As on: Oct 19, 2026 07:42 PM
DIRECTORS' REPORT
To,
The Members Snowman Logistics Limited
The Board of Directors is pleased to present the Thirty-third Annual Report of Snowman Logistics Limited ("the Company") together with the Audited Financial Statements for the financial year ended March 31,2026.
FINANCIAL PERFORMANCE OF THE COMPANY
The Financial results of operations of the Company for the Financial Year ended March 31, 2026 ("FY 2025-26") have been as under:
(Rs. In Lakhs)
The above Audited financial results of the Company have been reviewed by the Audit Committee and approved by the 'Board of Directors' ("the Board") of the Company at their meetings held on May 6, 2026. The statutory auditors have issued an unqualified report thereon. The financial statements for FY 2025-26 have been prepared in accordance with Indian accounting standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant Schedule III), as applicable to the financial statements read with Section 133 of "the Companies Act, 2013" ("the Act") and other relevant provisions of the Act. There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied. Management evaluates all recently issued or revised accounting standards on an ongoing basis.
OPERATIONS AND BUSINESS OVERVIEW AND PERFORMANCE Operations
During FY 2025-26, Snowman Logistics Limited continued to strengthen its operational capabilities by focusing on network optimization, technology-led execution, and service excellence across its integrated cold chain ecosystem. Through continuous process improvements, digital interventions, and disciplined operating practices, the Company enhanced the efficiency of its temperature-controlled warehousing and refrigerated transportation network.
Maintained high standards of product integrity and inventory accuracy.
Improved on-time delivery performance across customer segments.
Supported the expanding logistics needs of customers across diverse industries.
Operational Efficiency and Productivity
During the year, the Company placed significant emphasis on improving asset utilization, optimizing warehouse operations, and enhancing fleet productivity. Advanced warehouse management systems, real-time shipment visibility, automated monitoring of critical temperature parameters, and data-driven operational planning helped improve responsiveness, reduce turnaround times, and strengthen supply chain reliability.
Continuous investments in employee capability building, safety practices, and quality management further strengthened operational resilience and supported compliance with stringent industry standards.
Customer-Focused Solutions
As customer expectations continued to evolve, Snowman remained focused on delivering flexible and scalable logistics solutions for sectors including food processing, quick service restaurants (QSR), dairy, seafood, pharmaceuticals, retail, and FMCG. Its integrated model-combining warehousing, transportation, value-added services, and supply chain visibility-enabled customers to operate more efficiently while preserving product quality throughout the distribution cycle.
Sustainability in Operations
Sustainability remained an integral part of operational decision-making. The Company continued to improve energy efficiency across its facilities, optimize transportation routes, reduce resource consumption, and promote responsible operating practices. These initiatives supported environmental objectives while also contributing to cost efficiency and long-term operational sustainability.
Business Overview
Snowman Logistics Limited is one of India's leading integrated cold chain logistics service providers. The Company offers comprehensive temperature-controlled warehousing, refrigerated transportation, and value-added supply chain solutions for temperature-sensitive products.
With a strategically located pan-India network of modern cold storage facilities and an extensive fleet of refrigerated vehicles, Snowman serves customers across food, pharmaceuticals, retail, QSR, dairy, seafood, confectionery, and FMCG sectors.
Market Position and Capabilities
During FY 2025-26, the Company continued to consolidate its market position by leveraging its robust infrastructure, operational expertise, and customer-centric approach. Its focus remained on enhancing service quality, improving operational efficiency, and strengthening long-term customer relationships through reliable, technology-enabled logistics solutions.
By integrating digital tools, standardized operating procedures, and continuous process improvements, Snowman further enhanced supply chain visibility, inventory management, and execution capabilities across its network.
Commitment to Quality and Growth
The Company's commitment to operational excellence, regulatory compliance, food safety, and quality assurance continues to differentiate it in the specialized cold chain logistics industry. Backed by experienced professionals, advanced infrastructure, and a culture of continuous improvement, Snowman Logistics remains well-positioned to support India's expanding cold chain requirements and create sustainable value for customers, partners, and stakeholders.
Expansion
In 2025-26 company commissioned approximately 17000 pallets in Kolkata, Krishnapatnam, Kundli and Jaipur. The Company continues to position the multimodel of expansion and further announced to add 22000 pallets in Pune, Patna and Hyderabad.
