డైరెక్టర్ల నివేదిక Amir Chand Jagdish Kumar (Exports) Ltd.
The Directors are pleased to present the 23rd Annual Report of Amir Chand Jagdish Kumar (Exports) Limited (the
"Company"), along with the summary of standalone and consolidated financial statements for the year ended March
31, 2026.
OVERVIEW OF FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for the Financial Year ended March 31, 2026, are
summarized as under:
|
Standalone |
Consolidated |
|||
|
Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
Revenue from operations |
20,300.19 |
17,125.40 |
22,871.38 |
20,016.47 |
|
Other Income |
45.33 |
23.82 |
45.33 |
23.82 |
|
Earnings before Interest, Tax, Depreciation and |
1,921.10 |
1,387.10 |
2,252.15 |
1,636.52 |
|
Profit Before Depreciation, Exceptional Items and Tax |
1,106.06 |
623.12 |
1,437.11 |
872.53 |
|
Less: Depreciation |
63.67 |
69.99 |
64.50 |
70.25 |
|
Add: Exceptional Items |
-- |
-- |
-- |
-- |
|
Profit before Tax(PBT) |
1,042.39 |
553.13 |
1,372.61 |
802.28 |
|
Provision for Tax |
277.56 |
149.80 |
339.61 |
194.05 |
|
Profit after Tax(PAT) |
764.83 |
403.34 |
1,033.01 |
608.23 |
|
Earnings per share (Face Value of Rs. 10 each) |
||||
|
i) Basic (in Rs.) |
9.26 |
4.93 |
12.51 |
7.46 |
|
ii) Diluted (in Rs.) |
9.26 |
4.93 |
12.51 |
7.46 |
STATE OF COMPANY''S AFFAIRSThe Key highlights of the consolidated performance are as under:
⢠Company''s Gross Revenue from Operations increased to Rs. 22,871.38 Million (March 31, 2025: Rs. 20,016.47
Million).
⢠The Company''s export revenue decreased to Rs. 7,483.97 Million (March 31, 2025: Rs. 7,660.65 Million).
⢠Company''s Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) increased to Rs. 2,252.15 Million
(March 31, 2025: Rs 1,636.52 Million).
⢠Company''s Profit before Tax (PBT) has increased to Rs. 1,372.61 Million (March 31, 2025: Rs. 802.28 Million).
⢠Company''s Profit after Tax (PAT) has increased to Rs. 1,033.01 Million (March 31, 2025: Rs. 608.23 Million).
⢠Net Worth of the Company increased to Rs. 9,241.32 Million (March 31,2025: Rs. 3,791.83 Million).
⢠Basic EPS of the Company on a consolidated basis stood at Rs. 12.51 (March 31, 2025: Rs. 7.46).
The Key highlights of the standalone performance are as under:
⢠Company''s Gross Revenue from Operations increased to Rs. 20,300.19 Million (March 31, 2025: Rs. 17,125.40 Million).
⢠The Company''s export revenue decreased to Rs. 7,483.97 Million (March 31, 2025: Rs. 7,660.65 Million).
⢠Company''s Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) increased to Rs. 1,921.10 Million
(March 31, 2025: Rs 1,387.10 Million).
⢠Company''s Profit before Tax (PBT) has increased to Rs. 1,042.39 Million (March 31, 2025: Rs. 553.13 Million).
⢠Company''s Profit after Tax (PAT) has increased to Rs. 764.83 Million (March 31, 2025: Rs. 403.34 Million).
⢠Net Worth of the Company increased to Rs. 8,623.05 Million (March 31, 2025: Rs. 3,441.75 Million).
⢠Basic EPS of the Company on standalone basis stood at Rs. 9.26 (March 31, 2025: Rs. 4.93).
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 THIS REPORT
No material changes other than those disclosed as part of this Annual Report, affecting the financial position of the
Company have occurred between March 31, 2026, and the date of this Annual Report.
Further, pursuant to the approval of NSE and BSE, the trading symbol and Scrip ID (in the BOLT Plus system) of the
Company has been changed from ''AMIRCHAND'' to ''AEROPLANE'', effective from July 20, 2026.
INITIAL PUBLIC OFFER AND LISTING OF COMPANY ON STOCK EXCHANGES
The Company had undertaken the requisite preparations for listing of its equity shares and, in connection therewith,
filed the draft red herring prospectus ("DRHP") with the respective stock exchanges, viz. National Stock Exchange of
India Limited ("NSE") and BSE Limited ("BSE"), on June 27, 2025.
The Company received the in-principle approvals from BSE and NSE on September 24, 2025. Subsequently, the
Board noted the letter issued by the Securities and Exchange Board of India ("SEBI") dated October 8, 2025, bearing
reference number SEBI/HO/CFD/RAC-DIL3/P/OW/2025/26180/1.
Pursuant thereto, the Company filed the red herring prospectus ("RHP") dated March 12, 2026 and the Prospectus
dated March 28, 2026 with the Registrar of Companies, National Capital Territory of Delhi-II at Central Delhi ("RoC")
and SEBI, respectively.
The Company thereafter successfully completed its Initial Public Offering ("IPO"), pursuant to which it received
funding of Rs. 4,400 Million. The issue opened for subscription on March 24, 2026, and closed on March 27, 2026,
while the issue for anchor investors opened and closed on March 23, 2026. The allotment of securities was completed
on March 30, 2026, in consultation with Emkay Global Financial Services Limited and Keynote Financial Services
Limited, the Book Running Lead Managers ("BRLMs") to the issue, and the authorised signatory of BSE, being the
Designated Stock Exchange.
The securities of the Company were subsequently admitted for trading and became available for trading on both BSE
and NSE with effect from April 2, 2026.
During the year under review, no amount was transferred to reserves by the Company.
The Board does not recommend any dividend on the equity shares of the Company for the financial year ended March
31, 2026, considering that the Company is in growth stage and requires funds to support its growth objectives.
The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/05/Dividend-Policy_V1.2025-1.pdf.
CAPITAL STRUCTURE/SHARE CAPITAL
As on March 31, 2026, the authorized share capital stood at Rs 1,200 Million, whereas the subscribed and paid-up
share capital of the Company stood at Rs. 1,035.52 Million comprising of 10,35,51,556 equity shares of Rs.10/- each.
