Your Board of Directors ('Board' or 'Directors') takes pleasure in presenting the 5th (Fifth) Annual Report on the business and operations of the Pajson Agro India Limited ('the Company' or formerly Pajson Agro India Pvt Ltd) along with the Company's Annual Audited Financial Statements and Statutory Auditor's Report thereon for the Financial Year ended on March 31, 2026. Financial Year 2025-26 has been a milestone year in our journey and the Directors hereby place on record gratitude to all the shareholders and other stakeholders for their overwhelming response to the Company's IPO and for reiterating their faith in its long-term growth story.
1. FINANCIAL HIGHLIGHTS
The Company's financial highlights, for the year under review along with previous year's figures, are given hereunder:
(Amount in ' Lacs, unless otherwise stated)
STANDALONE
PARTICULARS
As on
31st March, 2026
31st March, 2025
Revenue from Business Operations
25,572.21
18,726.83
Other Income
119.56
1.11
Total Revenue
25,691.77
18,727.95
Total Expenses
22,373.23
15,995.65
Profit /(Loss) Before Tax
3,318.55
2,732.30
Less: Tax Expenses
- Current Tax
- Deferred Tax
808.94
31.22
658.31
33.32
Profit/(Loss) After Taxation
2,478.38
2,040.66
Your Company's total revenue has increased from D18,726.83 Lakhs in the previous year to D25,572.21 Lakhs in the current year. Out of the total revenue, the major portion of the revenue came from sale of cashew kernels amounting to D23924.21 Lakhs.
3. SIGNIFICANT/ MATERIAL EVENTS OCCURRED DURING THE FINANCIAL YEAR
During the year under review, your Company initiated an Initial Public Offering (IPO) comprising a Fresh Issue of Equity Shares aggregating H744.53 million. The issue opened on December 11, 2025 and closed on December 15, 2025. The issue was led by Book Running Lead Manager, Smart Horizon Capital Advisors Private Limited (Formerly Known as Shreni Capital Advisors Private Limited)
Pursuant to the IPO, the equity shares of the Company are listed on the Bombay Stock Exchange Limited effective December 18, 2025. Your Directors would like to thank the Merchant Bankers, legal counsels and other stakeholders for helping the Company to achieve the successful IPO and
Pajson Agro India Limited (formerly Pajson Agro India Pvt Ltd), established in 2021, is engaged in agro-processing industry, with a core focus on the processing, value addition, and marketing of cashew nut kernels.
The Company has swiftly positioned itself as a qualitycentric, innovation-driven player with strong execution capabilities.
The key products processed and marketed by PAIL includes:
1. Cashew Kernels (Various Grades)
2. Cashew Nut Shells and Husk
3. Raw Cashew Nuts (RCN)
listing. Your Directors would also like to thank the regulators, Securities and Exchange Board of India and Registrar of Companies for enabling the Company to take its equity story to the public market. Last but not least, your Directors extend their heartfelt gratitude to the shareholders for investing in the IPO and reposing their continuous trust and faith in the Company and its management.
The details of the proceeds raised through the issue of fresh Equity Shares and the issue bifurcation are set forth below:
(Amount in ' lakhs, unless otherwise stated)
Particulars
Amount
Gross Proceeds of the Fresh Issue
7,445.33
(Less) Net of provisional IPO Expenses
898.07
Net Proceeds
6,547.26
*Issue expense H898.07 lakhs mentioned in the offer document was on approximate basis the actual expense was 7.02 cr. therefore the remaining H1.96cr. was moved towards GCP which is authorized by the Board vide resolution dated 26.12.2025.
As the Initial Public Offer (IPO) of the Company comprised a fresh issue of equity shares, the Company appointed Care Ratings Limited as the Monitoring Agency to monitor the utilization of the IPO proceeds in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
There was no change in the nature of business of the Company during the year under review.
No dividend was declared for the financial year ended on 31st March, 2026.