Performance Overview
Snowman Logistics Limited has demonstrated resilient growth and operational excellence in the financial year ended March 31,2026, solidifying its standing as a leading cold chain logistics service provider in India.
The Company reported a 9.38% year-on-year increase in revenue from operations, reflecting successful execution of its strategic expansion plans and a strengthened presence in key markets. Within this, the Trading and Distribution Services segment registered a robust growth of 22.50%, driven by heightened market demand and effective penetration strategies.The Warehouse services recorded a remarkable growth of 11.71% indicative of stable performance and optimized service delivery across the network.
Operationally, the Company continued to strengthen its infrastructure, operational excellence, and service capabilities during the year. Building on its commitment to global quality standards, the Company further enhanced its focus on food safety, process excellence, and customer service across its network.
During the Financial year, the Company expanded its temperature-controlled warehousing footprint with the addition of 4 new facilities at Krishnapatnam, Kolkata, Kundli and Jaipur adding a capacity of approximate 17,000 pallets. Consequently, the Company's total installed pallet capacity increased to 154,319 pallets.
The newly commissioned facilities are equipped with advanced refrigeration systems, automation, warehouse management technologies, and real-time monitoring solutions, enabling enhanced operational efficiency, product integrity, and compliance with stringent quality standards. These facilities cater to a diverse range of industries, including seafood, dairy, ice cream, ready-to-eat meals, quick service restaurant (QSR) products, bakery, confectionery, fruits and vegetables, pharmaceuticals, and other temperature-sensitive products.
The Company maintained an average warehouse capacity utilization of 86% during the year, reflecting sustained customer demand and efficient asset utilization across its network. Simultaneously, the transportation business continued to expand, further strengthening its nationwide distribution capabilities and enhancing service responsiveness.
In addition, the Company continued to invest in digital technologies, process optimization, and operational excellence initiatives aimed at improving productivity, energy efficiency, inventory visibility, and customer experience across its integrated cold chain network.
These achievements reinforce that Snowman Logistics continued focus on expanding its infrastructure responsibly, delivering reliable and high-quality cold chain solutions, and strengthening its leadership position in India's temperature-controlled logistics sector. Through sustained investments in infrastructure, technology, quality systems, and transportation capabilities, the Company remains well-positioned to capitalize on emerging opportunities and create long-term value for all its stakeholders.
REVIEW OF ANNUAL FINANCIAL STATEMENT AND THE STATE OF COMPANY'S AFFAIRS
During the period under review, the Company reported a revenue of Rs. 60,438.11 lakhs, representing a growth of 9.38 % compared to the previous financial year's revenue of Rs. 55,253.45 lakhs. This revenue was primarily driven by the Company's Warehousing and Trading and Distribution services. The Earnings Before Interest, Tax, Depreciation, and Amortization (EBITDA) for the year was Rs.9452.90 lakhs, as compared to Rs. 9,352.65 lakhs in the previous financial year.
The Profit/(Loss) Before Tax (PBT) for the period was Rs. (256.05) lakhs, as compared to Rs. 599.47 lakhs in the previous financial year. The Profit After Tax (PAT) for the period amounted to Rs. 330.27 lakhs as against Rs. 569.08 lakhs in the previous financial year, with the corresponding Earnings Per Share (EPS) standing at Rs. 0.20, compared to Rs. 0.34 in the previous financial year.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Pursuant to Regulation 34(2) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year under review is annexed as "Annexure-A" to this report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of the business or operations of the Company during the Financial Year under review.
SHARE CAPITAL & RESERVES
There was no change in the authorized share capital of the Company during the FY 2025-26. It stood at Rs. 2,50,00,00,000/- (Rupees Two Fifty Crore only) as on March 31,2026.
The paid-up equity share capital of your company is Rs. 1,67,08,79,950/- (Rupees One Sixty Seven Crore Eight Lakhs Seventy Nine Thousand Nine Hundred and Fifty Only) divided into 16,70,87,995 equity shares of Rs.10/- each. There were no changes during the year.
The Company has carried forward profit amounting to Rs. 330.27 Lakhs, earned during the year, to the Reserves. The Company had accumulated profits Rs. 3596.57 Lakhs as at March 31,2026.
