Your Directors hereby presents the 40th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2024. The summarized financial results for the year ended 31st March, 2024 are as under:

FINANCIAL RESULTS

REVIEW OF OPERATIONS:

During the period, the total income of the Company increased to Rs. 4,634.51 lakhs as compared to Rs. 4,421.52 lakhs of the previous year. The net profit before tax for the period is Rs. 200.52 lakhs as compared to net profit of Rs. 162.15 lakhs of the previous year. The net earnings after tax and comprehensive income Rs. 144.80 lakhs as compared to Rs. 107.09 lakhs in the previous year.

We, at Anjani Foods Limited focused on the following:

i. Safety of employees and other stakeholders and

ii. Ensuring availability of our quality products, which are daily essentials in the place of its operations.

Your Directors wish to place on record their appreciation to the company's employees, suppliers, customers and government authorities for their selfless efforts. The ownership and responsiveness shown by all the stakeholders is unparallel and is a testimony of the spirit of this great organization.

Your Company shall review the long-term business opportunities and take all steps necessary to adapt itself to emerging changes and the new normal.

DIRECTORS'

RESPONSIBILITY

STATEMENT

The Board of Directors confirm that in the preparation of Profit & Loss Account for the year end and Balance Sheet as at that date ("Financial Statements") that:

(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 had 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 and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

DISCLOSURES UNDER SECTION 134 OF THE COMPANIES ACT, 2013

1. State of affairs of the company:

The Company operates in the business of Food and Beverages sector. During the year, the Company's Income has increased which is reflected in the financial results of the Company. The company operates through two segments. The first segment being "Retail" where bakery outlets are operational in various parts of the city in Visakhapatnam and Student's Cafe outlets in Bhimavaram & Hyderabad. The second segment of our supply chain is "Distribution & Modern Trade" where the products are sourced to rural districts of Andhra Pradesh namely Visakhapatnam, Kakinada, Vijayanagaram, Bhimavaram, East Godavari and West Godavari. The company aims at diversifying and penetrating new markets in other states with better quality products in the coming years.

2. Future Plan of Action:

The company has investing close to Rs. 10 crores in setting up a new unit in Peddapuram and will expected to commence its commercial production in FY 2024-25. The new unit equips automated facility for generating volumes of production. The growing demand of bakery products in the region has pushed the management to expand the manufacturing facility which will cater to the markets in and around the region.

Management has decided to focus additionally on products distributions, on-time delivery, products availability in the markets and consumer satisfaction.

A centralized kitchen setup has also been

established in Hyderabad along with cold chain storage facility which allows to stock up the voluminous production that can be delivered just-in-time as per the requirements.

3. Amounts, if any, they proposed to carry to any reserves:

The Board of Directors does not propose to appropriate any amount to be transferred to General Reserve during the year under review.

4. Dividend:

The Directors have not recommended any dividend for the year.

5. Share Capital:

The authorized share capital of the Company is Rs. 8,00,00,000/- (Rupees Eight Crores only) divided into 4,00,00,000/- (Four Crores) Equity shares having face value of Rs. 2/-(Rupees Two) each.

The paid-up share capital of the Company is Rs. 5,58,97,800 divided into 2,79,48,900 equity shares of Face Value Rs. 2/- each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

6. Deposits:

Your company has not accepted any public deposits as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

7. Number of meetings of the Board:

Secretarial Standards as applicable have been complied with. Five (5) meetings of the Board were held during the year as per the details given below:

Directors Attendance:

8. Board Evaluation:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non- Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into accounts the views of Executive Directors and Non-Executive Directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of Board, its committee and individual directors was also discussed.

9. Policy on Directors' appointment and remuneration and others details:

The Company's policy on Directors appointment and remuneration and other matters provided in section 178 of the Companies Act are as under:

Nomination and Remuneration Policy of Anjani Foods Limited

Introduction

The Remuneration Policy of Anjani Foods Limited (the "Company") is aligned with the compensation philosophy of its competitors which is to pay competitively and reward performance. To achieve this philosophy, total compensation is based on employee's role, market value of job and employees' contributions.