During the Financial Year under review:
a. The Authorized Equity Share Capital of the Company is H25,00,00,000 divided into 2,50,00,000 Equity Shares of H10/- each. The capital was increased from H5,00,00,000 divided into 50,00,000 shares of H10 each, in the month of May 2025.
b. Issued, Subscribed and Paid-Up Share Capital of the Company as on 31st March, 2026 is H23,80,95,950 /-divided into 2,38,09,595 Equity Shares of H10/- each. The changes in the Paid-Up Share Capital were pursuant to following events:
• The Company issued 1,39,99,996 bonus shares
of H10 each increasing the Paid-Up Share Capital to H17,49,99,950 divided into 1,74,99,995 Equity Shares of H10/- each, in the Month of May 2025.
• The Company made Allotment pursuant to Public Issue (IPO) of 63,09,600 shares of H10 each at the premium of H108, increasing the Paid-Up Share Capital to H23,80,95,950/-
Your directors do not propose to transfer any amount to any specific reserves. The amount of the Net Profit of H2,478.38 Lacs is carried to the Reserves and Surplus as shown in notes to the financial statements for the year ended on March 31,2026.
The Company did not acquire any subsidiary, joint venture and associate Companies during the year.
The Board of Directors, comprising Executive and NonExecutive Directors, provides an appropriate balance of leadership, expertise, and independent judgment. Their varied knowledge and experience support the Company in maintaining high standards of corporate governance and sustainable business practices.
During the Financial Year 2025-26, there were some changes in the composition of the Board of Directors and Key Managerial Personnel of the Company. Key highlights of which are as follows:
• Mr. Aayush Jain and Ms. Anjali Jain were redesignated as Managing Director and WholeTime Director respectively. Mr. Aayush Jain was additionally designated as the Chairman of the Company in the month of July 2025.
• Mr. Jayesh Bhagia was appointed as Executive Director in the Board on 28th April, 2025, however he resigned w.e.f. 5th September 2025 citing his personal reasons. The Board appreciated the efforts and guidance made by him during his tenure and association with the Company and expressed its deepest gratitude for the valuable contributions made by him.
• Mr. Prince Wadhwa was appointed in the Board as Independent Director on 28th April, 2025.
• Ms. Priyanka Devi was appointed in the Board as Independent Director on 24th May, 2025.
• Mr. Amit Kumar was appointed in the board as Independent Director, however he resigned from the office w.e.f. 17th May, 2025. The Board appreciated the efforts and guidance made by him during his tenure and association with the Company and expressed its deepest gratitude for the valuable contributions made by him.
• Ms. Roopal Saxena was appointed as Compliance Officer and Company Secretary on 16th June, 2025
• Mr. Ajit Kumar was appointed as Chief Financial Officer on 16th June, 2025. However post getting listed the company decide to get on board a CFO with rich and diverse experience across different sectors. Therefore he was offered a role of Vice president (Finance) which he accepted w.e.f. 1st April 2026. He continues to remain with the Company.
As on 31st March, 2026, Pursuant to the provisions of Section 149 of the Companies Act, 2013, following is the composition of board and KMP of the Company:
• Mr. Aayush Jain- Chairman & Managing Director
• Mrs. Anjali Jain- Whole Time Director
• Mr. Pulkit Jain- Non-Executive Director
• Mr. Prince Wadhwa- Independent Director
• Mrs. Priyanka Devi- Independent Director
• Ms. Roopal Saxena- Company Secretary & Compliance Officer
• Mr. Ajit Kumar- Chief Financial Officer
b) Change in Directors and Key Managerial Personnel from the end of the Financial Year till the date of this report:
• Mr. Nitan Garg was appointed as Chief Financial Officer w.e.f. 1st April 2026. Mr. Nitan Garg brings with him over 18 years of rich and diverse experience across multinational organizations in sectors such as FMCG, Beverages, Alcobev, Pharmaceuticals, and Agro-Commodities, which will further strengthen the financial leadership of the Company.
c) Retirement by Rotation at the ensuing AGM:
Mr. Pulkit Jain has been longest in office, retires by rotation at the forthcoming AGM, and being eligible offers himself for re-appointment. Resolution seeking members' approval to the appointment of Mr. Pulkit Jain has been incorporated in the notice convening the 5th AGM of the Company.
