To,
The Members,
ASTRON MULTIGRAIN LIMITED
(Formerly known as Astron Multigrain Private Limited)
1. Financial Highlights
The summarized financial performance / highlights of the Company for the year ended on
March 31, 2026 is as under:
(Rs. in Lakhs)
PARTICULARS |
STANDALONE FINANCIAL STATEMENTS - YEAR ENDED MARCH 31, 2026 |
STANDALONE FINANCIAL STATEMENTS - YEAR ENDED MARCH 31, 2025 |
| Revenue from Operations |
4,840.34 |
3,390.58 |
| Other Income |
19.64 |
0.97 |
Total Income |
4,859.98 |
3,391.55 |
Expenses: |
|
|
| - Cost of Material Consumed |
3,922.95 |
2,715.95 |
| - Changes in Inventories of Finished Goods, Work-in Progress and
Stock-in-Trade |
52.35 |
(33.50) |
| - Employee Benefits Expenses |
42.13 |
250.22 |
| - Finance Costs |
17.78 |
43.52 |
| - Depreciation and Amortisation Expenses |
61.87 |
55.40 |
| - Other Expenses |
301.62 |
49.96 |
Total Expenses |
4,398.70 |
3,081.55 |
| Profit / (Loss) before Extra-Ordinary Items and Tax |
461.28 |
310.00 |
| Extra-Ordinary Items / Prior Period Items |
- |
- |
Profit / (Loss) before Tax |
461.28 |
310.00 |
| Tax Expense: |
116.28 |
78.02 |
| A) Current Income Tax |
110.21 |
71.71 |
| B) Deferred Tax (Assets) / Liabilities |
6.07 |
6.31 |
Profit / (Loss) After Tax |
345.00 |
231.98 |
| Earnings Per Share - Basic & Diluted (Rs.) |
5.51 |
3.71 |
Note: The Earnings Per Share for the Financial Year 2025-26 has been computed in
accordance with Accounting Standard - 20 and is stated as reported in Note 25 to the
audited financial statements of the Company for the year ended March 31, 2026.
2. State of Company's Affairs and Operations
Your Company was originally incorporated as ‘Astron Multigrain Private Limited' as
a private limited company under the provisions of the Companies Act, 2013 vide Certificate
of Incorporation dated August 01, 2018 bearing Corporate Identification Number
U15549GJ2018PTC103488 issued by the Registrar of Companies, Central Registration Centre,
Ministry of Corporate Affairs, Government of India. Subsequently, the Company was
converted into a public limited company pursuant to a special resolution passed by the
members at the Extra-Ordinary General Meeting held on October 16, 2023 and consequently
the name of the Company was changed to ‘Astron Multigrain Limited' and a fresh
Certificate of Incorporation dated October 31, 2023 was issued by the Registrar of
Companies, Ahmedabad. The CIN of the Company is U15549GJ2018PLC103488.
The Company is engaged in the business of manufacturing of instant noodles, both on a
contract manufacturing basis and under its own trade name "Astron's Swagy", and
is also engaged in the manufacture of papad. The manufacturing facility of the Company is
situated at Plot No. 17 to 21, Near Ram Hotel, Village: Chordi, Taluka: Gondal, District:
Rajkot, Gujarat.
During the year under review, the total revenue of the Company increased to Rs.
4,859.98 Lakhs from Rs. 3,391.55 Lakhs in the previous financial year, registering a
growth of 43.30%. The Company earned a Profit after Tax of Rs. 345.00 Lakhs as against Rs.
231.98 Lakhs in the previous financial year, registering a growth of 48.72%. The Earnings
Per Share of the Company for the year under review stood at Rs. 5.51 per equity share as
against Rs. 3.71 per equity share in the previous financial year.
The financial year under review has been a landmark year for your Company, the Company
having successfully completed its Initial Public Offer and its equity shares having been
listed on the SME Platform of BSE Limited with effect from December 08, 2025. There has
been no change in the nature of the business of the Company during the financial year
ended March 31, 2026.
3. Dividend
To conserve the resources for future prospects and growth of the Company, your
Directors do not recommend any dividend for the Financial Year 2025-26.
4. Transfer to Reserves
During the year, the Board of your Company has not appropriated / transferred any
amount to the reserves. The profit earned during the year has been carried to the Balance
Sheet of the Company as part of the Profit and Loss Account.
5. Change in Nature of Business
The details of the same are as stated in the section on "State of Company's
Affairs and Operations" and the Company continues to be in the same line of business
as stated in the main objects of the existing Memorandum of Association.
6. Change in Capital Structure
During the Financial Year 2025-26, the Company made an Initial Public Offer of
29,20,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 63/- per
Equity Share (including a share premium of Rs. 53/- per Equity Share), aggregating to Rs.