The details of allotment made during the financial year 2025-26 are as follows:
|
Sr. No. Date of allotment |
Brief Details |
No. of Equity |
Face Value per |
Premium amount |
|
1. August 20, |
Allotment of equity shares of the |
7,55,812 |
10 |
162 |
|
2. March 30, |
Allotment under |
207,54,716 |
10 |
202 |
Further, the Company has no other type of securities except equity shares forming part of the Share Capital of the
Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as per SEBI Listing Regulations, is presented
in a separate section, which forms part of this Annual Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there was no change in the nature of the business of the Company.
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the draft of annual return for the financial year 2025-26 in prescribed
form ''MGT-7'', is available on the website of the Company at www.aeroplanerice.com. The Company will file the annual
return with the RoC for the year 2025-26 within the timelines prescribed under the Act and the same will be made
available on the website of your Company.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Board of Directors
As on March 31, 2026, the Board comprised of 6 (Six) members consisting of 2 (Two) executive directors, 1 (One)
non-executive non-independent director and 3 (Three) non-executive independent directors including 1 (One)
women director. During the year under review, there were no changes in directors of the Company.
Further, Mr. Gauri Shankar (DIN: 06764026) and Ms. Rajni (DIN: 10650061) have been re-appointed as Independent
Directors of the Company for a further term of 5 years w.e.f. July 9, 2026, and August 27, 2026, respectively,
subject to approval of the members at the ensuing Annual General Meeting "AGM".
The brief profile of the said directors, their nature of expertise, details of directorships held in other companies,
along with their shareholding in the Company, as stipulated under Secretarial Standard - 2, is appended as an
annexure to the Notice of the ensuing AGM.
The composition of the Board of the Company and other details required under SEBI Listing Regulations are given
separately in the report on Corporate Governance as Annexed to this Annual Report.
Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive
Professional Directors. The Chairman of the Board is a Managing Director.
During the financial year ended on March 31, 2026, the composition of Board of Directors is as follows:
|
Sr. No. |
DIN |
Name of the Directors |
Designation |
Date of Original |
Date of Cessation |
|
1. |
00012690 |
Mr. Jagdish Kumar Suri |
Chairman & |
29.08.2003 |
Continuing |
|
2. |
00012654 |
Mr. Rahul Suri |
Whole Time Director |
29.08.2003 |
Continuing |
|
3. |
00012622 |
Mrs. Ramnika Suri |
Non-Executive Director |
29.08.2003 |
Continuing |
|
4. |
09636972 |
Mr. Yogendra Kumar Singhal |
Independent Director |
10.06.2022 |
Continuing |
|
5. |
06764026 |
Mr. Gauri Sankar |
Independent Director |
09.07.2024 |
Continuing |
|
6. |
10650061 |
Ms. Rajni |
Independent Director |
27.08.2024 |
Continuing |
All the Directors possess requisite qualifications and experience in general corporate management, strategy,
finance, banking, and other allied fields which enable them to contribute effectively to the Company in their
capacity as Directors of the Company.
As on the date of this report, following are the key managerial personnel (the "KMP") as per section 203(1) read
with section 2(51) of the Act and rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014:
|
Name of the KMP |
Designation |
|
|
Mr. Jagdish Kumar Suri (DIN: 00012690) |
Chairman & Managing Director |
|
|
Mr. Rahul Suri (DIN: 00012654) |
Whole time Director |
|
|
Mr. Anuj Verma (PAN: AGBPV9103A) |
Chief Financial Officer |
|
|
Ms. Sadhana Khurana (PAN: AKHPB5454A) |
Company Secretary and Complian |
ce Officer |
Details of Changes in KMPs during the financial year 2025-26 are given below:
|
Name of the KMP |
Nature of change |
With effect from |
|
Mr. Jagdish Kumar Suri |
Re-appointment as Managing Director of the Company |
October 1, 2025 |
|
Mr. Rahul Suri |
Re-appointment as Whole time Director of the Company |
October 1, 2025 |
|
Ms. Nancy Gulati |
Resignation as Company Secretary |
March 31, 2025 |
|
Ms. Sadhana Khurana |
Appointment as Company Secretary and Compliance Officer |
April 10, 2025 |
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the
Company, Ms. Ramnika Suri (DIN: 00012622), non-executive director of the Company retires by rotation at the
ensuing AGM and being eligible, offers herself for re-appointment in the said ensuing AGM.
The brief profile of the above-named director, her nature of expertise, details of directorships held in other
companies, along with her shareholding in the Company, as stipulated under Secretarial Standard - 2, is appended
as an annexure to the Notice of the ensuing AGM.
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, key managerial personnel, senior management personnel and their remuneration.
The Company''s remuneration policy is market-driven and aims at attracting and retaining high-performance talent.
The Managing Director and other Executive Directors are paid remuneration by way of salary, benefits, perquisites,
allowances (fixed component). Annual compensation changes are decided after considering external benchmark data
and overall business performance within the salary scale approved by the Board and Shareholders.
The remuneration policy approved by the Board can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/06/7.-Nomination-and-Remuneration-Policy.pdf.
DECLARATION BY DIRECTORS
The Company has received necessary declarations/ disclosures from each Independent Directors of the Company
under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations that they fulfill the criteria of
Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations,
and have also confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement
and without any external influence.
The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s
Database maintained by the Indian Institute of Corporate Affairs. All the Independent Directors have qualified in the
online proficiency self-assessment test or are exempted from passing the test as required in terms of section 150 of
the Act read with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.
None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section
164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors)
Rules, 2014 (including any statutory modification(s) and or re-enactment(s) thereof for the time being in force) or are
debarred or disqualified by SEBI, Ministry of Corporate Affairs ("MCA") or any other such statutory authority.
Further, based on these disclosures and confirmations, the Board is of the opinion that the Directors of the Company
are distinguished persons with integrity and have necessary expertise and experience to continue to discharge their
responsibilities as the Directors of the Company.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Disclosure pertaining to familiarisation programme for Independent Directors is provided in the report on
Corporate Governance Report forming part of this Annual Report.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on March 13, 2026 without the presence of Non
Independent Directors and members of the management.
During the year under review, 16 (Sixteen) meetings of the Board of Directors were convened and held, the details
of which are given in the report on Corporate Governance as Annexed to this Annual Report, which is forming a part
of this Annual Report. The intervening gap between the said Meetings of Board of Directors was within the period
prescribed under the Companies Act, 2013. The details of the Board Meetings and the attendance of Directors thereat,
forms part of the Corporate Governance Report, which is annexed to this Annual Report.
