at competitive price. The Company is an emerging Indian CDMO player with a growing domestic presence and expanding global footprint.

MANAGEMENT DISCUSSION AND ANALYSIS (MDA)

The Management Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (''the Listing Regulations''), is presented in a separate section forming part of this Annual Report.

DIVIDEND

The Company has consistently pursued a path of expansion to drive long term growth. In line with the need to conserve the Company''s resources, the Board of Directors has not recommended any dividend for the financial year ended 31 March, 2026.

TRANSFER TO GENERAL RESERVES

The Board of Directors has decided not to transfer any amount to the General Reserves for the year under review. RIGHT ISSUE

During the year under review, the Company made a Rights Issue pursuant to the Letter of Offer dated 16 August, 2025, comprising 45,000 Equity Shares of face value Rs.10/- each at a premium of Rs.120/- per Equity Share, aggregating to an issue price of Rs.130/- per Equity Share. The total issue size aggregated to Rs.58,50,000/-. The Rights Issue was offered to the existing equity shareholders of the Company in the ratio of 45 (Forty-Five) Rights Equity Shares for every 487 (Four Hundred Eighty-Seven) Equity Shares held by them as on the Record Date, i.e., 16 August, 2025. The Rights Issue opened on 21 August, 2025 and closed on 06 September, 2025. The purpose/object to raise capital is for working Capital requirements as mentioned in Offer Letter. And, the Board of Directors of the Company has approved the allotment of 45,000 (Forty-Five Thousand) Equity Shares of face value Rs.10/- each at premium of Rs.120/- per share at an issue price of Rs.130/- (Rupees One Hundred and Thirty Only) per share on 06 September, 2025.

BONUS ISSUE

During the year, the Company has issued 47,88,000 Bonus Equity Shares of Rs.10/- each on 10th September, 2025, by capitalizing the free reserve and surplus and Securities Premium Account. The bonus shares were issued in the ratio of 9 (Nine) Equity share for every 1 (One) Equity shares held as on the record date. These shares rank pari passu in all respects with the existing equity shares of the Company. The Board of Directors approved the allotment of these 47,88,000 Bonus Equity Shares at its meeting held on 10 September, 2025.

SHARE CAPITAL Authorised Share Capital:

• As on 1 April, 2025, the Authorised Share Capital of the Company is Rs.6,00,00,000/- consisting 60,00,000 equity shares of Rs.10/- each.

• The Authorised Share Capital of the Company was increased from Rs.6,00,00,000/- to Rs.8,00,00,000/- vide Ordinary Resolution passed at Extra Ordinary General Meeting of the Members of the Company held on 11 September, 2025.

• As on 31 March, 2026, the Authorised Share Capital of the Company is Rs.8,00,00,000/- consisting 80,00,000 equity shares of Rs.10/- each.

Paid up Share Capital:

• As on 1 April, 2025, the Paid-Up Capital of the Company is Rs.48,70,000 /- consisting 4,87,000 equity shares of Rs.10/- each fully paid-up.

• The Paid-Up Capital of the Company was increased from Rs.48,70,000/- to Rs.53,20,000/- due to allotment of

45.000 equity shares of Rs.10/- each pursuant to Right issue dated 06 September,2025.

• The Paid-Up Capital of the Company was increased from Rs.53,20,000/- to Rs.5,32,00,000/- due to allotment of

47.88.000 equity shares of Rs.10/- each pursuant to Bonus issue dated 10 September,2025.

• The Paid-Up Capital of the Company was increased from Rs.5,32,00,000/- to Rs.7,24,00,000/- due to allotment of

19.20.000 equity shares of Rs.10/- each to public pursuant fresh issue IPO dated 02 February, 2026.

• As on 31 March, 2026, the Paid-Up Capital of the Company is Rs.7,24,00,000/- consisting 72,40,000 equity shares of Rs.10/- each fully paid-up.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31 March, 2026, the Company does not have any Subsidiaries, Joint Venture and Associate Companies. Therefore, pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the statement containing salient features of the financial statements of subsidiaries or associate companies or Joint ventures in Form AOC-1 is not required.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year under review, the Company has not given any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the financial year 2025-26 were in compliance to the provisions of law and were entered with the approval of Audit Committee, Board and Shareholders, wherever applicable. All related party transactions executed during the financial year were on arm''s length basis, ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions

During the year, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2025-26 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The disclosures as required are provided in Accounting Standards in relation to transactions with related parties which are forming the part of the notes to Financial Statements. The policy on Related Party Transaction is

DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no change taken place which affect the financial position of the Company between the end of the financial year of the Company to which the Financial Statements relate and the date of the report during the year under review.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company.

