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Director's Report

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As on: Nov 13, 2026 07:45 PM

Dear Members,

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:

(Rs) in Million

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, Depredation and Amortization (EBITDA)

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 AFFAIRS

The 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-11 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.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to reserves by the Company.

DIVIDEND

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_Vl.2025-l.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 Shares Face Value per equity share (in Rs.) Premium amount per equity share (in Rs.)

1.

August 20, 2025 Allotment of equity shares of the Company by way of private placement on preferential basis 7,55,812 10 162
2. March 30, 2026 Allotment under Initial Public Offer 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.

ANNUAL RETURN

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 PERSONNEL

A. 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 Appointment

Date of Cessation

1.

00012690

Mr. Jagdish Kumar Suri

Chairman & 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. Raini

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.

B. Key Managerial Personnel

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 Compliance 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 (DIN: 00012690)

Re-appointment as Managing Director of the Company for a further term of 5 years

October 1, 2025

Mr. Rahul Suri (DIN: 00012654)

Re-appointment as Whole time Director of the Company for a further term of 5 years

October 1, 2025

Ms. Nancy Gulati (PAN: BFVPG1289J)

Resignation as Company Secretary

March 31, 2025

Ms. Sadhana Khurana (PAN: AKHPB5454A)

Appointment as Company Secretary and Compliance Officer

April 10, 2025

C. Retirement by Rotation

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.eom/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(l)(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 todischargetheirduties 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.

BOARD MEETINGS

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.

COMMITTEE MEETINGS

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 oftheSEBI 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.eom/wp-content/uploads/2025/06/2.-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.

RISK MANAGEMENT

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.

AUDITORS

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 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.

Statutory Auditor's Report

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.

B. Secretarial Auditor

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.

C. Internal Audit

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.

CORPORATE GOVERNANCE

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 perSEBI 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.eom/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 bean 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:

Male Employees :

201

Female Employees :

18

Transgender Employees :

0

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

   

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