Annual Report FY 2025-26

August 31, 2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001. Scrip Code: 544623 Dear Sir / Madam, Sub: Notice of 3rd Annual General Meeting and Annual Report for the F.Y. 2025‐2026 With reference to the captioned subject, we inform that 3rd Annual General Meeting (“AGM”) of the Company shall be held on Thursday, September 24, 2026 at 11.30 a.m. through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”), in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. Pursuant to regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Annual Report for the FY 2025-26 and the Notice of 3rd AGM. The said reports are being sent to the shareholders through email and have been uploaded on the “investors” section of the website of the Company at: www.mothernutrifoods.com. The “cut-off date” for determining eligibility of shareholders for remote e-voting/e-voting at AGM and for attending AGM is fixed as Thursday, September 17, 2026. The remote e- voting period shall commence from Monday, September 21, 2026 at 9.00 a.m. and end on Wednesday, September 23, 2026 at 5.00 p.m. The detailed instruction with regard to the remote e-voting/e-voting at AGM and procedure for attending AGM is provided in the notice of AGM which are being sent to shareholders and submitted to stock exchanges. The procedure for attending the AGM is provided in the Notice of AGM. Kindly take the same on your records. Thanking you, Yours faithfully, For Mother Nutri Foods Limited Chintan Rajnikant Thakar Managing Director DIN: 09346153 “Purity is not a promise we make once. It is the standard we hold ourselves to, jar after jar.” Dear Investors, It gives us immense pleasure to present the 3rd Annual Report of Mother Nutri Foods Limited and first time after its listing on the Bombay Stock Exchange (BSE). We would like to sincerely thank all our shareholders, investors, customers, business partners, and other stakeholders for the trust and confidence reposed in our Company and for the encouraging support received during our listing journey. Chintan Rajnikant Thakar Managing Director Mother Nutri Foods Limited was listed on BSE Limited on December 03, 2025, marking a significant milestone in the Company’s growth and development. The listing has strengthened our corporate identity, enhanced our visibility in the market, and laid a strong foundation for our next phase of growth. On May 30, 2026 we came out with our maiden performance post listing with complete turnaround for the Financial Year ending March 31, 2026. As a company engaged in the manufacturing and marketing of peanut butter, we remain focused on delivering quality, nutrition, taste, and value to our customers. We continue to strengthen our presence across the Business-to-Business (B2B) segment through product innovation, efficient manufacturing processes, and an expanding distribution network. The financial year under review reflects our continued efforts towards improving operational efficiency, strengthening market reach, and building a sustainable business model. While pursuing growth opportunities, we remain committed to the highest standards of corporate governance, integrity, transparency, and accountability, which form the cornerstone of our business philosophy. This Annual Report provides an overview of the Company’s performance, business developments, opportunities, challenges, and strategic initiatives undertaken during the year. It also highlights our vision of becoming a trusted and preferred brand in the peanut butter and nutrition-focused food products category in India. We invite you to read the detailed report in the subsequent pages and look forward to your continued support as we move ahead on our journey of growth and value creation. With warm regards, Mother Nutri Foods Limited Glimpses of the Listing Ceremony OUR PRODUCTS MOTHER NUTRI FOODS LIMITED 3RD ANNUAL REPORT (2025-2026) INDEX Sr. CONTENTS PAGE.NO. 1. Corporate Information 2 2. Notice 3 3. Directors’ Report 19 4. Secretarial Audit Report 35 5. Management Discussion and Analysis Report 42 6. Corporate Governance Report 47 7. Financial Statements 73 MOTHER NUTRI FOODS LIMITED 3RD ANNUAL REPORT (2025-2026) CORPORATE INFORMATION BOARD OF DIRECTORS SECRETARIAL AUDITORS CHINTAN THAKAR YATI MITTAL AND ASSOCIATES (Chairman & Managing Director) Practicing Company Secretaries B-76, Kripal Apartment, IP Extension, Delhi- UMESHBHAI SHETH 110092. (Whole-time Director) MANUFACTURING SITE RAJNIKANT THAKAR Survey No. 276/1, Mahuva-Bhavnagar Road, (Executive Director) Opp. Otha Petrol Pump, Otha – 364 295, Bhavnagar, Gujarat KETANKUMAR MEHTA BANKERS (Non-Executive Director) State Bank of India HDFC Limited KAUSHIK MEHTA (Independent Director) LISTED ON BSE LIMITED TANVI PATEL Address: Phiroze Jeejeebhoy Towers, Dalal (Independent Director) Street, Fort, Mumbai - 400 001 (Scrip Code: 544623) MAHESHVARIBEN ATRI (Independent Director) CHIEF FINANCIAL OFFICER REGISTERED OFFICE ANUP GOPALDAS PATEL MOTHER NUTRI FOODS LIMITED Survey No 276/1, Opp. Petrol Pump, At Otha, Bhavnagar, Mahuva, 364295, Gujarat, India COMPANY SECRETARY CIN: L51909GJ2022PLC128485 KHUSHBOO YADAV Website: www.mothernutrifoods.com Email: cs@mothernutrifoods.com STATUTORY AUDITORS RATAN CHANDAK & CO LLP REGISTRAR & SHARE TRANSFER AGENT 702, G Square Business Park, Sector 30A, BIGSHARE SERVICES PRIVATE LIMITED Opposite Sanpada Railway Station, Navi S6-2, 6th Floor, Pinnacle Business Park, Next Mumbai 400703. to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai, 400093, INTERNAL AUDITORS Maharashtra MEGHRAJSINH GOHIL & CO E-mail id: info@bigshareonline.com Office No-5, 1st Floor Ashok, Arcade, Tel. No: 022- 62628200 Kuberbag, Mahuva, Bhavnagar-364290 COST AUDITORS M. I. PRAJAPATI & ASSOCIATES LLP 305, Subh House, 77 Swastik Society, B/h. City Center, Off C.G Road Navrangpura, Ahmedabad-380009. MOTHER NUTRI FOODS LIMITED 3RD ANNUAL REPORT (2025-2026) NOTICE NOTICE is hereby given that 3rd Annual General Meeting (‘‘AGM’’) of the Members of Mother Nutri Foods Limited (“MNFL”/the Company) will be held on Thursday, September 24, 2026 at 11:30 a.m. (IST) through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following business the venue of the meeting shall be deemed to be the Registered Office of the Company situated at Survey No 276/1, Opp. Petrol Pump, at otha, Bhavnagar, Mahuva, 364295, Gujarat, India. ORDINARY BUSINESS: 1. To receive, consider and adopt the audited financial statements of the Company for the financial year ended on March 31, 2026, together with the Reports of the Board of Directors and Auditors thereon. 2. To consider re-appointment of Mr. Rajnikant Indubhai Thakar (DIN: 02644842), who retires by rotation and being eligible, offers himself for re-appointment. Explanation: Based on the terms of appointment, Executive Directors and Non- Executive Directors (other than Independent Directors) are subject to retirement by rotation. Mr. Rajnikant Indubhai Thakar, Director who has been on the Board of the Company and whose office is liable to retire at this AGM, being eligible, seeks re- appointment. Based on the performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re- appointment. Therefore, the Members are requested to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Rajnikant Indubhai Thakar (DIN: 02644842), who retires by rotation, be and is hereby re-appointed as a Director, liable to retire by rotation.” 3. To consider and if thought fit, ratify the remuneration payable to M/s. M.I. Prajapati & Associates LLP, Cost Accountants, Cost Auditors of the Company, for the fi [Showing first 8,000 characters — download PDF for full document]