The Board has duly constituted an Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee in terms of
the requirements of the Companies Act, 2013 read with the Rules made thereunder and regulations 18, 19, 20 and 21
of the SEBI Listing Regulations.
The details of the role and composition of these Committees, including the number of meetings held during the
financial year and attendance at these meetings are provided in the Corporate Governance section of the Annual
Report.
ANNUAL PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of the Act, the Nomination and Remuneration Committee has approved the process,
format, attributes, and criteria for the performance evaluation of the Board, Board Committees and Individual Directors
including the Managing Director. The process provides that the performance evaluation shall be carried out on an
annual basis. During the year, the Directors had completed the evaluation process, which included evaluation of the
Board as a whole, the Board Committees and individual Directors including the Managing Director.
The Directors actively participated in the evaluation process.
CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT
In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy)
Rules, 2014, and amendment thereof, the Board has constituted a Corporate Social Responsibility (CSR) Committee.
The composition of the CSR Committee is provided in the report on Corporate Governance, which forms part of this
Annual Report.
The Company''s CSR Projects are compliant with the CSR mandate as specified under section 135 read with Schedule
VII of the Act along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("CSR Rules"), as
amended from time to time and in line with notifications issued by the MCA, from time to time.
The brief outline of CSR Policy, including overview of the program proposed to be undertaken, the composition
of the CSR Committee, average net profits of the Company for the past three financial years, prescribed
CSR expenditure and details of amount spent on CSR activities during the financial year have been disclosed
in Annexure 1 to this report, as mandated under the said Rules. Further, the Corporate Social Responsibility Policy
of the Company as approved by the Board has been hosted on the website of the Company at
https://www.aeroplanerice.com/wp-content/uploads/2025/06Z2.-CSR-Policy.pdf.
The Chief Financial Officer (CFO) of the Company has certified that the CSR funds so disbursed for the projects have
been utilized for the purposes and in the manner as approved by the Board.
The Company has implemented a risk management framework and has in place a mechanism to inform the Board
about risk management and minimisation procedures and periodical review to ensure that risks are controlled by the
framework.
The main objective is to ensure sustainable business growth with stability and to promote a pro-active approach
in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, it
establishes a structured and disciplined approach to manage the risk, in order to guide decisions on risk related
issues.
In today''s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are regulations, competition, Business
risk which inter-alia, includes financial risk, political risk, fidelity risk, legal risk etc., Technology obsolescence,
Investments, retention of talent and expansion of facilities.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
Further details on the risk management activities including the implementation of risk management policy, key risks
identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this
Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013
Particulars of investments made by the Company are provided under Notes 6A and 9A to the Standalone Financial
Statements.
Further, during the year, the Company has not granted any loans, provided any guarantee or provided any security in
connection with any loan to any other body corporate or person.
DETAILS RELATING TO PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits from the public in terms of Section 73 of
the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with
the policy on related party transactions and the related party framework, formulated and adopted by the Company.
All contracts/arrangements/transactions entered into by the Company during the year under review with related
parties were in the ordinary course of business and on arm''s length. All transactions entered into with related parties
were approved by the Audit Committee of the Company. During the year under review, the Company had not entered
into any contract/arrangement/transaction with related parties which could be considered material in accordance
with the policy on related party transactions or which is required to be reported in Form No. AOC - 2 in terms of Section
134(3)(h) read with Section 188 of the Act, and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there
are no transactions that are required to be reported in Form No. AOC - 2.
Members may refer to Note 34 of the standalone financial statement which sets out related party disclosures pursuant
to Ind AS.
In line with the requirement of the Act and the SEBI Listing Regulations, as amended from time to time the Company
has formulated a policy on related party transactions for identifying, reviewing, approving and monitoring of related
party transactions and the same is available on the website of the Company and can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/06/12.-RPT-Policy.pdf.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to the Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and
Outgo, required to be disclosed pursuant to Section 134(3)(m) of the Act read with the Companies (Accounts) Rules,
2014 is annexed as Annexure 2 and forms part of this Board''s Report.
In terms of the provisions of Section 139 of the Act, M/s. Pramod K. Sharma & Co., Chartered Accountants (Firm
Registration no.: 007857C) were appointed as the Statutory Auditors of the Company at the 21st Annual General
Meeting of the Company held on September 20, 2024, for a period of five years i.e., till the conclusion of ensuing
26th Annual General Meeting of the Company. The auditors have confirmed that they have subjected themselves
to the peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued
by the peer review Board of the ICAI.
The Auditors'' Report on the Standalone and Consolidated Financial Statements of the Company does not contain
any qualification, reservation or adverse remark.
Further, during the year under review, the Auditors had not reported any fraud matter under section 143 (12) of the
Act in their report.
In terms of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board appointed M/s. PWR Associates, Practicing Company Secretary as Secretarial Auditor to
conduct the audit of Secretarial Compliance of the Company for financial year 2025-26.
M/s. KARS & Co, the Chartered Accountants (Firm Registration No: 027745C), were appointed as Internal Auditors
of the Company to periodically audit the adequacy and effectiveness of the internal controls laid down by the
management. During the year, no material weakness in our operating effectiveness was observed. During the
financial year 2025-26, the Internal Audit Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT
The Secretarial Audit Report for the financial year 2025-26 issued by M/s. PWR Associates, Practicing Company
Secretary confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines
and that there were no deviations or non- compliances. The Secretarial Audit Report is annexed as Annexure 3 to this
Annual Report.
The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimers.
Pursuant to the requirements of the Listing Regulations, ACJK Foods Private Limited, being Material Unlisted
Subsidiary of the Company, has undergone secretarial audit for the financial year 2025-26 by M/s. PWR Associates,
Practicing Company Secretary. The Secretarial Audit Report confirms compliance with the applicable provisions of the
Act, Rules, Regulations and Guidelines and do not contain any observations relating to non-compliance or deviations.
The Secretarial Audit Report of ACJK Foods Private Limited is annexed at Annexure 4 to this Annual Report.
Further, during the financial year 2025-26, the requirement for obtaining Secretarial Compliance Report was not
applicable to the Company as the equity shares of the Company were listed on BSE and NSE on April 2, 2026.
DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES
ACT, 2013
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of section 148(1) of
the Act are not applicable for the business activities carried out by the Company as the Central Government has not
prescribed the maintenance of cost records under Section 148 of the Act for the services rendered by the Company.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and ability confirm that:
a. in preparation of the annual accounts, the applicable accounting standards have been followed with proper
explanation relating to material departures;
b. they have 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 of the Company for that period;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems are adequate and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are set out in prescribed
format and annexed herewith as Annexure 5 to this Annual Report.
Further, the Annual Report and the accounts are being sent to the members excluding the statement as required
under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. In
terms of Section 136 of the Act, the said annexure is open for inspection. Any shareholder interested in obtaining a
copy of the same may write to the Company Secretary and the same will be provided free of cost to the shareholder.
Your Company is committed to maintain the highest standards of governance and has also implemented several best
governance practices . The Company embeds sound Corporate Governance practices and constantly strives to adopt
emerging best practices. In compliance with the provisions of Regulation 34 of the SEBI Listing Regulations a report
on Corporate Governance of the Company forms part of this Annual Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company''s internal control procedures which includes internal financial controls, ensure compliance with various
policies, practices and statutes and keeping in view the organisation''s pace of growth and increasing complexity of
operations.
The Company has adequate internal financial control systems in place. The control systems are regularly reviewed by
the external auditors and their reports are presented to the Audit Committee.
The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability,
responsibility and authority of Internal Audit Department.
The internal audit reports are reported to Audit Committee along with management response.
NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
During the financial year 2025-26, no entity became or ceased to be Subsidiary, Joint Venture or Associate of the
Company.
However, Aeroplane FMCG Pte. Ltd., Singapore became the wholly owned subsidiary of the Company with effect from
May 15, 2026.
SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES
During the year under review, the Company has only one wholly owned subsidiary company, viz., ACJK Foods Private
Limited.
There hasn''t been any material change in the nature of the business of the subsidiary during the financial year 2025-26.
The Subsidiary of the Company is managed by its Board of Directors. The annual financial statements and minutes
of the meetings of the subsidiary company is periodically reviewed by the Audit Committee and Board of Directors
of the Company respectively. The management periodically brings to the notice of the Audit Committee and the
Board of Directors of the Company, a statement of all significant transactions and arrangements entered into by the
subsidiaries, if any.
A statement containing salient features on the financial statements and details of performance of subsidiary company,
as per section 129(3) of the Act in form AOC-1 is provided as Annexure 6 to this Report.
During the year under review, ACJK Foods Private Limited is material unlisted subsidiary company to the Company as
per SEBI Listing Regulations.
Further, there is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013, and rules made thereunder.
The Policy for determining Material Subsidiaries is available on the Company''s website and can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/06/9.-Material-Subsidiary-Policy.pdf.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern
status and future operation of the Company.
ESTABLISHMENT OF VIGIL MECHANISM
As per the provisions of Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company is
required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.
The Company has adopted a vigil mechanism as envisaged in the Act and the SEBI Listing Regulations, and is implemented
through the Company''s whistle blower policy which forms a part of the Code of Conduct. The whistle blower policy
outlines the method and process for the stakeholders to voice genuine concerns about unethical conduct that may be an
actual or threatened breach with the Company''s Code of Conduct. The policy aims to ensure that genuine complainants
are able to raise their concerns in full confidence, without any fear of retaliation or victimisation and also allows for
anonymous reporting of complaints and makes provision for direct access to the Chairman of the Audit Committee.
The Whistle Blower Policy has been placed on the website of the Company and can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/06/7.-Details-of-establishment-of-vigil-mechanism-
Whistle-Blower-policy.pdf.
POLICY ON PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The said policy
is uploaded on the website of the Company which can be accessed at
https://www.aeroplanerice.com/wp-content/uploads/2025/06/21.-POSH-Policy.pdf.
The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working
environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee
("ICC") to inquire into complaints of sexual harassment and recommend appropriate action.
During the financial year under review:
⢠Total number of sexual harassment complaints received during the financial year : NIL
⢠Number of complaints resolved : NIL
⢠Number of cases pending for more than 90 days : NIL
The Company has scheduled trainings for educating employees and management on steps to avoid sexual harassment
of women at the workplace, at various intervals, during the reporting period.
MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible
women employees have been extended the statutory benefits prescribed under the Act, including paid maternity
leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks
and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and
supportive work environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.
Number of employees as on the closure of the financial year standalone basis:
SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards
issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no
transactions on these matters during the year under review:
⢠Issue of equity shares with differential rights as to dividend, voting or otherwise.
⢠Issue of sweat equity shares to the employees or directors of the Company.
⢠No proceeding pending under the Insolvency and Bankruptcy Code, 2016.
⢠No instance of onetime settlement with any Bank or Financial Institution.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the unstinted support and co-operation given by the
banks and financial institutions. Your Directors would further like to record their appreciation of the efforts by the
employees of the Company and wish to express their gratitude to the Members for their continued trust and support.
For and on behalf of the Board of Directors
Amir Chand Jagdish Kumar (Exports) Limited
Sd/-
Jagdish Kumar Suri
Chairman and Managing Director
DIN:00012690
Date: September 04, 2026
Place: Delhi
The Directors are pleased to present the 22nd Annual Report of Amir Chand Jagdish Kumar (Exports) Limited (the "Company"), along with the summary of standalone and consolidated financial statements for the year ended March 31,2025.
1. OVERVIEW OF FINANCIAL PERFORMANCE
Key highlights of consolidated and standalone financial performance for the Financial Year ended March 31, 2025, are summarized as under:
|
(Rs. In Millions) |
||||
|
Particulars |
Standalone |
Consolidated |
||
| Â |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
Revenue from operations |
17,125.40 |
13446.74 |
20,016.47 |
15495.24 |
|
Other Income |
23.82 |
17.94 |
23.82 |
18.97 |
|
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) |
1410.92 |
1010.73 |
1660.34 |
1115.61 |
|
Profit Before Depreciation, Exceptional Items and Tax |
623.12 |
362.22 |
872.53 |
466.60 |
|
Less: Depreciation |
69.99 |
73.34 |
70.25 |
73.37 |
|
Add: Exceptional Items |
0 |
5.24 |
- |
5.24 |
|
Profit before Tax(PBT) |
553.13 |
294.12 |
802.28 |
398.47 |
|
Provision for Tax |
149.80 |
73.55 |
194.05 |
90.76 |
|
Profit after Tax(PAT) |
403.34 |
220.57 |
608.22 |
307.71 |
|
Earnings per share (Face Value of Rs. 10 each) |
 |  |  |  |
|
i) Basic (in Rs.) |
4.93 |
2.70 |
7.46 |
3.79 |
|
ii) Diluted (in Rs.) |
4.93 |
2.70 |
7.46 |
3.79 |
2. Â Â Â STATE OF COMPANY'S AFFAIRSThe Key highlights of the consolidated performance are as under:
>    Companyâs Gross Revenue from Operations kept to Rs. 20,016.47 Millions [March 31, 2024 Rs. 15,495.24 Millions).