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

A statement containing information on Conservation of energy, Technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure A to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Our Company has well constituted Board in accordance with the provisions of the Companies Act, 2013 and Article of Association of the Company.

Appointment:

• The Board of Directors has re-designated Mr. Mayur Popatlal Sojitra as Managing Director of the Company with effect from 11 September, 2025 to 10 September, 2030 for a period of five (5) years, with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members'' meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Paraskumar Vinubhai Parmar as Chief Financial Officer of the Company with effect from 11 September, 2025, in its Board Meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Ankurkumar Shantilal Patel as Whole-time Director of the Company with effect from 11 September, 2025 to 10 September, 2030 for a period of five (5) years, with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members'' meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Harshad Nanubhai Rathod as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members'' meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Hardik Mukundbhai Prajapati as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board

Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members'' meeting held on 11 September, 2025.

• The Board of Directors has re-designated Mr. Vivek Ashokkumar Patel as Non-Executive Director of the Company with effect from 11 September, 2025 with terms and conditions including remuneration, in its Board Meeting held on 11 September, 2025 and with the approval of the members of the Company in Members'' meeting held on 11 September, 2025

• The Board of Directors has appointed CS Payal Kotadiya as Company Secretary and Compliance Officer of the Company with effect from 06 September, 2025, in its Board Meeting held on 06th September, 2025.

• The Board of Directors has appointed Mr. Arun Dash, Mr. Mahipal Singh Chouhan and Ms. Shruti Gupta as Independent Director of the Company with effect from 11 September, 2025 to 10 September, 2030 to for a first term of five (5) consecutive years, in its Board Meeting held on 11th September, 2025 and with the approval of the Members of the Company in Members'' meeting held on 11 September, 2025.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Chand Rameshbhai Kanabar as an Additional Director Appointed as Non - Executive Independent Director with effect from 08 May, 2026 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, he holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Mr. Chand Rameshbhai Kanabar as an Independent Director, for a first term of five (5) consecutive years commencing from 08 May, 2026 to 07 May, 2031 for the approval of the Members of the Company.

• The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Ms. Grishma A Shewale as an Additional Director Appointed as Non - Executive Independent Director with effect from 08 May, 2026 for a first term of five (5) consecutive years. In terms of Section 161 of the Act, she holds office up to the date of this Annual General Meeting. Accordingly, the Board recommends the resolution in relation to the appointment of Ms. Grishma A Shewale as an Independent Director, for a first term of five (5) consecutive years commencing from 08 May, 2026 to 07 May, 2031 for the approval of the Members of the Company.

Cessation:

• Mr. Arun Dash has resigned from the post of Non-Executive Independent Director of the Company with effect from 08 May, 2026.

• Mr. Mahipal Singh Chouhan has resigned from the post of Non-Executive Independent Director of the Company with effect from 08 May, 2026.

Retiring by rotation:

Mr. Vivek Ashokkumar Patel (DIN: 09130357), Director, will retires by rotation and being eligible, offers himself for reappointment as per the provisions of the Companies Act, 2013. A resolution seeking Members approval for his reappointment forms part of the 5th AGM Notice.

Apart from this, none of the Directors and Key Managerial Personnel have been appointed, ceased or resigned

during the period under review.

BOARD OF DIRECTORS

The Company has a balanced Board of Directors, comprising an optimal mix of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, as mandated by applicable law. This composition plays a vital role in Board processes, providing independent judgment on matters of strategy and performance. The Board consists of eminent individuals from diverse fields, each bringing valuable experience and expertise to the Company.