1,839.60 Lakhs, comprising a Fresh Issue of 23,40,000 Equity Shares aggregating to Rs.
1,474.20 Lakhs and an Offer for Sale of 5,80,000 Equity Shares aggregating to Rs. 365.40
Lakhs by the Promoter Selling Shareholder, Mr. Jenish Parshottambhai Khunt. The Issue
opened on Monday, December 01, 2025 and closed on Wednesday, December 03, 2025.
With your valuable support and confidence in the Company and its management, the Issue
was subscribed and, pursuant to the resolution of the Board of Directors dated December
04, 2025, 23,40,000 Equity Shares were allotted. The Equity Shares of the Company were
successfully listed and admitted to trading on the SME Platform of BSE Limited on December
08, 2025 under Scrip Code 544628.
Consequent to the above allotment, the paid-up Equity Share Capital of the Company
increased from Rs. 6,26,00,000/- comprising 62,60,000 Equity Shares of Rs. 10/- each to
Rs. 8,60,00,000/- comprising 86,00,000 Equity Shares of Rs. 10/- each. The Authorised
Share Capital of the Company as at March 31, 2026 is Rs. 9,00,00,000/- divided into
90,00,000 Equity Shares of Rs. 10/- each. Save as aforesaid, there was no other change in
the capital structure of the Company during the year under review.
7. Deviation or Variation from Proceeds or Utilisation of Funds Raised from Public
Issue
In the Financial Year 2025-26, your Company got listed on the SME Platform of BSE
Limited. The Company raised an aggregate amount of Rs. 18.40 Crore on December 04, 2025
pursuant to the Initial Public Offer. Out of the said amount, an amount of Rs. 15.30 Crore
has been utilised up to March 31, 2026 and the balance unutilised amount of Rs. 3.10 Crore
has been kept in deposits with a scheduled commercial bank. The object-wise utilisation of
the Issue proceeds, as certified by the Statutory Auditors of the Company, is as under:
Sr. No. Object as disclosed in the Offer Document |
Amount disclosed in the Offer Document |
Actual amount utilised |
Unutilised amount as on March 31, 2026 |
| 1 Funding Capital Expenditure towards purchase of machinery |
4.46 |
4.46 |
NIL |
| 2 To Meet Working Capital Requirements |
5.65 |
3.81 |
1.84 |
| 3 General Corporate Purposes |
2.14 |
1.40 |
0.74 |
| 4 Issue Expenses borne by the Company |
2.50 |
1.98 |
0.52 |
| 5 Offer for Sale |
3.65 |
3.65 |
NIL |
Total |
18.40 |
15.30 |
3.10 |
There has been no deviation or variation in the utilisation of the Issue proceeds from
the objects stated in the Prospectus dated November 25, 2025. The Statement of Deviation /
Variation under Regulation 32 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the half year and financial year ended March 31, 2026
was reviewed by the Audit Committee, taken on record by the Board of Directors and
submitted to BSE Limited. Pursuant to Section 177 of the Companies Act, 2013, the Audit
Committee of the Company monitors the utilisation of the proceeds of the Issue.
8. Transfer of Shares and Unpaid / Unclaimed Dividend to Investor Education and
Protection Fund
During the year under review, the Company was not required to transfer any equity
shares / unclaimed dividend to the Investor Education and Protection Fund (IEPF) pursuant
to the provisions of Sections 124 and 125 of the Companies Act, 2013.
9. Directors and Key Managerial Personnel (KMPs)
Board of Directors and KMPs:
The Board of Directors and Key Managerial Personnel of the Company as on March 31, 2026
consist of:
Sr. No. Name |
Designation |
DIN |
| a) Mr. Jenish Parshottambhai Khunt |
Chairman & Managing Director |
08190882 |
| b) Mrs. Poonam Jenish Khoont |
Non-Executive & Non-Independent Director |
08190913 |
| c) Mrs. Drashti Laxmikant Solanki |
Non-Executive & Independent Director |
10136197 |
| d) Mr. Siddharth Parshottambhai Gajra |
Non-Executive & Independent Director |
10223234 |
| e) Mr. Hardik Dilipbhai Gondaliya |
Chief Financial Officer |
- |
| f) Ms. Shivani Garg |
Company Secretary & Compliance Officer |
- |
In the opinion of the Board, all the Independent Directors possess the requisite
qualifications, experience and expertise including proficiency, and hold high standards of
integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.