>    The companyâs export revenue has been decrease to Rs. 7660.65 Millions (March 31, 2024 Rs. 8240.01 Millions).
y Company is able to maintain its Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) to Rs. 1,660.34 Millions (March 31, 2024 Rs 1,115.61 Millions).
> Â Â Â Company's Profit before Tax (PBT) is increased to Rs. 802.28 Millions (March 31, 2024Â Rs. 398.47 Millions).
>    Companyâs Profit after Tax (PAT) is increased to Rs 608.22 Millions (March 31, 2024 Rs 307.71 Millions).
>    Net Worth of the Company increased to Rs. 3,791.83 Millions (March 31,2024 Rs. 3,114.77 Millions).
>    Basic EPS of the Company on a consolidated basis stood at Rs.7.46 (March 31, 2024 Rs. 3.79).
During the year under review, no amount was transferred to any of the reserves by the Company.
The Board of Directors of the Company has not recommended any final dividend or declared interim Dividend out of the profits of the financial year ended on March 31,2025.
5. Â Â Â CAPITAL STRUCTURE/SHARE CAPITAL
As on March 31, 2025, the authorized share capital stood at Rs 1200 Millions, whereas subscribed and paid-up share capital of the Company stood at Rs.820.41 Millions comprising 82,04,10,28 equity shares of Rs.10 each.
There has been followings changes during the financial year 2024-25:
a)    Authorized share capital has been increased from Rs. 75 Millions (Seventy Five Millions) divided into 75,00,000 (Seventy Five Lakhs) equity shares to Rs. 1200 Millions (Twelve Hundred Millions Only), divided into 12,00,00,000 (Twelve Crore) Equity Shares, by the creation of additional authorized share capital of Rs. 1125 Millions (Eleven Hundred Twenty five Millions), divided into 11,25,00,000 (Eleven Crore Twenty Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten only) Each, as on August 20, 2024.
b)    Paid-up share capital of the Company has been increased from Rs. 54.38 Millions (Rupees Fifty-four Millions Three hundred Eighty thousand) to Rs. 820.41Millons (Rupees Eight Hundred Twenty Millions Four hundred ten thousand ), having Equity Shares of Rs. 10/- (Rupees Ten) Each, pursuant Private Placement dated August 24, 2024 and September 23, 2024 and Bonus issue dated September 11, 2024.
Further, the Company has no other type of securities except equity shares forming part of Equity Share Capital of the Company.
However, after the closure of Financial Year 2024-25, the following transactions occurred w.r.L share capital of the Company:
?.    Paid-up share capital of the Company has been increased from Rs. 820.4IMillons (Rupees Eight Hundred Twenty Millions Four Hundred Ten thousand) to Rs. 827.97 (Rupees Eight Hundred Twenty-seven Millions Nine Hundred Seventy Thousand), having Equity Shares of Rs. 10/- (Rupees Ten only)Each, pursuant private Placement on preferential basis dated August 20, 2025.
The Annual Return for Financial Year 2024-25 in prescribed form 'MGT-7', pursuant to provisions of Section 92 of the Act read with the rules framed thereunder, is available on the website of the Company at www.aeroplanerice.com.
7. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year under review, 7 (Seven) Board meetings were held, the details of which are appearing in this Report
8. BOARD & COMMITTEES OF BOARD, NUMBER OF MEETINGS HELD OF THE BOARD &Â BOARD COMMITTEES
Your Company is managed and controlled by a Board comprising an optimum blend of Executive and Non-Executive Professional Directors. The Chairman of the Board is a Managing Director.
As on March 31, 2025, the Board of Directors consists of total 6 Directors
|
s. No. |
Name |
Designation |
Category |
|
1. |
Mr. Jagdish Kumar Suri |
Chairman and Managing Director |
Executive Director |
|
2. |
Mr. Rahul Suri |
Whole Time Director |
Executive Director |
|
3. |
Mrs. Ramnika Suri |
Non Independent Director |
Non-executive Director |
|
4. |
Mr. Yogendra Kumar Singhal |
Independent Director |
Non-executive Director |
|
5. |
Mr. Gauri Sankar |
Independent Director |
Non-executive Director |
|
6. |
Ms. Rajni |
Independent Director |
Non-executive Director |
All the Directors possess requisite qualifications and experience in general corporate management, strategy, finance, banking, and other allied Fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
All the recommendations made by committees of the Board including the Audit Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee were accepted by the Board.
A detailed update on the Board, its composition, number of Board and Committee meetings held during FY 2024-25 are provided as below:
During the Financial Year 2024-25, the Company held 7 (Seven) Board meetings of the Board of Directors as per Section 173 of Companies Act, 2013. The provisions of Companies Act, 2013 were duly adhered to while conducting meetings and the time gap between two Board Meetings.