DIVIDEND
The Company has declared and paid an interim dividend of Re. 0.50/- per equity share of face value of Rs.10/- each amounting to Rs. 835.44 Lakhs, for the financial year 2025-26. The Interim dividend pay-out is in accordance with your Company's dividend distribution policy and is paid out of free reserves available for this purpose. Your Company did not recommend Final Dividend for the financial year 2025-26.
DEPOSITS
During FY 2025-26, the company has not accepted deposits within the meaning of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. As such no amount of deposit or interest thereon is outstanding as on March 31, 2026.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on date of this report, the Board of Directors of the Company comprises 8 (Eight) Directors of which four are NonExecutive Independent Directors in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Section 149(6) of the Companies Act, 2013 including any statutory modification(s)/ amendment(s) thereof for the time being in force.
Further all the Directors of the Company have given the declaration that they are not debarred from being appointed / re-appointed or continuing as Director of the Company by the virtue of any Order passed by the SEBI, Ministry of Corporate Affairs or any such Statutory Authority. All the Independent Directors meets / fulfills the criteria / conditions of Independence as prescribed under the Companies Act and Listing Regulations and are Independent of the Management of the Company.
Further in pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from M/s Nagendra D Rao & Associates LLP Company Secretaries Firm, bearing LlPIN - AAK - 4698, represented by Mr. Nagendra D. Rao, Designated Partner (Membership No FCS 5553, COP No. 7731), confirming that none of the Directors on the Board of the Company for the Financial Year ending on March 31,2026 are debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. A copy of the Certificate is enclosed as "Annexure-B".
The Company has received declaration from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Companies Act, 2013 read with the schedules and rules made there under along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The composition of the Board of Directors as on 31st March, 2026 are as follows :
Composition and Category as on 31st March, 2026 are hereunder:
*Mr. Bhaskar Avula Reddy (DIN: 06554896) and Mr. Arun Kumar Gupta (DIN: 06571270) ceased to be Independent Directors of the Company upon completion of their respective five-year terms with effect from the close of business hours on April 26, 2026. Subsequently, Ms. Sriparna Ganguly Chaudhuri (DIN :03275993) and Mr. Raghav Chandra (DIN .00057760) were appointed as Independent Directors of the Company with effect from April 20, 2026.
During the year under review, the shareholders of the Company at its 32nd Annual General Meeting approved the Re-appointment of Mr. Ishaan Gupta (DIN 05298583) as Non-Executive Director of the Company, liable to retire by rotation.
All the Non-Executive Directors have extensive business experience and are considered by the Board to be independent in character and judgment of the management of the Company and free from any business or other relationship, which could materially interfere with the exercise of their independent judgment and had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee if applicable of the Company. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.
Key Managerial Personnel and changes, if any
As at March 31,2026, the following were the KMPs of the Company:
- Mr. Padamdeep Singh Handa, CEO & Whole-Time Director.
- Mr. Raghav Garg, Chief Financial Officer.
- Mr. Sohan Singh Dhakad, Company Secretary & Compliance Officer.*
* At its meeting held on April 20, 2026, the Board of Directors noted the resignation of Mr. Sohan Singh Dhakad from the office of Company Secretary and Compliance Officer, effective from the close of business hours on April 30, 2026, and approved the appointment of Ms. Richa Gupta as Company Secretary and Compliance Officer with effect from May 1, 2026.
As on the date of signing of the Report, there are no changes in Directorship & Key Managerial Personnel(s) of the Company, except as stated above.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board at its meeting held on February 06, 2026 carried out an annual evaluation of its own performance, performance of directors including chairperson, Whole Time Directors and its committees in accordance with the applicable provisions of the Act and the SEBI Listing Regulations. The Board's performance was assessed after receiving feedback from all the directors on the basis of criteria such as composition, structure, effectiveness of processes information, functioning, etc. The committees' performance was assessed after receiving feedback from the committee members on the basis of criteria such as composition, terms of reference, effectiveness of committee meetings, etc.
The performance evaluation of Non-Independent Directors, Board as a whole and the Chairperson were evaluated at a separate meeting of the independent directors held on February 6, 2026. The same was also discussed in the meeting of the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the independent director being evaluated.