This Policy is designed to attract, motivate, and retain talent by creating a congenial work environment, encouraging initiatives, personal growth and team work, and inculcating a sense of belonging and involvement, besides offering appropriate remuneration packages and retirement benefits.

The policy reflects the Company's objectives for good corporate governance as well as

sustained long-term value creation for shareholders.

This Remuneration Policy applies to Directors and senior management including its Key Managerial Personnel (KMP) of the Company.

1. Definitions

"Act" means the Companies Act, 2013 and Rules framed there under, as amended from time to time.

"Board" means Board of Directors of the Company.

"Committee" means Nomination and Remuneration Committee constituted by the Board

"Directors" mean Directors of the Company.

"Key Managerial Personnel" means

Chief Executive Officer or the Managing Director or Manager,

Whole-time director;

Chief Financial Officer;

Company Secretary; and

Such other officer as may be prescribed by the Companies Act, 2013.

"Executive Directors" mean Managing Director/ Jt. Managing Director and Whole Time Director, if any.

"Senior Management" means personnel of the company who are members of senior leadership typically vice presidents or equivalent and higher position levels.

2. Guiding Priniciple

The guiding principle is that the remuneration and the other terms of employment should effectively help in attracting and retaining talented employees.

While designing remuneration packages, industry's best practices, cost of living and potential of employees are also taken into consideration.

3. Policy Relating To The Remuneration For The Whole-Time Director, KMP's And Senior Management Personnel

3.1. General:

a) The remuneration package of KMP will be determined by the Committee and recommended to Board for approval. In addition, the approval of the shareholders of the Company and Central Government, wherever required, will be obtained for the remuneration package of Executive Directors. The remuneration package of other senior management personnel will be recommended by Chairman & Managing Director and submitted to Committee for approval.

b) The remuneration package of Executive Directors shall be in accordance with the percentage / slabs / conditions laid down in the Act.

c) Increments to the existing remuneration package of Executive Directors may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders.

3.2. Where any insurance is taken by the Company on behalf of its Directors, Executive Directors, 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 such personnel.

4. Remuneration to Executive directors, KMP's and senior management personnel:

10. Pay and Allowances:

The Executive Directors, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the Committee or Board on the recommendation of the Committee. The remuneration comprises of basic pay and allowances in addition to perquisites such as contribution to Provident Fund, Gratuity, group life insurance, group medical insurance etc.

11. Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Executive Directors in accordance with the provisions of Schedule V of the Act and if it is not able to comply with such provisions, with the previous approval of the Central Government.

12. Provisions for excess remuneration:

If any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums in excess of the limits prescribed under the Act or without the sanction of the Central Government, where required, he / she shall refund such sums to the Company and until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

13. Remuneration to Independent Directors:

a. Remuneration/Commission:

The remuneration/commission shall be fixed as per the slabs and conditions mentioned in the Act.

a) Sitting Fees:

I n d e p e n d e n t D i re c t o r m a y r e c e i ve remuneration by way of fees for attending meetings of Board or Committee thereof. Provided that the amount of such fees shall not exceed the amount fixed by the Board from time to time.

b) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

c) Stock Options:

An Independent Director shall not be entitled to any stock options of the Company.

d) Expenses for attending meetings

The expenses incurred by the Independent Directors for attending the meetings of Board of Directors and Committees of the Board shall be reimbursed by the Company or alternatively the Company may provide air tickets, lodging facility and conveyance to the Independent Directors.

14. Disclosure of information

Information on the total remuneration of members of the Company's Board of Directors, Whole time Directors and KMP/senior management personnel may be disclosed in the Company's annual financial statements/ Annual Report as per statutory requirements.

