Nutricircle Limited 33rd AGM Notice and FY26 Annual Report

Key Financial Figures (FY 2025-26 vs. FY 2024-25)

Revenue from Operations: ₹1,775.05 Lakhs (Previous: ₹270.48 Lakhs)
Other Income: ₹1.56 Lakhs (Previous: ₹0.56 Lakhs)
Total Income: ₹1,776.61 Lakhs (Previous: ₹271.04 Lakhs)
Total Expenditure: ₹1,746.19 Lakhs (Previous: ₹258.94 Lakhs)
Profit Before Tax: ₹30.42 Lakhs (Previous: ₹12.09 Lakhs)
Total Tax Expenses: ₹0.48 Lakhs (Previous: ₹0.00 Lakhs)
Net Profit: ₹29.94 Lakhs (Previous: ₹12.09 Lakhs)
Earnings Per Share (Basic): ₹0.30 (Previous: ₹0.36)
Earnings Per Share (Diluted): ₹0.29 (Previous: ₹0.36)

Capital Structure Changes

Authorized Share Capital: Unchanged at 1,40,00,000 Equity Shares of ₹10 each (₹14,00,00,000)
Paid-Up Capital at Year Start: 1,00,00,000 Equity Shares of ₹10 each (₹10,00,00,000)
Paid-Up Capital at Year End: 1,11,00,000 Equity Shares of ₹10 each (₹11,10,00,000)
Increase during year: 11,00,000 Equity Shares by conversion of warrants allotted to promoter Mr. Hitesh Mohanlal Patel
BSE Consent: Letter dated December 02, 2024 (LOD/PREF/TT/FIP/1421/2024-25) accorded consent for allotment of 97,28,220 equity shares and 11,00,000 convertible warrants
Allotment Date: February 14, 2026 for warrant conversion
Listing Approval: Received on April 13, 2026
Trading Approval: Received on April 27, 2026

Subsidiary Activity

Incorporated Nutricircle Europe ApS in Denmark on May 20, 2026 as 100% Wholly Owned Subsidiary
Investment: Approximately ₹3 Lakhs for 20,000 DKK shares (100% of paid-up capital)

Board of Directors & Key Managerial Personnel

Board Composition (5 Directors as of March 31, 2026):

1. Mr. Hitesh Mohanlal Patel - Managing Director (DIN: 02080625)

2. Mrs. Sushama Anuj Yadav - Independent Director (DIN: 07910845)

3. Mr. Chandra Sheker Jadhav - Whole Time Director (DIN: 01495009)

4. Mrs. Sanghamitra Sarangi - Independent Director (DIN: 08536750)

5. Mr. Nitin Arvin Oza - Independent Director (DIN: 03198502)

Key Managerial Changes:

Mrs. Daljeet Kaur resigned as Company Secretary and Compliance Officer effective October 17, 2025
Ms. Aakansha Vaid appointed as Company Secretary and Compliance Officer effective January 15, 2026
Mr. Sunil Kumar Agarwal appointed as Chief Financial Officer

Auditor Changes and Qualifications

Statutory Auditor Resignation:

M/s. NSVR & Associates LLP resigned due to pre-occupation effective September 01, 2026

New Auditor Appointment:

Board recommended M/s. S.K. BANG & CO., Chartered Accountants (FRN: 000386S) as Statutory Auditors for 3 years from FY 2026-27 to 2028-29
Proposed fees: Professional audit fees plus applicable taxes and out-of-pocket expenses

Audit Qualification:

Unsecured loan of ₹50.00 lakhs outstanding from Mr. K. Veersham without balance confirmation
Auditor unable to verify completeness and accuracy of loan balance

Board's Response to Qualification:

Amount paid in 2017-18 for crop cultivation that failed due to adverse climate
Mr. Veersham promised future cultivation but not responding
Company confirms recovery is certainly not possible due to sensitivity of farmer matters

Secretarial Auditor:

Mrs. Mayuri Jain from M/s. Jain Mayuri & Associates (Membership No. A41413) appointed for 3 years (2025-26 to 2027-28)

AGM Details

Meeting Date: Wednesday, September 30, 2026 at 10:00 AM IST

Venue: Registered Office at No. 5-8-272, 276 & 322, Ayesha Residency, Public Garden Road, Nampally, Hyderabad, Telangana 500001

Business Items:

1. Adoption of audited financial statements for FY ended March 31, 2026 and reports of Board and Auditors

2. Re-appointment of Mr. Hitesh Mohanlal Patel (DIN: 02080625) as Director retiring by rotation

3. Appointment of M/s. S.K. BANG & CO., Chartered Accountants as Statutory Auditors

Voting Information:

Cut-off Date: Wednesday, September 23, 2026
Remote e-voting Period: Sunday, September 27, 2026 (9:00 AM) to Tuesday, September 29, 2026 (5:00 PM)
Register of Members Closure: Thursday, September 24, 2026 to Wednesday, September 30, 2026 (both days inclusive)
Scrutinizer: M/s Jain Mayuri & Associates appointed to scrutinize e-voting process

Related Party Transactions

Loan from Mr. Hitesh Mohanlal Patel (Managing Director): ₹31.11 Lakhs during year, outstanding balance ₹111.54 Lakhs
Remuneration to Mr. Sunil Kumar Agarwal (CFO): ₹5.25 Lakhs

Regulatory Compliance Issues

Received email from BSE dated June 27, 2025 for payment of SOP Fine for late submission of Quarterly results for March 2025 quarter
Paid fine of ₹35,400/- (including GST) on July 05, 2025

Dividend and Reserves

No dividend recommended for FY 2025-26
No amount transferred to general reserves

Corporate Governance

Company falls under corporate governance requirements as paid-up capital (₹11.10 Crore) and net worth (₹6.92 Crores) exceed threshold limits
Compliance certificate from Secretarial Auditor annexed
Six Board meetings held during the year

Internal Financial Controls

Robust internal control system commensurate with size and complexity of operations
Internal audit function assigned to Mr. Manas Dash, Chartered Accountant
Focus on key areas: inventory management, stock, HR, IT systems, and operational efficiency

Risk Management

Effective risk management process in place
Major risks identified by businesses and functions systematically addressed
Regular discussion at Audit Committee and Board meetings

Human Resources

5 permanent employees as on March 31, 2026
No complaints under Sexual Harassment of Women at Workplace Act, 2013
Committed to safe, respectful, and inclusive workplace environment

Forward-Looking Statements

Certain statements in the Management Discussion and Analysis constitute "forward-looking statements" subject to changes in market conditions, economic developments, or unforeseen circumstances. Company does not assume obligation for accuracy or completeness of such statements.

Documents Availability

Annual Report and AGM Notice available on company website: https://www.nutricircle.in/
Also available on BSE website: www.bseindia.com and Bigshare Services website: https://www.bigshareonline.com/