Appointment / Cessation of Directors and KMPs:
During the Financial Year 2025-26, the following changes took place in the composition
of the Board of Directors and the Key Managerial Personnel of the Company:
Name |
Date of event |
Reasons for change |
| Mr. Hardik Dilipbhai Gondaliya |
July 21, 2025 |
Appointed as Chief Financial Officer and Key Managerial Personnel of the
Company |
| Mr. Siddharth Parshottambhai Gajra |
August 01, 2025 |
Appointed as Non-Executive Independent Director of the Company for a
term of five consecutive years |
| Ms. Shivani Garg |
August 01, 2025 |
Appointed as Company Secretary & Compliance Officer and Key
Managerial Personnel of the Company |
There was no cessation of any Director or Key Managerial Personnel of the Company
during the Financial Year 2025-26. With the appointments made during the year, the Company
has complied with the requirement of Section 203 of the Companies Act, 2013 relating to
the appointment of Key Managerial Personnel.
Retirement by Rotation:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the rules made
thereunder, Mrs. Poonam Jenish Khoont, Non-Executive Director (DIN: 08190913), retires by
rotation at the ensuing Annual General Meeting and, being eligible, offers herself for
re-appointment. The Board recommends the aforesaid re-appointment.
Declaration by the Independent Directors:
The Company has received declarations from the Independent Directors of the Company
that they meet the criteria of independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013 in compliance with Rule 6(1) and (3) of the Companies
(Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time,
and there has been no change in the circumstances which may affect their status as
Independent Directors during the year, and they have complied with the Code for
Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The
Independent Directors of the Company have registered their names in the online databank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.
Disclosure by Directors:
The Directors on the Board have submitted the requisite disclosures under Section
184(1) of the Companies Act, 2013, declarations of non-disqualification under Section
164(2) of the Companies Act, 2013 and declarations as to compliance with the Code of
Conduct of the Company. Further, a Certificate of Non-Disqualification of Directors
pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 obtained by the Company on a
voluntary basis (the said provisions not being applicable to the Company by virtue of
Regulation 15(2) thereof), issued by M/s. B. S. Vyas & Associates, Practising Company
Secretary, Ahmedabad, is annexed along with the Form MR-3 at "Annexure C".
10. Meetings of the Board of Directors
During the Financial Year 2025-26, Thirteen (13) meetings of the Board of Directors
were held. The intervening gap between any two consecutive meetings did not exceed one
hundred and twenty days. The details of attendance of each Director at the Board Meetings
held during the year are as under:
Name of Director |
Designation |
No. of Board Meetings eligible to attend during the tenure |
No. of Board Meetings attended |
| Mr. Jenish Parshottambhai Khunt |
Chairman & Managing Director |
16 |
16 |
| Mrs. Poonam Jenish Khoont |
Non-Executive Director |
16 |
16 |
| Mrs. Drashti Laxmikant Solanki |
Non-Executive Independent Director |
16 |
16 |
| Mr. Siddharth Parshottambhai Gajra* |
Non-Executive Independent Director |
14 |
14 |
* Appointed as Non-Executive Independent Director with effect from August 01, 2025.
The Company, being listed under the SME segment, the provisions relating to Corporate
Governance and the number of memberships in committees are not applicable in terms of
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
None of the Directors of the Company are related to each other as per Section 2(77) of
the Companies Act, 2013, except that Mr. Jenish Parshottambhai Khunt, Chairman &
Managing Director, is the husband of Mrs. Poonam Jenish Khoont, Non-Executive Director.
11. Committees of the Board of Directors
Pursuant to the resolution passed by the Board of Directors at its meeting held on
August 25, 2025, the following Statutory Committees have been constituted by the Board of
Directors of the Company:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
1. Audit Committee:
The Company has constituted the Audit Committee as per the applicable provisions of
Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended). The Audit Committee comprises the following members:
Sr. No. Name of Member |
Category |
Designation |
| 1. Mr. Siddharth Parshottambhai Gajra |
Non-Executive Independent Director |
Chairman |
| 2. Mrs. Drashti Laxmikant Solanki |
Non-Executive Independent Director |
Member |
| 3. Mr. Jenish Parshottambhai Khunt |
Managing Director |
Member |
The Company Secretary of the Company shall act as the Secretary of the Audit Committee.
The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company
to furnish clarifications to the shareholders on any matter relating to the financial
statements.