The composition of the Board, attendance at the Board Meetings during the year ended on 31 March, 2026 are given below:

*Ms. Shruti Gupta has appointed as Independent Director w.e.f. 11 September, 2025

# Mr. Arun Dash has appointed as Independent Director w.e.f. 11 September, 2025 and resigned w.e.f. 08 May, 2026.

@ Mr. Mahipal Singh Chouhan has appointed as Independent Director w.e.f. 11 September, 2025 and resigned w.e.f. 08 May, 2026.

Number of meetings of the Board of Directors:

During the year under review, 21 (Twenty-One) Board Meetings were held on 12 April, 2025, 26 May, 2025, 07 June, 2025, 18 July, 2025, 23 July, 2025, 16 August, 2025, 01 September, 2025, 06 September, 2025, 10 September, 2025, 11 September, 2025, 12 September, 2025, 16 September, 2025, 18 September, 2025, 29 September, 2025, 15 November, 2025, 29 December, 2025, 30 December, 2025, 13 January, 2026, 27 January, 2026, 02 February, 2026 and 26 March, 2026 The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

BOARD PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

Further, Separate meeting of Independent Directors was held on 02 February, 2026, without the presence of NonIndependent Directors, inter-alia, to review performance of Chairperson and Non-Independent Directors of the Company, to review performance of the entire Board of Directors of the Company, to assess the quality, quantity and timeliness of flow of information and to ensure adequate deliberations on related party transaction.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.accretionnutraveda.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency

COMMITTEE:

A. Audit Committee:

The Audit Committee serves as a vital link between the Management, Statutory Auditors, Internal Auditors, and the Board of Directors, overseeing the financial reporting process of the Company. Its primary role is to monitor the integrity of financial reporting, review the Company''s internal financial control systems and governance practices, and evaluate the effectiveness of statutory and internal audit functions.

The Audit Committee has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) read with Part C of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee. The Chairman of the Committee is an Independent Director having knowledge in Finance.

During the year under review, the Audit Committee held Four (4) meetings on 16 September, 2025, 15 November, 2025, 30 December, 2025 and 26 March, 2026. Time elapsed between two meetings never exceeded 120 days.

The composition of the Audit Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

B. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Nomination & Remuneration Committee held Two (2) meeting on 17 September, 2025 and 02February, 2026.

The composition of the Nomination & Remuneration Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

C. Stakeholders'' Relationship Committee:

The Stakeholders'' Relationship Committee (SRC) has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the provisions of Section 178 of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI Listing Regulations read with Part D of Schedule II of the SEBI Listing Regulations and the powers, role and terms of reference of the Committee are in accordance with the aforesaid requirements of the Act and SEBI Listing Regulations. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time. The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Stakeholders'' Relationship Committee held One (1) meeting on 02 February, 2026.

The composition of the Stakeholders'' Relationship Committee and the details of the meetings attended by its members during the financial year ended 31 March, 2026 are as under:

D. Corporate Social Responsibility Committee:

The Corporate Social Responsibility (CSR) Committee has been constituted by the Board of the Directors at its meeting held on 12 September, 2025 in compliance with the requirements of Section 135 of the Companies Act, 2013 and rules made there under. The CSR Policy is available on the website of the Company www.accretionnutraveda.com. The powers, role and terms of reference of the Corporate Social Responsibility Committee covers the areas as mentioned under Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. Apart from the above, the Committee also carries out such functions/responsibilities entrusted on it by the Board of Directors from time to time.

During the year under review, no meeting of the Corporate Social Responsibility (CSR) Committee was held.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Details of Remuneration under Section 197(12) of the Companies Act, 2013 and details required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also stated in Annexure B which forms part of this Annual Report. Nomination and Remuneration policy can be assessed at www.accretionnutraveda.com.

The Remuneration policy covers the remuneration for the Directors (Chairman, Managing Director, Independent Directors and other Non-executive Directors) and other employees (under senior management cadre and management cadre).

PARTICULARS OF EMPLOYEES

The information pertaining to employee drawing remuneration as per Section 197(12) of the Companies Act, 2013 read with per Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer either at the Registered Office address or by email to [email protected].

HUMAN RESOURCES

The Company firmly believes that its employees are its greatest assets and integral to its growth and success. Accordingly, it continues to invest in enhancing various aspects of the employee experience, while also fostering a strong, organic employer brand to position itself as an employer of choice.