The evaluation was conducted through a structured questionnaire prepared separately for the Board, board committees and directors including chairperson and Whole-Time Director. Based on the above, the performance of the Board was evaluated through the ratings given by each Director based on the structured questionnaire that was prepared after considering the approved criteria such as the Board composition and structure, effectiveness of board processes, contribution towards development of the strategy, etc.
The performance of the committees was also evaluated by the Board after seeking inputs/ratings from the committee members on the basis of the approved criteria such as the composition of committees, effectiveness of committee meetings etc. The Board deliberated and found that the overall performance of individual directors and the Board as a whole and its committees were satisfactory. Further, based on the performance evaluation, the ratings were given by Directors, a report as to such ratings were prepared, wherein the performance of Individual directors, board and committee was rated as "outstanding" for the financial year 2025-2026 that the overall rating of evaluation of the Board as whole and Chairperson for discharging its duties is 4.31 out of 5 & 4.4 out of 5, respectively, wherein 1 is considered as Poor & 5 is considered as Excellent / Outstanding.
The Directors expressed their satisfaction with the evaluation process. The Board also noted that the Independent Directors fulfills the independence criteria as specified in the Listing Regulations and are Independent of the Management of the Company.
NUMBER OF THE BOARD MEETINGS
During the year under review, 5 (Five) Board Meetings were convened and held in accordance with the provisions of the Act and the details of which are given in the corporate governance report, which forms part of this report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act. Further, number of Board Committee Meetings including the date of the Meeting and attendance thereof by each director during the year is given in Report on Corporate Governance that forms part of this Annual Report.
COMMITTEES OF THE BOARD
During the year under review, the Board had the following six committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholder's Relationship Committee
d) Risk Management Committee
e) Corporate Social Responsibility Committee and
f) Finance Committee
The details of the compositions, powers, roles, terms of reference, etc. of the said committees are given in the corporate governance report, which forms part of this report. During the year, all recommendations made by the committees were approved and adopted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards read with requirements set out under schedule III to the Act have been followed and there are no material departures from the same;
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 the 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 laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are 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.
CORPORATE GOVERNANCE
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, have complied with all the mandatory requirements relating to Corporate governance as stipulated in Para C of Schedule V of Listing Regulation. A detailed report on corporate governance practices followed by the Company together with the certificate from the Practicing Company Secretary confirming compliance of the Conditions of Corporate Governance as stipulated in Para E of Schedule V of the SEBI Listing Regulations forms part of this report as "Annexure - C".
AUDITORS AND AUDITORS' REPORT
a) STATUTORY AUDITORS AND AUDITORS REPORT:
M/s S.R. Batliboi & Co. LLP (Firm Registration number 301003E/E300005), Chartered Accountants were re-appointed as Statutory Auditors of the Company from the conclusion of the Twenty-Ninth Annual General Meeting of the company held on September 20, 2022 till the conclusion of the Thirty-Fourth Annual General Meeting to be held in the Calendar year 2027.
The notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The auditors' report does not contain any qualification, reservation, adverse remark or disclaimer.
b) SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the FY 2025-26 has been carried out by M/s Nagendra D Rao & Associates LLP, Company Secretaries Firm, bearing LLPIN - AAK - 4698, represented by Mr. Nagendra D. Rao, Designated Partner (Membership No FCS 5553, COP No. 7731). The Secretarial Audit Report submitted by them in the prescribed form (i.e. MR-3) is attached as "Annexure - E" and forms part of this report. There are no qualifications or observations or adverse remarks or disclaimer of the Secretarial Auditors in the report issued by them for FY 2025-26, which call for any explanation from the Board.
c) COST AUDIT & RECORDS:
Section 148 of the Companies Act, 2013 is not applicable on the Company. Therefore, cost audit has not been conducted for the Financial Year 2025-26 and records are not maintained.
d) INTERNAL AUDIT:
The Board on the recommendation of Audit Committee has appointed M/s S.P. Chopra & Co. Chartered Accountant, as its Internal Auditors of the Company. The Internal Auditors report to the Chairperson of the Audit committee.
The Company has a system of carrying out internal audit, covering all business processes to review the Internal Control Systems. The Internal Control System and mechanism is reviewed periodically by the Audit Committee to make it robust so as to meet the challenges of the business.
e) REPORTING OF FRAUDS BY AUDITORS
During the year, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.