(i) Terms of reference of the Audit Committee are as under:
1. The recommendation for the appointment, re-appointment and, if required, the
replacement or removal of the statutory auditor, their remuneration and fixation of the
terms of appointment of the Auditors of the Company;
2. Review and monitor the auditors' independence and performance, and the effectiveness
of the audit process;
3. Examination of the financial statements and the auditors' report thereon, including
interim financial results, before submission to the Board of Directors for approval, with
particular reference to:
(a) matters required to be included in the Directors' Responsibility Statement to be
included in the Board's Report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the same;
(c) major accounting entries involving estimates based on the exercise of judgment by
management;
(d) significant adjustments made in the financial statements arising out of audit
findings;
(e) compliance with listing and other legal requirements relating to financial
statements;
(f) disclosure of any related party transactions; and
(g) modified opinion (s) in the draft audit report;
4. Approval or any subsequent modification of transactions of the Company with related
parties, including omnibus approval for related party transactions subject to the
conditions prescribed under the Companies Act, 2013;
Provided that the Audit Committee may make omnibus approval for related party
transactions proposed to be entered in to by the Company subject to such conditions
provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s)
thereof; Provided further that in case of transaction, other than transactions referred to
in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s)
thereof, and where Audit Committee does not approve the transaction, it shall make its
recommendations to the Board; Provided also that in case any transaction involving any
amount not exceeding one crore rupees is entered into by a director or officer of the
company without obtaining the approval of the Audit Committee and it is not ratified by
the Audit Committee within three months from the date of the transaction, such transaction
shall be voidable at the option of the Audit Committee;
5. Reviewing, with the management, and monitoring the statement of uses / application
of funds raised through an issue (public issue, rights issue, preferential issue, etc.),
the statement of funds utilised for purposes other than those stated in the offer document
/ prospectus / notice and the report submitted by the monitoring agency monitoring the
utilisation of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
6. Scrutiny of inter-corporate loans and investments;
7. Consider and comment on the rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the Company and its shareholders;
8. Reviewing and discussing the findings of any internal investigations by the internal
auditors into matters where there is suspected fraud or irregularity or a failure of
internal control systems of a material nature, and reporting the matter to the Board;
9. To review the functioning of the Whistle Blower mechanism;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11 Evaluation of internal financial controls and risk management systems, and reviewing
with the management the performance of the statutory and internal auditors and the
adequacy of the internal control systems;
12. Reviewing the adequacy of the internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure, coverage and frequency of internal audit, and
discussion with internal auditors of any significant findings and follow-up thereon;
13. Discussion with the statutory auditors before the audit commences, about the nature
and scope of audit, as well as post-audit discussion to ascertain any area of concern;
14. Approval of payment to the statutory auditors for any other services rendered by
the statutory auditors;
15. To look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
16. Approval of appointment of the Chief Financial Officer after assessing the
qualifications, experience and background etc. of the candidate; and
17. Carrying out any other function as assigned by the Board of Directors and other
matters as may be required by any statutory, contractual or other regulatory requirements
to be attended to by such committee from time to time.
Review of Information
i. Management discussion and analysis of financial condition and results of operations.
ii. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
iii. Internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the Internal Auditor.
Powers of Committee
i. To investigate any activity within its terms of reference;
ii. To seek information from any employees;
iii. To obtain outside legal or other professional advice; and
iv. To secure attendance of outsiders with relevant expertise, if it considers
necessary.
(ii) Meetings:
The Audit Committee was constituted on August 25, 2025. During the Financial Year
2025-26, Four (4) meetings of the Audit Committee were held. All the meetings of the Audit
Committee were attended by all the members of the Committee.
In terms of Section 177(8) of the Companies Act, 2013, it is confirmed that all the
recommendations made by the Audit Committee during the Financial Year 2025-26 were
accepted by the Board of Directors of the Company.
2. Nomination and Remuneration Committee:
The Company has formed the Nomination and Remuneration Committee as per Section 178 of
the Companies Act, 2013 and other applicable provisions of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended). The Nomination and
Remuneration Committee comprises the following members:
Sr. No. Name of Member |
Category |
Designation |
| 1. Mrs. Drashti Laxmikant Solanki |
Non-Executive Independent Director |
Chairman |
| 2. Mr. Siddharth Parshottambhai Gajra |
Non-Executive Independent Director |
Member |
| 3. Mrs. Poonam Jenish Khoont |
Non-Executive Director |
Member |
The Company Secretary of the Company shall act as the Secretary to the Nomination and
Remuneration Committee.
(i) Terms of reference of the Nomination and Remuneration Committee are as under:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and to recommend to the Board a policy relating to the
remuneration of the directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Committee shall evaluate the
balance of skills, knowledge and experience on the Board and, on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent
director. For the purpose of identifying suitable candidates, the Committee may:
(a) use the services of external agencies, if required;
(b) consider candidates from a wide range of backgrounds, having due regard to
diversity; and
(c) consider the time commitments of the candidates;
3. Formulation of criteria for evaluation of the performance of Independent Directors
and the Board of Directors;
4. To ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks;
5. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, recommending to the Board
their appointment and removal, and carrying out evaluation of every director's
performance;
6. To recommend to the Board all remuneration, in whatever form, payable to senior
management; and
7. Such other matters as may be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee from time to time.
(ii) Meetings:
The Nomination and Remuneration Committee was constituted on August 25, 2025. During
the Financial Year 2025-26, Three (3) meetings of the Nomination and Remuneration
Committee were held. All the meetings of the Committee were attended by all the members of
the Committee.