The Company takes great pride in the commitment, competence, and dedication consistently demonstrated by its employees across all areas of the business. It remains deeply focused on nurturing, developing, and retaining talent through robust learning initiatives and ongoing organisational development.

As on 31 March, 2026, the Company had a total workforce of 24 employees, compared to 17 employees as on 31 March 2025. Moving forward, the Company remains committed to nurturing the right talent to support and drive the achievement of its business objectives.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism or ''Whistle Blower Policy'' for directors, employees and other stakeholders to report genuine concerns, unethical behaviour, fraud or violation of company''s code of conduct, has been established.

Over the years, the Company has built a strong reputation for conducting business with honesty and integrity, maintaining a zero-tolerance approach toward unethical behavior or wrongdoing. The policy safeguards whistleblowers'' rights to report concerns or grievances and provides direct access to the chairman of the audit committee.

During the year under review, no instance has been reported under this policy. The said policy is available on the website of the Company www.accretionnutraveda.com.

STATUTORY AUDITORS:

The Company had appointed M/s V S S B & Associates, (Firm Registration No: 121356W), Chartered Accountants, as Statutory Auditors of the Company at the 4^th Annual General Meeting (AGM) till the conclusion of 8^th AGM in compliance with the provision of Section 139(1) of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer made by the Auditors in their Report.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

COST AUDITORS AND RECORDS:

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

SECRETARIAL AUDITORS:

The Board pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 had appointed Mr. Nimish Chunibhai Sakhiya, Proprietor, M/s. Sakhiya & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report in Form MR-3 for the financial year ended 31 March, 2026 which is annexed herewith as Annexure C, which forms part of this report. There were no qualifications, reservation, adverse remark or disclaimer in the report.

RISK MANAGEMENT:

The Company has established a comprehensive risk management framework designed to identify potential risks across all aspects of its business and implement remedial measures to minimize any adverse impact. Recognizing that risk evaluation and mitigation are continuous processes, the Company remains fully committed to proactively identifying and addressing risks at every level of the organization.

The Risk Management Policy has been formulated and adopted by the Board of Directors in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Management periodically reviews the risk management framework and policies to ensure their effectiveness. The Board has identified and assessed the key risks outlined in the policy and has implemented appropriate mitigation strategies. As of now, there are no risks which, in the opinion of the Board, may threaten the existence of the Company.

ENVIRONMENT, HEALTH AND SAFETY

The Company remains fully committed to upholding the highest standards of Environment, Health, and Safety across all its operations. We firmly believe that a safe and healthy workplace is fundamental to the long-term success and sustainability of our business.

The Company pledges to identify and manage environmental and social risks associated with its operations, comply with all applicable environmental laws and regulations, and set and pursue targets aimed at avoiding, reducing, or mitigating negative impacts. Additionally, the Company is committed to promoting sustainable development through the responsible use and conservation of natural resources.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established a robust internal control system commensurate with the scale and complexity of its operations. The Company believes in a strong internal control framework, which is necessary for business efficiency, management effectiveness and safeguarding assets. The Company has a well-defined internal control system in place, which is designed to provide reasonable assurance related to operation and financial control.

The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake additional measures as necessary in line with its intent to adhere to procedures, guidelines and regulations as applicable in a transparent manner. The Management of the Company is responsible for ensuring that Internal Financial Control has been laid down in the Company and that controls are adequate and operating efficiently.

PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (“SEBI PIT Regulations”), the Company has adopted the revised “Code of Conduct to Regulate, Monitor and Report Trading by Insiders” (“the Code”). The Code is applicable to promoters, all directors, designated persons and connected persons and their immediate relatives, who are expected to have access to unpublished price sensitive information relating to the Company. The Company has also formulated a ''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)'' in compliance with the PIT Regulations. The aforesaid codes are available on the website of the Company and can be accessed at www.accretionnutraveda.com.

SECRETARIAL STANDARDS:

The Company has followed the applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI) during the year under review.

CORPORATE SOCIAL RESPONSIBILITY:

The Company does not meet the criteria specified under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 for the financial year 2025-26.