The Board shall take note of the same and recommend his re-appointment.
The Company has received the Annual Disclosure(s) from all the Directors, disclosing their Directorship/ Interest in other concerns in the prescribed format, for the Financial Year 2025-26. The Company has received confirmation from all the Directors that none of the Directors were disqualified to act as a Director by virtue of the provisions of Section 164(1) and 164(2) of the Act.
The Independent Directors have furnished declarations under Section 149(7) of the Companies Act, 2013 confirming their independence in accordance with Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has taken these declarations on record and is satisfied that the Independent Directors meet the prescribed criteria of independence.
In the opinion of the Board, Ms. Priyanka Devi and Mr. Prince Wadhwa, Independent Directors of the Company possesses requisite expertise, proficiency, integrity and experience and the Board considers that their professional background, experience and contributions made during their tenure in the Company and the continued association with the Company would be beneficial to the Company.
Pursuant to Section 178(3) of the Act, your Company has framed a policy on Directors' appointment and remuneration and other matters ("Remuneration Policy") which is available on the website of your Company at www.pajsonagro.com.
The Nomination and Remuneration Committee ("NRC Committee") and the Board has adopted a methodology for carrying out the performance evaluation of the Board, Committees, Independent Directors and NonIndependent Directors of the Company, which includes the criteria, manner and process for carrying out the performance evaluation exercise. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligation etc. were carried out Evaluation of the Performances of the Board and its Committees for the Financial Year 2025-26 has been completed as per the adopted methodology.
11. DEPOSITS
During the year under review, the Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, and therefore details mentioned in Rule 8(5) (v) & (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.
12. SECRETARIAL STANDARDS
Your Company has complied with all the Secretarial Standards applicable on the Company.
The Board has constituted an Audit Committee in compliance with the provisions of Section 177 of Companies Act, 2013. As on March 31, 2026, the Audit Committee comprised of 3 (three) members with 2 (two) Independent Directors. The Chairman of the Audit Committee is Non-Executive Independent Director.
The Board has constituted a stakeholder Relationship Committee pursuant to Section of the Companies Act, 2013. As on March 31,2026, the SRC Committee comprised of 3 (Three) members.
(c) Nomination and Remuneration Committee Composition, Meetings and Attendance during the Financial Year
The Board has constituted a Nomination and Remuneration Committee (hereinafter referred to as the "NRC Committee") in compliance with the provisions of Section 178 of the Companies Act, 2013. As on March 31,2026, the NRC Committee comprised 3 (three) members all being Non-Executive Directors, with majority of them being Independent Directors. The Chairman of the NRC Committee is a Non-Executive Independent Director.
The meeting of Independent Directors was held on February 13, 2026, without the attendance of Non-Independent Directors and members of the management. All the Directors are investing their time, energy and expertise towards the growth of the Company and the Independent Directors expressed their satisfaction towards the performance of the Chairman & Non- Independent Directors of the Company.
Internal Financial Controls are an integrated part of the risk management process, addressing financial and reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal financial control team.
(d) Corporate Social Responsibility Committee Composition, Meetings and Attendance during the Financial Year:
The Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") pursuant to Section 135 of the Companies Act, 2013 to assist the Board in setting the Company's Corporate Social Responsibility Policy and assessing its Corporate Social Responsibility performance. As on March 31,2026, the CSR Committee consisted of 3 (Three) members.
As Per Section 177(9) of the Companies Act, 2013 the company has constituted the Whistle Blower/Vigil Mechanism Policy which aims to provide inter-alia a mechanism for Directors and Employees of the Company to report any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, unethical behavior, violation of Code of Conduct, etc., calling the attention of the Audit Committee.
Your Company has developed a risk management policy which identifies major risks that may threaten 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 formulated and clearly said out in the said policy.
ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation. During the reporting period, no employee was eligible for such benefits.
25. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31,2026.
Male Employees:
49
Female Employees:
424
Transgender Employees:
NIL
A key area of focus is raw cashew nut (RCN) price volatility, which the Company addresses through agile, real-time procurement strategies, close alignment between sourcing and sales, and prudent working capital management.