|
S. No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
|
1. |
09.07.2024 |
6 |
5 |
|
2. |
26.07.2024 |
6 |
4 |
|
3. |
17.08.2024 |
6 |
5 |
|
4. |
27.08.2024 |
6 |
5 |
|
5. |
13.09.2024 |
6 |
6 |
|
6 |
19.09.2024 |
6 |
6 |
|
7 |
28.12.2024 |
6 |
6 |
|
The attendance details of the Board Members are as follows: |
|||
|
S. No. |
Name of the Director |
Number of Meetings which director was entitled to attend |
Number of Meetings Attended |
|
1. |
Mr. Jagdish Kumar Suri |
7 |
7 |
|
2. |
Mr. Rahul Suri |
7 |
7 |
|
3. |
Mrs. Ramnika Suri |
7 |
7 |
|
4. |
Mr. Yogendra Kumar Singhal |
7 |
7 |
|
5. |
Mr. Bhupinder Nayyar |
1 |
1 |
|
6. |
Mr. Yashpal Sachdev |
4 |
0 |
|
7. |
Mr. Gauri Sankar |
6 |
5 |
|
8. |
Ms. Rajni |
3 |
3 |
|
B. i. |
AUDIT COMMITTEE Composition of the Committee As on March 31, 2025, the Audit Committee of the Company comprises of following Members: |
|||
| Â |
S. No. |
Name of Members |
Designations |
|
|
1 |
Mr. Gauri Sankar |
Chairman |
||
|
2 |
Ms. Rajni |
Member |
||
|
3 |
Mr. Rahul Suri |
Member |
||
|
ii. |
Meetings and Attendance During the financial year 2024-25,4 (Four] meetings of Audit Committee were held. The details of Audit Committee Meetings held and attended by the Members are as follows: |
|||
| Â |
S. No. |
Date of Meeting |
Committee Strength |
No. of Committee Members Present |
|
1. |
09.07.2024 |
3 |
2 |
|
|
2. |
27.08.2024 |
4 |
4 |
|
|
3. |
19.09.2024 |
3 |
3 |
|
|
4. |
28.12.2024 |
3 |
3 |
|
|
iii. The attendance details of the Audit Committee Members are as follows: |
||||
| Â |
S. No. |
Name of the Members |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
|
1. |
Mr. Yogendra Kumar Singhal |
2 |
2 |
|
|
2. |
Mr. Bhupinder Nayyar |
1 |
0 |
|
|
3. |
Mr. Jagdish Kumar Suri |
2 |
2 |
|
|
4. |
Ms. Rajni |
2 |
2 |
|
|
5. |
Mr. Rahul Suri |
3 |
3 |
|
|
6. |
Mr. Gauri Sankar |
3 |
3 |
|
|
c. i. |
CORPORATE SOCIAL RESPONSIBILITIES (CSR) COMMITTEE MEETING Composition of the Committee As on March 31, 2025, the CSR Committee of the Company comprises of following Members: |
|||
| Â |
S. No. |
Name of Members |
Designations |
|
|
1 |
Mr. Rahul Suri |
Chairman |
||
|
2 |
Mrs. Ramnika Suri |
Member |
||
|
3 |
Mr. Yogendra Kumar Singhal |
Member |
||
|
ii. |
Meetings and Attendance During the financial year 2024-25, 2 (Two) meeting of CSR Committee was held. The details of CSR Committee Meetings held and attended by the Members are as follows: |
|||
| Â |
S. No. |
Date of Meeting |
Committee Strength |
No. of Committee Members Present |
|
1. |
27.08.2024 |
3 |
3 |
|
|
2. |
07.01.2025 |
3 |
3 |
|
|
iii. The attendance details of the CSR Committee Members are as follows: |
||||
| Â |
S. No. |
Name of the Director |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
|
1. |
Mr. Rahul Suri |
2 |
2 |
|
|
2. |
Mrs. Ramnika Suri |
2 |
2 |
|
|
3. |
Mr. Yogendra Kumar Singhal |
2 |
2 |
|
|
D. i. |
NOMINATION & REMUNERATION COMMITTEE (NRC) MEETING Composition of the Committee As on March 31, 2025, the NRC Committee of the Company comprises of following Members |
|||
| Â |
S. No. |
Name of Members |
Designations |
|
|
1 |
Mr. Yogendra Kumar Singhal |
Chairman |
||
|
2 |
Mrs. Ramnika Suri |
Member |
||
|
3 |
Mr. Gauri Sankar |
Member |
||
|
ii. |
Meetings and Attendance During the financial year 2024-25, 4 (Four) meeting of NRC were held. The details of NRC Meetings held and attended by the Members are as follows: |
|||
| Â |
S. No. |
Date of Meeting |
Committee Strength |
No. of Committee Members Present |
|
1. |
09.07.2024 |
4 |
3 |
|
|
2. |
17.08.2024 |
3 |
2 |
|
|
3. |
27.08.2024 |
3 |
3 |
|
|
4. |
13.09.2024 |
3 |
3 |
|
|
iii. The attendance details of the NRC Members are as follows: |
||||
| Â |
S. No. |
Name of the Director |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
|
1. |
Mr. Bhupinder Nayyar |
1 |
1 |
|
|
2. |
Mr. Yashpal Sachdev |
2 |
0 |
|
|
3. |
Mr. Yogendra Kumar Singhal |
4 |
4 |
|
|
4. |
Mr. Jagdish Kumar Suri |
2 |
2 |
|
|
5. |
Mr. Gauri Sankar |
2 |
2 |
|
|
6. |
Mrs. Ramnika Suri |
2 |
2 |
|
|
E. i. |
INDEPENDENT DIRECTORS MEETING Meetings and Attendance During the financial year 2024-25,1 (One) meeting of Independent Directors were held. The details of Independent Directors meeting are as follows: |
||||
| Â |
S. No. |
Date of Meeting |
Strength of Meeting |
No. of Independent Directors Present |
 |
|
1. |
28.12.2024 |
3 |
3 |
||
|
ii. The attendance details of the Independent Directors are as follows: |
 | ||||
| Â |
S. No. |
Name of the Director |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
 |
|
1. |
Mr. Gauri Sankar |
1 |
1 |
||
|
2. |
Mr. Yogendra Kumar Singhal |
1 |
1 |
||
|
3. |
Ms. Rajni |
1 |
1 |
||
|
F. i. |
RISK MANAGEMENT COMMITTEE MEETING Composition of the Committee As on March 31, 2025, the Risk Management Committee of the Company comprises of following Members |
||||
| Â |
S. No. |
Name of Members |
Designations |
||
|
1 |
Mr. Rahul Suri |
Chairman |
|||
|
2 |
Mr. Gauri Shankar |
Member |
|||
|
3 |
Mr. Jagdish Kumar Suri |
Member |
|||
|
ii. |
Meetings and Attendance During the financial year 2024-25,1 (One) meeting of Risk Management Committee was held. The details of Risk Management Committee meeting are as follows: |
|||||
| Â |
S. No. |
Date of Meeting |
Strength of Meeting |
No. of Independent Directors Present |
||
|
1. |
28.12.2024 |
3 |
3 |
|||
|
iii. |
The attendance details of the Risk Management Committee members are as follows: |
|||||
| Â |
S. No. |
Name of the Director |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
||
|
1. p |
Ay. Rahul Suri |
1 |
1 |
|||
|
2. p |
4r. Gauri Shankar |
1 |
1 |
|||
|
3. p |
4r. Jagdish Kumar Suri |
1 |
1 |
|||
|
G. STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING i. Composition of the Committee As on March 31, 2025, the Stakeholders Relationship Committee of the Company comprises of following Members: |
||||||
| Â |
S. No. |
Name of Members |
Designations |
|||
|
1 |
Mrs. Ramnika Suri |
Chairman |
||||
|
2 |
Ms. Rajni |
Member |
||||
|
3 |
Mr. Rahul Suri |
Member |
||||
|
ii. |
Meetings and Attendance During the financial year 2024-25, 1 (One) meeting of Stakeholders Relationship Committee was held. The details of Stakeholders Relationship Committee meeting are as follows: |
|||||
| Â |
S. No. |
Date of Meeting |
Strength of Meeting |
No. of Independent Directors Present |
||
|
1. |
28.12.2024 |
3 |
3 |
|||
|
iii. |
The attendance details of the Stakeholders Relationship Committee members are as follows: |
|||
| Â |
S. No. |
Name of the Director |
Number of Committee Meetings which Committee Member was entitled to attend |
Number of Meetings Attended |
| Â |
1. |
Mrs. Ramnika Suri |
1 |
1 |
| Â |
2. |
Ms. Rajni |
1 |
1 |
| Â |
3. |
Mr. Rahul Suri |
1 |
1 |
9. Â Â Â DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) of the Act, the Board of Directors to the best of its knowledge and ability confirm that:
a.    In preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;
b.    They have 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 of the Company for that period.