(iii) Nomination and Remuneration Policy:
The Board of Directors of the Company has, on the recommendation of the Nomination and
Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said
policy is available on the website of the Company at www.astronmultigrain.co.in. The
salient features of the policy dealing with nomination and remuneration are as under:
Nomination Criteria:
1. The Committee shall identify and ascertain the integrity, qualification, expertise
and experience of the person for appointment as Director, KMP or at Senior Management
level and recommend to the Board his / her appointment.
2. A person should possess adequate qualification, expertise and experience for the
position he / she is considered for appointment. The Committee has discretion to decide
whether the qualification, expertise and experience possessed by a person is sufficient /
satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-time
Director who has attained the age of seventy years, provided that the term of the person
holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a special resolution based on the explanatory statement annexed to
the notice for such motion indicating the justification for extension of appointment
beyond seventy years.
Remuneration:
1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP
and Senior Management Personnel will be determined by the Committee based on performance,
experience and expertise and will be recommended to the Board for its approval. The
remuneration / compensation / commission etc. shall be subject to the prior / post
approval of the shareholders of the Company and the Central Government, wherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be in
accordance with the percentage / slabs / conditions laid down in the Articles of
Association of the Company and as per the provisions of the Companies Act, 2013 and the
rules made thereunder.
3. Increments to the existing remuneration / compensation structure, based on
performance, may be recommended by the Committee to the Board, which should be within the
slabs approved by the shareholders in the case of a Whole-time Director.
4. Where any insurance is taken by the Company on behalf of its Whole-time Director,
Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other
employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel, provided
that if such person is proved to be guilty, the premium paid on such insurance shall be
treated as part of the remuneration.
3. Stakeholders Relationship Committee:
The Company has formed the Stakeholders Relationship Committee as per Section 178 of
the Companies Act, 2013 and other applicable provisions of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended). The constituted Stakeholders
Relationship Committee comprises the following members:
Sr. No. Name of Member |
Category |
Designation |
| 1. Mr. Siddharth Parshottambhai Gajra |
Non-Executive Independent Director |
Chairman |
| 2. Mrs. Drashti Laxmikant Solanki |
Non-Executive Independent Director |
Member |
| 3. Mrs. Poonam Jenish Khoont |
Non-Executive Director |
Member |
The Company Secretary of the Company shall act as the Secretary to the Stakeholders
Relationship Committee.
(i) Terms of reference of the Stakeholders Relationship Committee are as under:
1. Resolving the grievances of the security holders of the Company including complaints
related to transfer / transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new / duplicate certificates, general meetings etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar and Share Transfer Agent;
4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual
reports / statutory notices by the shareholders of the Company; and
5. Such other matters as may be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee from time to time.
(ii) Meetings:
The Stakeholders Relationship Committee was constituted on August 25, 2025. During the
Financial Year 2025-26, One (1) meeting of the Stakeholders Relationship Committee, which
was attended by all the members of the Committee. No complaint was received from any
security holder of the Company during the period from the date of listing of the equity
shares of the Company i.e. December 08, 2025 up to March 31, 2026, and no complaint was
pending as on March 31, 2026.
12. Separate Meeting of the Independent Directors
In terms of Schedule IV to the Companies Act, 2013 read with Section 149(8) thereof, a
separate meeting of the Independent Directors of the Company was held on March 25, 2026,
without the attendance of Non-Independent Directors and members of the management, and was
attended by all the Independent Directors. At the said meeting, the Independent Directors
reviewed the performance of the Non-Independent Directors and of the Board as a whole,
reviewed the performance of the Chairperson of the Company taking into account the views
of the Executive and NonExecutive Directors, and assessed the quality, quantity and
timeliness of the flow of information between the management of the Company and the Board
that is necessary for the Board to effectively and reasonably perform its duties.
13. Formal Evaluation of the Performance of the Board, Committees of the Board and
Individual Directors under Section 134(3)(p) of the Companies Act, 2013
In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with
Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration
Committee has carried out the annual evaluation of the individual Directors of the
Company, and the Board of Directors has carried out the annual evaluation of the
performance of the Board, its Committees and the Independent Directors. Further, the
Independent Directors also reviewed the performance of the Non-Independent Directors and
the Board as a whole, and the performance of the Chairman. The evaluation sheets for
evaluation of the Board, Committees and Directors/Chairman were circulated to the
respective meetings of the Board, the Nomination and Remuneration Committee and the
separate meeting of Independent Directors.