Another risk is Foreign exchange fluctuations, an inherent aspect of cross-border trade, are managed through a combination of natural hedging and exposure alignment across procurement and sales geographies.
Your Company manages operational and market risks through a structured and proactive risk management framework. The Company addresses raw cashew nut price volatility with agile procurement, close sourcing-sales coordination, and prudent working capital management. Foreign exchange risks are mitigated through natural hedging and balanced exposure across procurement and sales markets. Supply chain resilience is strengthened through diversified sourcing and robust logistics planning. The Company maintains strong compliance with evolving regulatory and environmental standards while promoting sustainable processing practices. These initiatives enhance operational resilience, support effective governance, and drive long-term sustainable growth.
During the year, no unclaimed or unpaid dividend amounts or corresponding equity shares were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the IEPF Rules.
Your Company had appointed M/s P.K. Maheshwari & Co., Chartered Accountants (Firm Registration No. 000977N) as the Statutory Auditors of the Company at the 4th Annual General Meeting held on 20th August, 2025 for a term of five consecutive years commencing from 1st April, 2025 and ending on 31st March, 2030.
The Firm tendered its resignation as Statutory Auditor of the Company with effect from 19th June, 2026 on account of the engagement/signing partner of the audit assignment being in the process of surrendering his Certificate of Practice (COP).
Your Company, at the Extra-Ordinary General Meeting held on 16th July, 2026, approved the appointment of M/s S.S. Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No. 000756N/N500441)), to fill the casual vacancy caused by such resignation and hold office until the conclusion of the ensuing Annual General Meeting.
M/s P.K. Maheshwari & Co. had completed the statutory audit of the Company for the financial year ended 31st March, 2026 and issued its Audit Report thereon. There is no qualification, reservation, adverse remark or disclaimer made by the Auditors in its Report for the Financial Year 2025-26 and no instance of fraud has been reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013.
During the year under review, your company appointed M/s AVKG & Associates, Chartered Accountant (Registration No. 024055C) as an internal auditor of the company and has conducted periodic audit of all operations of the Company. The Audit Committee has reviewed the findings of Internal Auditors regularly. Due to the expiry of their tenure, the Board based on the recommendation of the Audit Committee, has re-appointed, M/s AVKG & Associates, Chartered Accountant (Registration No. 024055C), as Internal Auditor of the Company, at its meeting held on 20th June, 2026 to undertake audit of the Company for a term of 2 (two) consecutive financial years from the FY
2026- 27 to FY 2027-28.
During the year under review, your company appointed M/s SJ Kumar & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct the audit of Secretarial Compliance of the Company for the Financial year 2025-26 in terms of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Due to the expiry of their tenure, the Board based on the recommendation of the Audit Committee, has re-appointed, M/s S.J. Kumar & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company, at its meeting held on 20th June, 2026 to undertake an audit of the Company for a term of 2 (two) consecutive financial years from the FY 2026-27 to FY
2027- 28.
The Secretarial Audit Report for the F.Y 2025-26 in form MR-3 is enclosed as Annexure-C to this report
Maintenance of cost records under sub-section (1) of section 148 of the Companies Act, 2013 are not applicable to the Company.
During the year under review, there were no instances
of One-Time Settlement with any Banks or Financial Institutions.
20. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
The details of Loans, Guarantees and Investments as per Section 186 of the Companies Act, 2013 are provided in notes to the financial statements for the year ended on March 31, 2026.
All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on an arm's length basis. The Company has obtained all the prior approvals for entering into transactions. The Company has formulated and adopted a policy on dealing with related party transactions, in line with Regulation 23 of the Listing Regulations, which is available on the website of the Company at www.pajsonagro.com. Disclosure in Form AOC -2 as per Sec 134(3)(h) is enclosed as annexure
A. The details of transactions other than as mentioned in Sec 188(1) are disclosed as Annexure A (1).
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR policy of the company is available at www.pajsonagro.com
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also
This disclosure demonstrates the Company's commitment to building a workplace where women are empowered, supported, and recognized as key drivers of growth and innovation.