Accordingly, the Company is not required to spend any amount towards CSR expenditure for the financial year 2025-26.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company believes in providing a safe and harassment free workplace for each and every individual working for it through various interventions and practices. It is the continuous endeavour of the management to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment. It has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. All employees (Permanent, Contractual, Temporary and Trainees) are covered under this Policy.

Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the draft copy of Annual Return of the Company in Form MGT-7 for the financial year ended 31 March, 2026 is available on the Company''s website at www.accretionnutraveda.com.

CORPORATE GOVERNANCE

As the Company is listed on the BSE SME platform, it is exempt from certain Corporate Governance regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nevertheless, the Company remains committed to practicing sound Corporate Governance by taking timely and appropriate actions to enhance and meet stakeholder expectations. It continues to comply with all mandatory provisions and actively strives to adhere to the non-mandatory guidelines of Corporate Governance.

Report on Corporate Governance Practices and the Auditors Certificate regarding compliance of conditions of Corporate Governance and certification by CEO & CFO is not applicable to your Company as per regulation 15(2)(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There were no significant and material orders issued against the Company by any regulating authority or court

or tribunal during the year that could affect the going concern status and Company''s operation in future.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of section 134(3)(c) of the Act, 2013, with respect to Director''s Responsibility

Statement, it is hereby stated:

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

b. that such accounting policies as mentioned in Notes to the Financial Statements had been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March, 2026 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual accounts for the year ended 31 March, 2026 had been prepared on a going concern basis;

e. The Company is following up the proper Internal financial controls and such internal financial controls are adequate and are operating effectively; and

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no

transactions/events of this nature during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

c. Issue of employee stock options scheme

d. Issue of Shares (including Sweat Equity Shares) to employees of your Company under any scheme.

e. There was no application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

g. The Company did not face any incidents or breaches or loss of data breach in cyber security.

ACKNOWLEDGEMENTS:

The Directors wish to express their sincere appreciation to all business associates for their valuable support and contributions during the year. The Directors also extend their gratitude to the Company''s employees, customers, suppliers, alliance partners, bankers, and all other stakeholders for their continued support and the confidence they have placed in the management.

Your directors have pleasure in presenting 4th Annual Report together with audited financial statement for the financial year ended on 31st March, 2025.

1. DISCLOSURE OF FINANCIAL SUMMARY OR HIGHLIGHTS

The Company's financial performance, for the year ended 31st March, 2025 is summarized below:

The intervening gap between two consecutive Board meetings is within the time prescribed under Companies Act, 2013 as well in compliance of Secretarial Standard - 1.

3.    COMMITTEE MEETINGS

The board has not constituted any sub-committee as same is not required under applicable provisions of Companies Act, 2013.

4.    DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors state that:

1.    in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2.    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;

3.    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;

4.    the Directors had prepared the annual accounts on a going concern basis; and

5.    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.

5.    FRAUDS REPORTED BY AUDITORS

The Auditor has not reported any frauds which are required to be reported by the auditors under sub-section (12) of section 143 of the Companies Act, 2013.

6.    DECLARATION OF INDEPENDENCE

A statement on declaration given by independent Directors under sub-section (6) of section 149 of the Companies Act, 2013 is not applicable.

7.    DISCLOSURE FOR COMPANIES COVERED UNDER SECTION 178(1) ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING OTHER MATTERS PROVIDED UNDER SECTION 178(3):

The Company was not required to constitute a Nomination and Remuneration Committee under Section 178 (1) of the Companies Act, 2013 and Rule (6) of the Companies (Meetings of Board and its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178 (5) of the Companies Act, 2013. Hence, disclosure under 178 is not applicable.

8.    DETAILS OF LOAN, GUARANTEE, INVESTMENT OR SECURITY IS GIVEN BY THE COMPANY AS PER SECTION 186

During the year under review, the Company has not granted any Loans, or provided any guarantee or made investments as covered under Section 186 of the Companies Act, 2013 and complied with the applicable provisions.

9.    STATE OF COMPANY'S AFFAIRS (Amount In Rupees)

The Directors of your Company are pleased to report that during the year under review, the Company has carried out business operations and achieved a total revenue of ^ 16,00,18,000/- for the year ended, as against ^ 5,00,52,000/- in the previous financial year. The Company has earned a net profit of ^ 2,50,09,000/- during the year, as compared to a net profit of ^ 72,33,000/- in the previous year.