A separate meeting of the Independent Directors was held during on March 25, 2026 to
consider the performance evaluation in accordance with Schedule IV of the Companies Act,
2013.
The performance of the Board is evaluated based on the composition of the Board and its
committees, the performance of duties and obligations, governance issues, etc. The
performance of the committees is evaluated based on the adequacy of the terms of reference
of the committee, the fulfilment of key responsibilities, and the frequency and
effectiveness of meetings. The performance of individual Directors and of the Chairman is
evaluated in terms of adherence to the code of conduct, participation in Board meetings
and the implementation of corporate governance practices. The Independent Directors are
evaluated based on their participation and contribution, commitment, effective deployment
of knowledge and expertise, effective management of relationships with stakeholders,
integrity and maintenance of confidentiality, and independence of behaviour and judgement.
On the basis of the aforesaid evaluation, the performance of the Board as a whole, of its
Committees, of the Chairman and of the individual Directors, including the Independent
Directors, was found to be satisfactory.
14. Demat Suspense Account / Unclaimed Suspense Account
There were no outstanding shares lying in the demat suspense account / unclaimed
suspense account and therefore the disclosure relating to the same is not applicable.
15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this Report as
"Annexure A".
16. Particulars of Employees
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company is attached as "Annexure B" to this
Report.
During the year under review, there was no employee whose remuneration was in excess of
the limits prescribed under Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
17. Details of Subsidiary, Joint Venture or Associate Companies
As on March 31, 2026, the Company did not have any subsidiary, joint venture or
associate company and the Company is not a subsidiary of any other company. Accordingly,
the requirement of preparation of consolidated financial statements and of furnishing the
statement in Form AOC-1 containing the salient features of the financial statements of
subsidiaries / associates / joint ventures pursuant to the first proviso to sub-section
(3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not
applicable to the Company.
18. Corporate Social Responsibility (CSR)
The Company does not meet the criteria specified under Section 135 of the Companies
Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014
with respect to net worth, turnover or net profit. Accordingly, the provisions of Section
135 of the Companies Act, 2013 relating to Corporate Social Responsibility, including the
constitution of a Corporate Social Responsibility Committee, the formulation of a CSR
Policy and the requirement of CSR expenditure, are not applicable to the Company for the
Financial Year 2025-26.
19. Auditors Statutory Auditors:
M/s. Piyush Kothari & Associates, Chartered Accountants (Firm Registration No.
140711W), were appointed as the Statutory Auditors of the Company at the 5th Annual
General Meeting held on September 30, 2023 for a period of five consecutive years, i.e.
from the conclusion of the Annual General Meeting held for the Financial Year 2022-23
until the conclusion of the Annual General Meeting to be held for the Financial Year
2027-28.
The Notes to the financial statements referred to in the Auditors' Report are
self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The report given by M/s. Piyush Kothari & Associates, Chartered
Accountants, the Statutory Auditors, on the financial statements of the Company for the
financial year ended March 31, 2026 forms part of this Annual Report. There were no
qualifications, reservations, adverse remarks or disclaimer given by the Statutory
Auditors in their Report.
Change in the Statutory Auditors of the Company:
M/s. Piyush Kothari & Associates, Chartered Accountants have, vide their letter
dated September 01, 2026 addressed to the Board of Directors of the Company, tendered
their resignation from the office of the Statutory Auditors of the Company with effect
from September 01, 2026, for the reasons stated therein, and have confirmed that there is
no other material reason for their resignation. The outgoing Statutory Auditors had, prior
to their resignation, issued their report dated May 30, 2026 on the audited financial
statements of the Company for the financial year ended March 31, 2026, and their
resignation is accordingly in conformity with the conditions relating to the resignation
of statutory auditors of listed entities prescribed under Part A of Schedule III to the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") read with the Securities and
Exchange Board of India Master Circular for compliance with the provisions of the SEBI
Listing Regulations by listed entities bearing Ref. No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated
November 11, 2024, as superseded by Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The Company has intimated
the said resignation to BSE Limited under Regulation 30 of the SEBI Listing Regulations.
The aforesaid resignation has resulted in a casual vacancy in the office of the
Statutory Auditors of the Company within the meaning of Section 139(8) of the Companies
Act, 2013. Accordingly, the Board of Directors of the Company, at its meeting held on
September 02, 2026 and on the recommendation of the Audit Committee, appointed M/s.