CEO & CFO CERTIFICATION
The CEO & Whole-time Director and the Chief Financial Officer ("CFO") of the Company have given annual certification on Financial Reporting and Internal Controls to the Board in terms of Regulation 17(8) of the SEBI Listing Regulations, copy of which annexed as "Annexure - F". The said annual certificate was placed before the Board at its meeting held on May 6, 2026.
ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to Regulation 24(A) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other provisions as may be applicable, the Company has obtained the Secretarial Compliance Report from M/s Nagendra D Rao & Associates LLP, Company Secretaries Firm, bearing LLPIN - AAK - 4698, represented by Mr. Nagendra D. Rao, Designated Partner (Membership No FCS 5553, COP No. 7731) for the FY 2025-26.The report is annexed herewith as " Annexure - G".
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place, adequate Internal Financial Controls with reference to Financial Statements carefully designed to match the size and complexity of its business operations. During the year under review, such controls were tested by Statutory as well as Internal Auditors, and no reportable material weaknesses in the design or operation were observed. The Audit Committee actively oversees and reviews the adequacy and effectiveness of the internal control systems and suggests improvements as needed.
CORPORATE SOCIAL RESPONSIBILITY
In FY 2025-26, the provisions of Section 135 of the Companies Act, 2013 with respect to Corporate Social Responsiblity were applicable to the Company and it spent Rs. 36 Lakhs (inclusive of administrative overheads) on CSR activities. The particulars of Corporate Social Responsibility (CSR) activities is detailed in annexed as "Annexure - H", which forms part of this report.
The Company has a policy on 'Corporate Social Responsibility' ("CSR"), in line with Schedule VII of the Act and the same has been posted on the website of the Company at https://snowman.in/investor-relations/.
POLICIES OF THE COMPANY NOMINATION, REMUNERATION AND BOARD EVALUATION POLICY
Pursuant to Section 134(3) read with Section 178 of the Companies Act, 2013, The Nomination, Remuneration and Board Evaluation Policy contains the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and other employees of the Company is available on the Company's website: https://snowman.in/investor-relations/ .
RISK MANAGEMENT COMMITTEE & POLICY
Your Company has adopted risk management policy, to identify, evaluate, monitor and minimize identifiable risks. The aim of the Risk Management policy is to maximize business potential while minimizing the risks/adversities, to ensure sustainable business growth with stability.
Board of Director of the Company has constituted Risk Management Committee, which is responsible for ensuring that the Company maintains effective risk management and internal control systems and processes, and provides regular reports to the Board of Directors on the effectiveness of the risk management program in identifying and addressing material business risks. Risk Management Policy can be accessed by clicking on the Company's website https://snowman.in/investor-relations/.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
As required by Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of the Board & Its Power) Rules, 2014 and Corporate Governance under SEBI (Listing Obligations & Disclosure requirements) Regulations, 2015 as amended, The Company has a vigil mechanism in place named as Whistle Blower Policy to report concerns to the management about unethical behavior, actual or suspected fraud or violation of the Codes of conduct. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company at https://snowman.in/investor-relations/.
DIVIDEND DISTRIBUTION POLICY
The Company has formulated a Dividend Distribution Policy which has been approved by the Board. In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the policy is hosted on the website of the Company at https:// snowman.in/investor-relations/.
CODE OF CONDUCT
Pursuant to Regulation 26(3) of the SEBI Listing Regulations, all Board members and senior management personnel have affirmed compliance with the Company's code of conduct for directors and senior management on an annual basis. The code of conduct is also placed on the website of the Company at https://snowman.in/investor-relations/.
CODE ON PREVENTION OF INSIDER TRADING
The Company has formulated and adopted a Policy in accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended. The Policy lays down the guidelines and procedures to be followed, and disclosures to be made while dealing with the shares of the Company along with consequences for violation. The policy is formulated to monitor, regulate and ensure reporting of deals by employees while maintaining highest level of ethical standards while dealing in the Company's securities. The policy is amended to bring it in line with the provisions of the prevailing regulations, from time to time. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished price sensitive information. Mr. Sohan Singh was Compliance Officer of the code for the F.Y. 2025-26. Ms. Richa Gupta, Company Secretary is the Compliance Officer under the Code with effect from May 01, 2026.