To cater long-term working capital and capital expenditure outlay and expansion of business of the Company, the company is planning to raise further capital in the form of IPO. Your company has taken various steps towards IPO process including conversion of Private Limited into public company, appointment of Woman and Independent Directors, appointment of Key Managerial Personnel etc. in compliance of the provisions of the Act and various securities laws.

Your directors are hopeful for the brighter future of the company in the years to come.

10.    TRANSFER OF AMOUNT TO RESERVES

During the year under report, the company has not transferred any amount to the reserves.

11.    DECLARATION OF DIVIDEND

The board of directors of your company does not recommend any dividend for the year and has not declared interim dividend during year under review.

12.    DETAILS OF MATERIAL CHANGES AND COMMITMENT OCCURRED DURING THE PERIOD BETWEEN THE END OF FY AND THE DATE OF REPORT, AFFECTING FINANCIAL POSITION OF COMPANY

After closure of Financial, Company converted from Private Limited Company to Limited Company by passing a Special resolution dated 12th April, 2025 and Registrar of Companies, CRC has issued Certificate of Incorporation Consequent upon conversion to public company on 02/05/2025. Except this, there is no material changes and commitments occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report affecting the financial position of the.

13.    RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

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

A.    Conservation of energy

a.    the steps taken or impact on conservation of energy - Nil

b.    the steps taken by the company for utilizing alternate sources of energy - Nil

c.    the capital investment on energy conservation equipments - Nil

B.    Technology absorption

a.    the efforts made towards technology absorption - Nil

b.    the benefits derived like product improvement, cost reduction, product development or import substitution in case of imported technology - Nil

c.    the expenditure incurred on Research and Development -Nil

C. Foreign Exchange earnings and Outgo

a.    Foreign Exchange Earnings - Rs. 54,02,000

b.    Foreign Exchange Outgo - Nil

15.    STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company is not required to appoint Independent Directors. Hence disclosure under Rule 8 (5) (iiia) is not applicable.

16.    INTERNAL FINANCIAL CONTROL

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 weakness in the design or operation was observed.

17.    COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company.

18.    APPLICATION OR PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No any application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

19.    ONE TIME SETTLEMENT

the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable as no such instance arise.

20.    DISCLOSURE OF CHANGE IN NATURE OF BUSINESS

During the year under review, there were no changes in the nature of the business of the company during year under review.

21.    DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING YEAR

Mr. Paraskumar Vinubhai Parmar (DIN: 10952040) was appointed as an additional director of the Company w.e.f. 17.02.2025. The Company has received a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose, Mr. Paraskumar Vinubhai Parmar (DIN: 10952040) as a candidate for the office of the director of the Company. Board recommends his appointment as a director at ensuing Annual general Meeting.

Board recommends the following appointment of director and changes in designation/terms of director at ensuing Annual general Meeting.

1.    Appointment of Mr. Paraskumar Vinubhai Parmar (DIN: 10952040) as Executive Director of the company.

2.    Appointment of Mr. Mayur Popatlal Sojitra (DIN: 09108404) as Managing Director of the company.

3.    Appointment of Mr. Ankurkumar Shantilal Patel (DIN: 09130391) as Whole-time Director of the company.

4.    Appointment of Mr. Arun Das (DIN: 09657537) as an independent Director of the company.

5.    Appointment of Mr. Mahipal Singh Chouhan (DIN: 08977710) as an independent Director of the company.

6.    Appointment of Ms. Shruti Gupta (DIN: 10310259) as an independent Director of the company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Harshad Nanubhai Rathod (DIN: 09108392), Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and, being eligible, has offered himself for re-appointment. The Board of Directors recommends his reappointment for the approval of the shareholders at the AGM.

Further Provisions related to Appointment of Key Managerial Personnel u/s 203 of the Companies Act, 2013 is not applicable to the company.

Further, After closure of financial year:

1.    CS Payal Hareshbhai Kotadiya [ACS A77545] has been appointed as Company Secretary and Compliance Officer of the company with effect from 06/09/2025.