Babubhai Patel & Associates, Chartered Accountants (Firm Registration No. 100816W),
having their office at A-11, 2nd Floor, Ajanta Commercial Centre, Near I.T. Circle, Ashram
Road, Ahmedabad - 380014, Gujarat, as the Statutory Auditors of the Company with effect
from September 02, 2026 to fill the casual vacancy so caused, to hold office until the
conclusion of the ensuing Eighth Annual General Meeting of the Company, subject to the
approval of the Members. A resolution seeking the approval of the Members in this behalf
is set out at Item No. 4 of the Notice convening the ensuing Annual General Meeting.
At the same meeting, the Board of Directors, on the recommendation of the Audit
Committee, has further recommended to the Members the appointment of M/s. Babubhai Patel
& Associates, Chartered Accountants (Firm Registration No. 100816W), as the Statutory
Auditors of the Company for a term of five (5) consecutive years, to hold office from the
conclusion of the ensuing Eighth Annual General Meeting until the conclusion of the
Thirteenth Annual General Meeting of the Company, so as to examine and audit the accounts
of the Company for the financial years 2026-27 to 2030-31. A resolution to that effect is
set out at Item No. 3 of the Notice convening the ensuing Annual General Meeting.
The Company has received from M/s. Babubhai Patel & Associates, Chartered
Accountants their written consent to act as the Statutory Auditors of the Company and a
certificate under Section 139(1) of the Companies Act, 2013 read with Rule 4(1) of the
Companies (Audit and Auditors) Rules, 2014 to the effect that their appointment, if made,
shall be in accordance with the conditions prescribed and that they are eligible for
appointment and are not disqualified under Section 141 of the Companies Act, 2013. The
firm has further confirmed that it has subjected itself to the peer review process of the
Institute of Chartered Accountants of India and holds a valid Peer Review Certificate
issued by the Peer Review Board of that Institute as required under Regulation 33(1)(d) of
the SEBI Listing Regulations, that neither the firm nor any of its partners has been
debarred, disqualified or restrained by any regulatory or professional authority, and that
it has read and accepted the conditions relating to the resignation of statutory auditors
of listed entities prescribed by the Securities and Exchange Board of India.
Reporting of frauds by Auditors:
During the year under review, the Auditors have not reported any instance of fraud
under Section 143(12) of the Companies Act, 2013 committed against the Company by its
officers or employees, to the Audit Committee or the Board, the details of which would be
required to be mentioned in the Directors' Report.
Secretarial Auditor:
The equity shares of the Company were listed on the SME Platform of BSE Limited with
effect from December 08, 2025 and, consequently, the Company became a listed company
within the meaning of Section 2(52) of the Companies Act, 2013. Accordingly, the
provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to
Secretarial Audit, became applicable to the Company during the Financial Year 2025-26.
Pursuant thereto, the Board of Directors of the Company has appointed M/s. B. S. Vyas
& Associates, Practising Company Secretary, Ahmedabad, to conduct the Secretarial
Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report for the
year ended March 31, 2026 in Form MR-3 is annexed herewith as "Annexure C" to
this Board's Report. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Cost Records and Cost Auditor:
As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the Company is not required to maintain cost records and, accordingly,
the appointment of a Cost Auditor is not applicable to the Company.
Internal Auditor:
The equity shares of the Company having been listed on the SME Platform of BSE Limited
with effect from December 08, 2025, the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 relating to the appointment
of an Internal Auditor became applicable to the Company. Accordingly, the Board of
Directors of the Company, at its meeting held on February 02, 2026, appointed M/s. D. K.
Makwana & Co., Chartered Accountants (Firm Registration No. 158299W), having their
office at 129 Silver Chamber, Tagore Road, Near Atul Motor Show Room, Rajkot - 360002, as
the Internal Auditors of the Company for the Financial Year 2025-26, to conduct the
internal audit of the functions and activities of the Company and to report thereon to the
Board of Directors in such manner as may be determined by the Board. The Audit Committee
reviews the reports of the Internal Auditor and the adequacy of the internal audit
function.
20. Material Order Passed by Regulators / Courts / Tribunals
There was no material order passed by any regulator, court or tribunal during the year
under review impacting the going concern status and the Company's operations in future.
21. Deposits
The Company has not accepted any deposit from the public within the meaning of Chapter
V of the Companies Act, 2013 and the rules made thereunder. The Company has, however,
accepted loans from its Directors and relatives of Directors, in respect of which the
requisite declarations have been obtained to the effect that the amounts so given are not
out of borrowed funds; such amounts are exempted from the definition of
"deposits" under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules,
2014 and the particulars thereof are disclosed in the notes forming part of the financial
statements. The Company has filed the return of deposits in Form DPT-3 within the
prescribed timeline.