In compliance to the SEBI PIT Regulations, the Company has a robust Code of Conduct to prohibit and monitor insider trading in the Company, which is strictly followed within the Company and the reporting is done to the Audit Committee/Board at regular intervals. The code is hosted on the website of the Company at https://snowman.in/ investor-relations/.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
The particulars of Loans, guarantees and investments under section 186,if any, have been disclosed in the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section 188 (1) of the Companies Act, 2013 are given in form AOC-2, which is annexed to this report as "Annexure - I" . Details of policy determining material subsidiaries and the policy for dealing with related party transactions can be accessed by clicking on the Company's website https://snowman.in/investor-relations/.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2026 is available on the Company's website at https://snowman.in/disclosure-under-regulation-46-of-sebi-lodr-regulations
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THIS REPORT
In terms of Section 134(3)(l) of the Act, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this report.
PARTICULARS OF EMPLOYEES
Disclosure 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 (the Rules) is annexed and marked as "Annexure-J".
The information pursuant to Rules 5(2) and 5(3) of the Rules not annexed to this Report, is readily available for inspection by the members at the Company's Registered Office between 10:30 A.M. to 1:30 P.M. on all working days up to the date of ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on investorrelations@snowman.in , whereupon a copy would be sent.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATES
Information about Subsidiaries/Associate/Joint Ventures are given in Form AOC-1, which is annexed as "Annexure - K" to this report. During the year under review, the Company does not have any Subsidiary or Associate Company.
INSOLVENCY & BANKRUPTCY CODE, 2016
There were no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which imparts the business of the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has adopted a 'policy on prevention of sexual harassment at workplace' in line with the requirements of the 'Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act 2013'. The said policy covers all employees with no discrimination amongst individuals at any point on the basis of race, colour, gender, religion, political opinion, social, origin or age. The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013'. The Company has an internal committee (which includes a woman member) to monitor the behaviour of all employees and to redress complaints, if any.
During the year, the Company has not received any complaint regarding sexual harassment in terms of the provisions of the 'Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013'.
DISCLOSURE UNDER SECTION 134(3)(M)
A) CONSREVATION OF ENERGY
i) The steps taken by the Company for conservation of energy or impact on conservation of energy:
The Company remains committed to sustainable growth by adopting environmentally responsible practices and implementing various energy conservation initiatives across its operations. Through continuous investment in renewable energy, clean fuel technologies, energy-efficient refrigeration systems, sustainable logistics, and green infrastructure, the Company has significantly enhanced energy efficiency while reducing its environmental footprint. The key initiatives undertaken during the year towards conservation of energy are as follows:
Installation and operation of Rooftop Solar Power Plants across various warehouse locations:
Generating approximately 71.18 lakh units of renewable electricity during the year, thereby reducing dependence on conventional grid power and contributing to lower greenhouse gas emissions.
Open Access Solar Power Project: The Company is actively exploring the implementation of an Open Access Solar Power Project in Maharashtra with an estimated annual generation of approximately 33 lakh units. Upon implementation, the project is expected to meet around 20% of the Company's annual electricity requirement, resulting in significant savings in electricity procurement costs and a reduction in carbon emissions.
Conversion of Diesel Generator to CNG: The existing 380 kVA Diesel Generator at the Ballabgarh (Faridabad) facility has been converted to CNG operation, leading to lower fossil fuel consumption, reduced greenhouse gas emissions, improved operational efficiency, and lower maintenance costs.
Green Transportation Initiatives: The Company is progressively transitioning its transportation fleet towards cleaner mobility by inducting CNG and electric trucks. In addition, several diesel-operated vehicles are being converted to CNG-powered vehicles, thereby reducing fuel consumption, operating costs, and environmental impact.
Energy-Efficient Refrigeration Systems: The Company has planned the installation of Adiabatic Cooling Systems for refrigeration condensers to enhance cooling efficiency, optimize refrigeration performance, reduce compressor power consumption, and achieve additional energy savings across its cold storage facilities.
Deployment of Energy-Efficient Equipment: The Company has deployed battery-operated Material Handling Equipment (MHEs), including electric pallet trucks and forklifts, across its warehouses. Additionally, Variable Frequency Drive (VFD) technology has been incorporated in refrigeration compressors to optimize energy consumption and improve operational efficiency.
Environment-Friendly Refrigeration Practices: The Company utilizes R-404A refrigerant gas in its refrigeration systems to ensure efficient cooling performance with minimal ozone depletion impact.