2.    Mr. Paraskumar Vinubhai Parmar (DIN: 10952040) has been appointed as Chief Financial officer of the Company w.e.f. 11/09/2025.

22.    DEPOSITS ACCEPTED DURING YEAR

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits or interest thereon as on March 31, 2025. The company has availed unsecured loans from its directors and director's relatives.

23.    DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the year under review, no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

24.    PERFORMANCE EVALUATION

The statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors is not applicable to the Company.

25.    A STATEMENT THAT THE COMPANY HAS COMPLIED WITH PROVISIONS RELATING TO THE CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company maintains a zero-tolerance policy towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, as amended from time to time.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(a)    number of complaints of sexual harassment received in the year; - Nil

(b)    number of complaints disposed off during the year; - Nil

(c)    number of cases pending for more than ninety days - Nil

26.    A STATEMENT WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with provisions of Maternity Benefit Act.

27.    SHARE CAPITAL

During the year under review, Following changes in capital Structure of the Company:

1.    The Authorized capital of the Company is increased from Rs. 36,00,000 to Rs. 6,00,00,000 by passing an ordinary resolution dated 01/03/2025.

2.    The paid-up capital increased from Rs.36,00,000 to Rs.45,00,000 by issue of 90000 Equity shares are allotted on right basis by passing a Board resolution dated 20/03/2025.

3.    The paid-up capital increased from Rs.45,00,000 to Rs.48,70,000 by issue of 37000 Equity shares are allotted on right basis by passing a Board resolution dated 28/03/2025.

Further, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. The Company has also not purchased its own shares by employees or by trustees for the benefit of the Company.

After closure of financial year under review, Following changes in capital Structure of the Company:

1.    The paid-up capital increased from Rs.48,70,000 to Rs.53,20,000 by issue of 45000 Equity shares are allotted on right basis by passing a Board resolution dated 06/09/2025.

2.    The paid up capital increased from Rs.53,20,000 to Rs.5,32,00,000 by issue of 4788000 Equity shares are allotted as Bonus shares by passing a Board resolution dated 10/09/2025.

Further, Board proposed to increase authorized capital of the company from Rs. 6,00,00,000 to Rs. 8,00,00,000 at ensuing Annual General Meeting.

29.    ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the copy of draft annual return in form MGT-7 for financial period 2024-25 prepared in accordance with Section 92(3) of the Act is available on the website of the Company at https://www.accretionnutraveda.com/.

30.    SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES

The company does not have any subsidiaries, joint venture or associate companies. Therefore, there is no requirement to prepare consolidated financial statement for the Financial Year under review.

31.    AUDITORS AND AUDITORS' REPORT

M/s V S S B & ASSOCIATES [ICAI Firm Registration No.: 121356W], Chartered Accountants, were appointed as Statutory Auditors of the Company, to fill casual vacancy arised due to resignation of K M V & Co. [ICAI Firm Registration No.: 139787W], at Extra-ordinary general meeting of the company held on 18/07/2025 to hold office till the conclusion of next annual general Meeting. Board recommended their re-appointment as statutory auditor for 5 Consecutive financial year commencing from the conclusion of the 4th Annual General Meeting of the company till the conclusion of 9th Annual General Meeting of the company to be held in the year 2030.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

32.    CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year 2024-25 were in compliance to the provisions of law and were entered with the approval of Board and Shareholders, wherever applicable.

All related party transactions executed during the financial year were on arm's length basis, ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder.

During the year, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company for 2024-25 and hence does not form part of this report.

Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

33.    SECRETARIAL STANDARDS

During the year under review, the company has complied with the applicable secretarial standards.

34.    SECRETARIAL AUDIT

During the year under review, secretarial audit as per section 204(3) of the Companies Act, 2013 is not applicable to the Company.

35.    THE FOLLOING CLAUSES OF SECTION 134 ARE NOT APPLICABLE TO THE COMPANY:

Details of employees drawing remuneration of more than Rs. 8.5 Lakhs per month or Rs. 1.02 Crores per annum as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

36.    ACKNOWLEDGEMENT:

Your directors acknowledge with thanks the support and co-operation extended by the Investors, Bankers, Business Associates and employees at all levels for their valuable patronage.