22. Corporate Governance
The Company adheres to the best corporate governance practices and always works in the
best interest of its stakeholders. The Company has incorporated the appropriate standards
for corporate governance. Further, the Company is listed on the SME Platform of BSE
Limited and as such, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clauses (b)
to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V
thereto are not applicable to the Company. Accordingly, a separate Report on Corporate
Governance together with the Auditors' Certificate thereon does not form part of this
Annual Report.
23. Particulars of Loans, Guarantees or Investments Made under Section 186 of the
Companies Act, 2013
During the Financial Year 2025-26, the Company has not given any loan, provided any
guarantee or security, or made any investment covered under the provisions of Section 186
of the Companies Act, 2013. The particulars, if any, are disclosed in the notes attached
to and forming part of the financial statements of the Company prepared for the financial
year ended March 31, 2026.
24. Material Changes Affecting the Financial Position of the Company
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of this Report. The change in the Statutory Auditors of the
Company, as set out under the head "Auditors" of this Report, has taken place
after the close of the financial year under review and does not affect the financial
position of the Company.
25. Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:
a) in the preparation of the annual accounts, 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 as 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 the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors have 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) the Directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
26. Adequacy of Internal Financial Control
The Company has in place a proper system of internal financial control which is
commensurate with the size and nature of its business. The Company has an Audit Committee
headed by an Independent Director, inter alia, to oversee the Company's financial
reporting process, disclosure of financial information, and to review the performance of
the statutory and internal auditors with the management.
27. Confirmations
a. During the year under review, the Company has complied with the applicable
Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings
(SS-2) issued by the Institute of Company Secretaries of India, New Delhi.
b. The Company is in compliance with the Maternity Benefit Act, 1961.
28. Related Party Transactions
All the Related Party Transactions which were entered into during the Financial Year
2025-26 were at arm's length basis and in the ordinary course of business. There were no
materially significant related party transactions entered into by the Company with the
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. Further, the details of
material related party transactions as required to be provided in the format of Form AOC-2
pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014 form part of this Report as "Annexure D". The
disclosure of transactions with related parties for the financial year is given in the
notes forming part of the financial statements in accordance with Accounting Standard -
18.
29. Annual Return
As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 read with the rules made thereunder, as amended from time to time, the Annual
Return in Form MGT-7 is available on the website of the Company at
www.astronmultigrain.co.in.
30. Management Discussion and Analysis
A detailed report on Management Discussion and Analysis (MD&A) is included in this
Report as "Annexure E".
31. Prevention of Sexual Harassment of Women at Workplace
The Company has in place a policy on "Prevention of Sexual Harassment",
through which the Company addresses complaints of sexual harassment at all workplaces. The
Company has complied with the provisions relating to the constitution of an Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the year under review, the details of
complaints are as under:
(a) number of complaints of sexual harassment received during the year - Nil;
(b) number of complaints disposed of during the year - Nil; and (c) number of cases
pending for more than ninety days - Nil.
32. Risk Management and its Policy
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified are systematically addressed
through mitigating actions on a continuing basis. These are discussed at the meetings of
the Audit Committee and the Board of Directors of the Company.
33. Whistle Blower Policy / Vigil Mechanism
The Company has established a Whistle Blower Policy / Vigil Mechanism in compliance
with the provisions of Section 177(9) and (10) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014, for the genuine concerns
expressed by employees and Directors about unethical behaviour, actual or suspected fraud
or violation of the Company's Code of Conduct. The Company provides adequate safeguards
against victimisation of employees and Directors who express their concerns. The Company
has also provided direct access to the Chairman of the Audit Committee on reporting issues
concerning the interests of employees and the Company. The Board has approved the policy
for vigil mechanism, which is available on the website of the Company at
www.astronmultigrain.co.in.
34. Proceedings Initiated / Pending against the Company under the Insolvency and
Bankruptcy Code, 2016
There are no proceedings initiated or pending against the Company under the Insolvency
and Bankruptcy Code, 2016 which materially impact the business of the Company.
35. Acknowledgement
Your Directors thank all the esteemed shareholders, customers, suppliers, bankers and
business associates for their faith, trust and confidence reposed in the Company and
express their appreciation to the workers, executive staff and team members at all levels.
The Board of Directors also gratefully acknowledges the assistance and co-operation
received from the Central and State Government departments, the Registrar of Companies,
the Securities and Exchange Board of India and BSE Limited.
| Date: September 02, 2026 |
For and on behalf of the Board of Directors of |
| Place: Rajkot |
ASTRON MULTIGRAIN LIMITED |
Registered Office: Plot No. 17 to 21, Near Ram Hotel, Village:
Chordi, Taluka: Gondal, District: Rajkot, Gujarat - 360311, India |
Sd/- |
|
Jenish Parshottambhai Khunt |
|
Chairman & Managing Director |
|
(DIN: 08190882) |