15. Application of the Remuneration Policy

This Remuneration Policy shall continue to guide all future employment of Directors, Company's Senior Management including Key Managerial Personnel.

16. Performance evaluation criteria for Independent Directors:

The Board of Directors evaluates the performance of independent directors on yearly basis.

a. All pecuniary relationship or transactions of the non-executive directors

The Company has not paid any amount as sitting fees for attending Board meetings of the Company during the financial year ended on March 31,2024.

b. Disclosure with respect to remuneration:

No other element of remuneration package is paid to the Non-Executive Directors.

The Company did not issue any stock options during the year.

Two meetings of the committee were held throughout the year. The date being 29.05.2023 and 10.08.2023 which were attended by all committee members.

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 The Nomination & Remuneration Committee as on 31 March 2024, comprised following three (3) Non-Executive Directors:

17. Internal Financial Control Systems and their Adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report as Annexure - III and which forms a part of this report.

18. Audit Committee:

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements), 2015.The Audit Committee as on 31 March 2024, comprised following four (4) Non-Executive Directors, (1) one Managing Director and one (1) Wholetime Director

The role of the Audit Committee flows directly from the Board of Director's overview function, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The term of reference of the Audit Committee broadly includes:-

I) acting as a catalyst, in helping the organization achieve its objectives

ii) The Audit Committee's primary role is to review the Company's financial statements, internal financial reporting process, internal financial controls, the

audit process, adequacy, reliability and effectiveness of the internal control systems and risk management process, vigil mechanism, related party transactions, monitoring process for compliance with laws and regulations and the code of conduct.

iii) The Audit Committee also reviews Management letters and the responses thereto by the Management. During the year under review.

iv) The Audit Committee held four (4) Meetings, the dates of the meetings being 29/05/2023, 1 0/08/2023, 13/11/2023 and 09/02/2024.

Chief Financial Officer, Internal Auditors, Statutory Auditors and other Executives as considered appropriate, also attended the Audit Committee Meetings.

Internal Audit and Control: M/s. Siva Prasad V R K S & Co., Chartered Accountants, are the Internal Auditors of the Company and their internal audit plan and remuneration are approved by the Audit Committee. The reports and findings of the Internal Auditor and the internal control system are periodically reviewed by the Audit Committee.

All members of Audit Committee are financially literate and have accounting and related financial management expertise.

All the recommendations made by the Committees of Board including the Audit Committee were accepted and approved by the Board.

19. Stakeholders Relationship Committee:

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated

under Section 178 of the Companies Act, 2013 as per SEBI (Listing Obligations and Disclosure Requirements), 2015. The Stakeholders Relationship Committee as on 31 March 2024, comprised with following three (3) Directors, further 2 (Two) meetings were held throughout the year on 29.05.2023 and 10.08.2023.

23. Risk Management:

The Board of the company regularly reviews and had adopted measures to frame, implement and monitor the risk management plan for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risk indentified, if any, by the business functions are systematically addressed through mitigating actions on a continuing basis

24. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013:

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in Note No.5.1 and 8.4 Financial Statements.

25. Particulars of contracts or arrangements made with related parties Under Section 188 of the Companies Act, 2013:

All the transactions with related parties are at arm's length and fall under the scope of section 188(1) of the act. Information on transaction with related parties pursuant to section 134(3) (h) of the act read with rule 8(2) of the companies (Accounts) Rules, 2014 are disclosed in Note No. 32 of the Standalone financial Statements.

26. The change in the nature of business, if any:

There was no change in the nature of Business.

29. Highlights on performance of subsidiaries, associate and Joint Ventures and contribution to the overall performance of the Company during the period under review:

Your company has acquired 51% Shares in Senta Foodwork Private Limited, with effect from 24th March, 2022 and subsequently Senta Foodwork Private Limited has become the subsidiary of your company.

Highlights on performance of Senta Foodwork Private Limited have been given in Form AOC-1 as Annexure-I to this report.