c.    They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. Â Â Â They have prepared the annual accounts on a going concern basis.
e.    The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
10. Â Â Â INDEPENDENT DIRECTORS' DECLARATION
The Company has received declarations from all independent directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 of the Companies Act, 2013, and provided declarations as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
The Independent Directors provide annual confirmation that they meet the criteria of independence. Based on the confirmations/disclosures received from the Independent Directors, the Board confirms the fulfillment of the conditions as specified under the Act.
In the Board's opinion, the Independent Directors are people of high repute, integrity and possess the relevant expertise and experience in their respective fields.
Further, there was two new independent director appointed on the Board during the year under review.
11. Â Â Â APPOINTMENT AND REMUNERATION POLICY
The Company has implemented the Appointment and Remuneration Policy pursuant to the provisions of Section 178 of the Companies Act, 2013.
The Companyâs remuneration policy is market-driven and aims at attracting and retaining high-performance talent The Managing Director and other Executive Directors are paid remuneration by way of salary, benefits, perquisites, allowances (fixed component). Annual compensation changes are decided after considering external benchmark data and overall business performance within the salary scale approved by the Board and Shareholders.
12. Â Â Â BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELA. Changes in the Composition of the Board of Directors during the year
During the financial year ended on March 31, 2025, the composition of Board of Directors and Key Managerial Personnel are as follows:
|
s. No. |
DIN/PAN |
Name of the Directors or Key Managerial Personnel |
Designation |
Date of Original Appointment |
Date of Cessation |
|
1. |
00012690 |
Mr. Jagdish Kumar Suri |
Managing Director |
29.08.2003 |
Continuing |
|
2. |
00012654 |
Mr. Rahul Suri |
Whole Time Director |
29.08.2003 |
Continuing |
|
3. |
00012622 |
Mrs. Ramnika Suri |
Non-Executive Director |
29.08.2003 |
Continuing |
|
4. |
09636972 |
Mr. Yogendra Kumar Singhal |
Independent Director |
10.06.2022 |
Continuing |
|
5. |
06764026 |
Mr. Gauri Sankar |
Independent Director |
09.07.2024 |
Continuing |
|
6. |
10650061 |
Ms. Rajni |
Independent Director |
27.08.2024 |
Continuing |
|
7. |
AGBPV9103A |
Mr. Anuj Verma |
Chief Financial Officer |
17.08.2024 |
Continuing |
The following changes were occurred in the Board Composition and Key Managerial Personnel, during the financial year 2024-25:
i.    Mr. Bhupinder Nayyar, Independent Director and Mr. Yashpal Sachdev, Non-Executive Director has resigned from their offices w.e.f. July 22, 2024 and August 31, 2024, respectively, due to other professional reasons;
ii.    Designation of Mrs. Ramnika Suri, has been changed from Whole Time Director to Non-Executive Director w.e.f. July 31, 2024;
iii.    Mr. Gauri Shankar and Ms. Rajni, has been appointed as an Independent Director of the Company, w.e.f. July 09, 2024 and August 27, 2024, respectively.
iv. Â Â Â Mr. Anuj Verma has been appointed as Chief Financial Officer w.e.f. August 17, 2024.
v.    Ms. Nancy Gulati has been appointed as Company Secretary w.e.f. September 13, 2024. She has resigned from the post w.e.f March 31, 2025.
The following changes were occurred in KMP, after the closure of financial year 2024-25and before signing of Board Report:
i)Â Ms. Sadhana Khurana has been appointed as Company Secretary and Compliance Officer with effect from April 10,2025.
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Jagdish Kumar Suri [DIN: 00012690), Director of the Company retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offer themselves for re-appointment in the said ensuing AGM.
The brief resume of the above-named directors, their nature of expertise, details of directorships held in other companies, along with their shareholding in the Company, as stipulated under Secretarial Standard - 2, is appended as an annexure to the Notice of the ensuing AGM.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFÂ COMPANIES ACT, 2013
During the year, the company has not made any Investment, not provided guarantees, given security, or granted any loans and advances in the nature of loans except as provided in financial statement.
The details of investments are given in the Notes in 6A, 9A to the Standalone Financial Statements.
14. Â Â Â DETAILS RELATING TO DEPOSITS
The Company has neither accepted nor renewed matured deposits since incorporation and there were no deposits accepted by the Company as covered under Chapter V of the Act read with Rules made thereunder.