During the year under review, there has been no significant and material order passed by any Regulators or Courts or Tribunals, impacting the going concern status of the Company and its future operations.
During the year the company was accredited with following rating granted by Care Rating.
Facilities
Amount (? crore)
Rating1
Rating
Action
Long Term Bank
20.00
CARE BBB-;
Assigned
Stable
Long Term /
55.00
Short Term Bank
Stable / CARE
- A3
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
i) Steps taken or impact on conservation of energy: N.A.
ii) The steps taken by the Company for utilizing alternate sources of energy: N.A.
iii) Capital Investment on energy conservation equipments: N.A.
B. Technology Absorption:
Continuous adoption of latest technology in the manufacturing processes is in line with the Development within the industry. The Company has
also created specific R& D and other cells for studying and analyzing the existing processes for further improvement.
The foreign exchange earnings and the foreign exchange outgo during the year is as under:
(' in lacs)
As on 31st March, 2026
As on 31st March, 2025
Foreign Exchange Earnings
-
508.21
Foreign Exchange Outgo
15,568.69
11,460.62
The Company appointed Maa Shitla Securities Private Limited as its Registrar and Share Transfer Agent (RTA) in May, 2025. Subsequently, with a view to strengthening investor service capabilities and in preparation for the proposed Initial Public Offering (IPO), the Company decided to appoint Big Share Services Private Limited as its Registrar and Share Transfer Agent. The change was undertaken to avail enhanced technological infrastructure, improved service standards, and a broader range of investor-related facilities.
The information containing the names and other particulars of ratio of Directors' Remuneration to Median Employees' Remuneration in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - D.
Further Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable on the Company.
31. MATERIAL CHANGES AND COMMITMENT, IF ANY AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There were no material events which took place after the end of financial year to the date of this report.
32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013
The Company is committed to provide safe working environment free from discrimination and harassment from all its employees and associates. The Company has a
Policy of Prevention of Sexual Harassment in accordance with the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('POSH Act'). Internal Complaints Committee (ICC) has also been set up to redress the Complaints received regarding sexual harassment as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.The company also has in place a "Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition, And Redressal) All employees (permanent, contractual, temporary and trainees) are covered under this policy. There was no complaint received from any employee during the year nor any complaint pending or outstanding for redressal as on March 31,2026.
(a) number of complaints of sexual harassment received in the year- Nil
(b) number of complaints disposed of during the year- Nil
(c) number of cases pending for more than ninety days- Nil
(d) No. of awareness session held: 2
The Annual Return of the Company as on March 31, 2026, in Form MGT - 7 in accordance with Section 92(3) and 134(3) (a) of the Act read with the Companies (Management and administration) Rules, 2014 will be uploaded on the website of the Company and can be accessed at www.pajsonagro. com.
Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-E forming part of this Report.
Your Directors make the following disclosures during the year under review:
a. Your Company has capitalized the sum of 13,99,99,960/-by way of issuance of Bonus Shares to the Existing Shareholders of the Company in the ratio of 4:1.
b. Your Company has not issued any Equity shares with Differential rights during the Year under review.
c. Your Company has not issued any Employees Stock options/ Sweat Equity Shares.
d. Your Company has not redeemed any Preference Shares or Debentures during the Year under review.
e. Your Company has not bought back any of its securities during the year under review.
f. The Managing Director did not receive any remuneration or commission from its Group Companies.
Pursuant to the provisions of Section 134(3)(c) of the Act yours Directors, to the best of their knowledge and belief, hereby confirm that:
a) In preparation of the Annual Accounts for the Financial Year ended on 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors 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) The Directors 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) The Directors 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 were adequate and operating effectively.
f) The Directors of company, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively
ACKNOWLEDGEMENT
The Directors of the Company appreciate the continued co-operation extended by the Investors, Shareholders, Consumers, Customers, Vendors, Bankers, Consultants during the financial year. The Directors also places on record its sincere appreciation of the contribution made by all the stakeholders for placing their faith and trust on the Board. Further, they value the contribution made by every member of the Pajson family.