Your company does not have any Joint Ventures or Associate Companies.

30. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future:

There are no material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

31. Particulars of Employees:

The information required under section 197 of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules 2014, are given below:

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

b. The percentage increase in remuneration of each Director, Chief Executuive Officer,

of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed there under. The Policy aims to provide protection to employees 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 formed the Internal Complaints Committee and the members have been emphasized on the roles and responsibilities.

No Complaints were received or disposed of during the year under the above act and no complaints were pending either at the beginning or at the end of the year.

Your company has complied with the provisions relating to the constitution of Internal Complaints Committee (ICC). ICC is responsible for redressing the complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at Corporate Office as well as at Factory Locations.

The Internal Complaints Committee as on 31 March 2024, comprised following three (3) members:

33. Disclosure Requirements:

As per Regulation 27(2) of SEBI (Listing obligations & Disclosure Requirement) Rules, 2015 which came into force on 01st December, 2015, the company is exempted to submit quarterly corporate governance reports in the BSE Listing Centre. Pursuant to section 177(9) of Companies Act, 2013 read with rule 7 of Companies (Meetings of Board

and its Powers) Rules, the Board has adopted the Whistle Blower Policy. This policy aims for conducting the affairs in a fair and transperant manner.

A Mechanism has been established which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

34. Auditors:

Pursuant to the provision of section 139 of the act and the rules framed thereunder, M/s. M. Anandam & Co., Chartered Accountants, Hyderabad (Firm Registration No. 000125S), were re-appointed as Statutory Auditors from the conclusion of 38th Annual General Meeting held on 15.09.2022 for a period of 5 years till the conclusion of 43rd AGM.

35. Reporting of Frauds by Auditors:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

36. Secretarial Auditors' Report:

In pursuance of Section 204 of the Companies Act, 2013 Read with Rules made there under, the Board has appointed M/s D. Hanumanta Raju & Co. Practicing Company Secretaries as Secretarial Auditor of the company to carry out the Secretarial Audit for the financial year 2023-24 and the report of the secretarial auditor is annexed as Annexure-II and the same forms part of this report.

37. Clarifications on Auditors Comments in Auditors Report:

There were no adverse remarks made by

statutory auditors in their report.

Further the following are the explanations to the observations made by the secretarial auditor in their report.

Observations:

As required under Regulation 31(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 hundred percent of the shareholding of promoters and promoters group is not in dematerialized form.

Reply: The Company is in the process of getting the shares of promoters and promoters group into dematerialized form.

38. Annual Return web link:

The web link to the Annual Return in form MGT-7 pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is https://www.anjanifoods.in/annual-reportsMnnualReturn2024.pdf

39. The details of Application made or any Proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year:

During the period under review, there was neither any application made nor any proceedings initiated or pending under the Insolvency and Bankruptcy Code, 2016.

40. The details of difference between amount of the Valuation done at the time of One Time Settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the

reasons thereof:

During the period under review, there was no "One Time Settlement" with any Bank.

41. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as under

A. Conservation of energy : NIL

B. Technology absorption : NIL

C. Foreign exchange earnings : NIL

D. Foreign exchange outgo : NIL

42. Maintenance of Cost Records:

Maintenance of cost records is not specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013 to our company.

43. Acknowledgement:

Your Directors wish to place on record their appreciation of the valuable co-operation extended to the Company by its bankers and various authorities of the State and Central Government.

Your Directors also thank the distributors, suppliers and other business associates of your company for their continued support.

Your Board also takes this opportunity to place on record its appreciation of the contributions made by the employees of the Company at all levels and last but not least, of the continued confidence reposed by the shareholders in the management.

For and on behalf of the Board of Directors R. Ravichandran K. Aditya Vissam

^plac^e : ^Hyd^era^bad Whole time Director Managing Director

^Date : ^Aug^{ust 13,} 202⁴ (DIN 00110930) (DIN 06791393)