15. Â Â Â PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the FY 2024-25, all the contracts or arrangements or transactions entered into by the Company with the Related Parties were in compliance with the applicable provisions, rules, and regulations of the Companies Act, 2013. Further, contract or arrangements or transactions entered into by the Company with the Related Parties which could be material in nature are disclosed in Form AOC 2 annexed herewith as Annexure I to this report
The details of the related party transactions are set out in Note 38 to the Standalone financial statements forming part of this Annual Report.
16. Â Â Â CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEÂ EARNINGS AND OUTGO
Information relating to the Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo, required to be disclosed pursuant to Section 134[3}(m] of the Act read with the Companies [Accounts] Rules, 2014 is annexed as Annexure II and forms part of this Report.
17. Â Â Â CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
18. Â Â Â REPORT OF AUDITORSÂ A. Statutory Auditor
In terms of the provisions of Section 139 of the Act, M/s. Pramod K. Sharma & Co., Chartered Accountants [Firm Registration no.: 007857C] were appointed as the Statutory Auditors of the Company in the 21th Annual General Meeting held on September 20, 2024, for a period of five years i.e., till the conclusion of ensuing 26th Annual General Meeting of the Company.
The Auditorsâ Report on the Standalone Financial Statements and Consolidated Financial Statements of the Company does not contain any qualified opinion for 2024-25.
Further, during the year under review, the Auditors had not reported any fraud matter under Section 143 (12) of the Companies Act, 2013.
The Board had appointed M/s. PWR Associates, Practicing Company Secretaries, to conduct its Secretarial Audit for the financial year ended March 31, 2025. The Secretarial Auditors pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder, have submitted their report, confirming compliance by the Company with all provisions of applicable corporate laws. The same is provided in the Annexure III to this report
There was no observation/ qualification reported by the Secretarial Auditor for the period under review.
The Company does not fall within the purview of section 148 of the Companies Act, 2013 and hence, it is not required to appoint a cost auditor for the financial year 2024-2025.
19. Â Â Â DISCLOSURES AS MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OFÂ SECTION 148 OF THE COMPANIES ACT, 2013
The Company does not fall under the preview of section 148 of the Companies Act, 2013, and hence it is not required to maintain any cost records and accordingly such accounts and records are not made and maintained by the company.
20. Â Â Â PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosure of remuneration of employees covered under rule 5(2) of the companies (Appointment and Remuneration of Managerial Personnel) rules, 2014.
None of the employee of your Company, who was employed throughout the financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two Lakhs or more or if employed for the part of the financial year was in receipt of remuneration of Rupees Eight Lakh & Fifty Thousand or more per month.
21. Â Â Â DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHÂ REFERENCE TO THE FINANCIAL STATEMENTS:
The Company has adequate internal financial control systems in place. The control systems are regularly reviewed by the external auditors and their reports are presented to the Audit Committee.
The Company has an Internal Audit Charter specifying mission, scope of work, independence, accountability, responsibility and authority of Internal Audit Department.
The internal audit reports are reported to Audit Committee along with management response.
The Board Members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for implementing and monitoring the Risk Management for the Company.
The main objective of it is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, it establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.
In todayâs challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: Regulations, competition, Business risk, Technology obsolescence, Investments, retention of talent and expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk etc.
As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
23. Â Â Â CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT
In compliance with Section 135 of the Act, the Company has undertaken Corporate Social Responsibility ('CSR') activities, projects, and programs, excluding activities undertaken in pursuance of its normal course of business.
CSR is an integral part of the social performance of the Company. In our Company, CSR is the commitment of the Company to contribute towards inclusive growth. The Company has adopted an integrated sustainability CSR Policy, representing the social and environmental aspects.
The Annual Report on CSR containing the composition of the CSR Committee, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is provided in Annexure IV attached to this Report.
24. Â Â Â ANNUAL PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has approved the process, format, attributes, and criteria for the performance evaluation of the Board, Board Committees and Individual Directors including the Managing Director. The process provides that the performance evaluation shall be carried out on an annual basis. During the year, the Directors had completed the evaluation process, which included evaluation of the Board as a whole, the Board Committees and individual Directors including the Managing Director.
The Directors actively participated in the evaluation process.
25. Â Â Â PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATE AND JOINTÂ VENTURES
The Company has an only one wholly owned subsidiary company, viz., M/s. ACJK Foods Private Limited.
There hasnât been any material change in the nature of the business of the subsidiary during the financial year 2024-25.
A statement containing salient features of the financial statements of the Subsidiary Companies and Associate Company is given in form AOC-1 and annexed as Annexure V to this Report.
The Company does not have any material listed subsidiary company.
Further, there is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013, and rules made thereunder.
26. Â Â Â MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFÂ THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALÂ YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THEÂ DATE OF THIS REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report except, that the company is preparing itself to be listed and for the same Draft Red Herring Prospectus has been filed by the Company to the respective Stock Exchanges ie. National Stock Exchange and Bombay Stock Exchange on 27th day of June 2025.
27. Â Â Â DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORÂ COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SÂ OPERATION IN FUTURE
No significant and material orders were passed by the regulators or courts or tribunals which affect the going concern status and future operation of the Company.
28. Â Â Â ESTABLISHMENT OF VIGIL MECHANISM:
The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.
29. Â Â Â POLICY ON PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENTÂ AT THE WORKPLACE
The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition, and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee ("ICC") to inquire into complaints of sexual harassment and recommend appropriate action.
During the Financial Year under review: -
⢠   Total number of sexual harassment complaints received during the financial year : NIL
⢠   Number of complaints resolved    : NIL
® Number of cases pending for more than 90 days    : NIL
The Company has scheduled trainings for educating employees and management on steps to avoid sexual harassment of women at the workplace, at various intervals, during the reporting period.
30. Â Â Â MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFITÂ ACT 1961
The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.
31. Â Â Â SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating efficiently.
32. Â Â Â DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY ANDÂ BANKRUPTCY CODE 2016
During the financial year under review, there were NO application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.
33. Â Â Â DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIMEÂ SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIALÂ INSTITUTIONS
During the Financial year under review, there was NO one time settlement of Loans taken from Banks and Financial institutions.
Your Directors wish to place on record their appreciation of the unstinted support and co-operation given by the banks and financial institutions. Your Directors would further like to record their appreciation of the efforts by the employees of the Company and wish to express their gratitude to the Members for their continued trust and support
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