Rainwater Harvesting Systems: Installation of Rainwater Harvesting Systems at selected warehouse locations to promote water conservation, groundwater recharge, and sustainable utilization of natural resources.
Energy Monitoring and Benchmarking: Continuous monitoring, benchmarking, and analysis of electricity and fuel consumption across all facilities to identify opportunities for improving energy efficiency and optimizing operational performance.
Preventive Maintenance Programme: Regular preventive maintenance of refrigeration systems, compressors, electrical installations, diesel generators, and material handling equipment to ensure optimum operating efficiency, improve equipment reliability, and minimize energy losses. .
These initiatives have enabled the Company to optimize energy utilization, reduce operating costs, lower greenhouse gas emissions, and strengthen its commitment towards environmental sustainability. The Company will continue to invest in innovative technologies, renewable energy solutions, and energy-efficient infrastructure to further improve operational efficiency while supporting its long-term sustainability objectives.
ii) The capital investment on energy conservation equipment:
During the year under review, the Company incurred a capital expenditure of Rs.110.70 Lakhs towards energy conservation initiatives. The investment includes renewable energy systems, clean fuel technologies, energy-efficient refrigeration equipment, battery-operated material handling equipment, VFD-based energy optimization systems, and other energy-saving infrastructure aimed at enhancing operational efficiency and supporting the Company's sustainability objectives.
TECHNOLOGY ABSORPTION
The Company continues to lay emphasis on development and innovation of in-house technological and technical skills to meet the specific customer requirements. Efforts are also being made to upgrade the existing standards and to keep pace with the advances in technological innovations.
i) The efforts made towards technology absorption and benefits derived
The efforts made towards technology absorption and the benefits derived like product improvement, cost reduction, product development or import substitution are as follows:
1. During the year, the Company implemented a Quality Control Audit and Warehouse Walkpath application (mobile and web) to institutionalise daily warehouse inspections in line with prescribed quality standards. The application captures deviations in real time, auto-generates tickets for corrective action, and tracks Corrective and Preventive Actions (CAPA) for every non-compliance, strengthening operational discipline and audit readiness.
2. A Partner Self-Onboarding portal was developed in-house to digitise vendor due diligence. The portal mandates data validation through integration with government platforms including GSTN, PAN, TAN and Aadhaar, and incorporates a seamless multi-level approval workflow, ensuring compliance-first partner empanelment.
3. Further, the Company's analytics and reporting portal was extended to strategic customers, providing them real-time visibility into their inventory status and reinforcing transparency and customer confidence.
ii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
iii) the expenditure incurred on Research and Development: NIL
FOREIGN EXCHANGE EARNINGS AND OUTGOING
i) Expenditure in foreign currency (The foreign exchange outgo during the year in terms of actual outflows) : Rs. 842.97 Lakhs.
ii) Earnings in foreign currency (The Foreign Exchange earned in terms of actual inflows during the year) : Nil
The detailed information is reported under suitable heading in the 'Notes to Financial Statement' forming part of the Annual Report of the Company for the FY 2025-26.
OTHER DISCLOSURES
a) Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.
b) Your Company has complied with the applicable Secretarial Standards relating to 'Meetings of the Board of Directors' and 'General Meetings' during the year.
c) There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
d) There was no instance of one-time settlement with any bank or financial institution.
e) In line with our commitment towards the green initiatives and going beyond it, electronic copy of the notice of 33rd Annual General Meeting of the Company including the annual report for FY 2025-26 are being sent to all members, whose e-mail addresses are registered with the Company or depository participant(s) or depositories or registrar and share transfer agent of the Company.
f) The details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or Financial Institutions, along with reasons, are not applicable.
g) The Company affirm its commitment to full compliance with the provisions of the Maternity Benefit Act, 1961. Our Company is dedicated to ensuring that all eligible female employees receive the maternity benefits stipulated by the Act, which includes paid maternity leave, medical allowances, and comprehensive workplace support.
ACKNOWLEDGEMENTS
The Board of Directors thank all the stakeholders of the Company including its customers, shareholders, bankers, vendors for their continued support and assistance and look forward to having the same support in our future endeavors. The Directors also place on record, their sincere appreciation for significant contributions made by the employees towards the success and growth of the Company.
Click here to visit SEBI Scores