Your Directors are pleasured to present the 3^rd Annual Report of the Company together with Audited Accounts for the year ended 31^st March, 2024

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2024 as compared to the previous financial year are given in the Financial Statement of the Company.

(C in lakh except EPS)

2. Consolidated Financial Statements

The consolidated financial statements of your Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013 (''the Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its Subsidiary, as approved by its respective Board of Directors.

3. Name of companies which have become or ceased to be the company's subsidiaries, joint ventures or Associates companies during the year under review.

Following are the subsidiary Company of Annapurna Swadisht Limited during the financial year under review.

1. Darsh Advisory Private Limited

2. Annapurna Snacks Private Limited

3. UNOAP Foods Factory Pvt. Ltd

4. UNOEUREKA Foods Factory Pvt. Ltd

Further, Statement containing salient features of the financial statement of associate companies is appended to the Directors' Report in Annexure-I in Form No. AOC-I.

The Company does not have any Associates or Joint Venture Companies.

4. The amount proposed to be carried to reserves

We do not propose to transfer any amount to general reserve.

5. Dividend

The Company is in the growth phase and expanding organically as well as inorganically. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31,2024.

6. State of Company Affairs & Future Outlook

Your Directors are pleased to share the incomparable operational and financial performance achieved by the Company even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and other geopolitical factors and its consequent effect on economies of worldwide.

As Company is in the growth phase, we are putting our best efforts to expand organically as well as inorganically and extend out geographical reach.

It is expected that the Company will achieve sound operation and financial performance in FY 2024-25. We aspire to be the best and to protect the interest of our customers, society and all the stakeholders.

7. Share Capital Authorized Share Capital:

The Authorised Share Capital of the Company is C27,00,00,000/- (Rupees Twenty Seven Crores Only) divided into 2,70,00,000 (Rupees Two Crore and Seventy Lakh only) equity shares of C10/- (Rupees Ten) each as on March 31, 2024.

Increase in Authorised Share capital:

During the year under review, Company with approval of Shareholders vide postal ballot dated April 10, 2023 has increased the Authorised Share Capital from existing C18,00,00,000 (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty Lakh Only) Equity Shares of face value of C10/- each to 27,00,00,000 (Rupees Twenty Seven Crore Only) divided into 2,70,00,000 (Two Crore Seventy Lakh Only) Equity Shares of C10/.

Issued and Paid Up Share Capital:

The Company has paid-up share capital of C17,59,00,000 (Rupees Seventeen Crore Fifty Nine

lakh Only) divided into 1,75,90,000 (One Crore Seventy Five lakh Ninety Thousand Only) equity shares of C10/-(Rupees Ten Only) each, as on March 31, 2024.

Increase in Issued and Paid up Share Capital

1. During the year under review the Board of Directors of the Company dated September 22, 2023 has allotted 9,68,000 (Nine Lakhs Sixty-Eight Thousand) Equity Share of face value of C10 (Rupees Ten only) each at an issue price of C295.00 (Rupees Two Hundred and Ninety-Five Only) per equity share including a premium of C285.00 (Rupees Two Hundred and Eighty-Five Only) aggregating to C28,55,60,000/- (Rupees Twenty-Eight Crores Fifty-Five Lakhs Sixty Thousands Only).

2. During the year under review the Board of Directors of the Company vide Resolution dated February 8, 2024, further to the Special Resolution dated September 05,2023 and Board Resolution dated September 22,2023, allotted 2,00,000 (Tow Lakh) equity Share of face value of C10 (Rupees Ten only) each at an issue price of C295.00 (Rupees Two Hundred and Ninety-Five Only) per equity share including a premium of C285.00 (Rupees Two Hundred and Eighty-Five Only) upon exercise of conversion option attached to the 2,00,000 Warrants upon receipt of Warrant Exercise Price aggregating to C4,42,50,000/-(Rupees Four Crores Forty-Two Lakhs and Fifty Thousand only), being 75% of the issue price per warrant on preferential basis, in accordance with the Act, SEBI ICDR Regulations and other applicable laws.

Allotment of Warrants convertible into Equity shares on preferential basis.

During the year under review the Board of Directors of the Company dated September 22, 2023 allotted 12,50,000 (Twelve Lakhs Fifty Thousands) Warrants each convertible into or exchangeable for 1 (One) fully paid-up equity share of the Company of face value of C10 (Rupees Ten only) ("Warrants"), at a price of C295.00 (Rupees Two Hundred and Ninety-Five Only) each (including the warrant subscription price and the warrant exercise price) for cash ("Warrant Issue Price") aggregating upto C36.875 Crores (Rupees Thirty-Six Crores Eighty-Seven Lakhs and Fifty Thousand only) ("Total Issue Size").

. Listing.

The equity shares continue to be listed on the NSE which has nation-wide terminals and therefore, shareholders/investors are not facing any difficulty in

trading in the shares of the Company from any part of the country. The Company has paid the annual listing fee for the financial year 2023-2024 to NSE.

9. 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 the report.

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

10. Number of Meetings of the Board

The Board of Directors of the Company regularly meets to discuss various business policies, strategies, important operational & financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on various.

During the year under review, the Board of Directors of the Company duly met 7 (Seven) times respectively on

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

11. Meeting of the independent directors

During FY 2023-24, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 25, 2024. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

12. Directors & Key Managerial Personal

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sumit Sengupta (DIN: 09184493), Wholetime Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Mr. Sumit Sengupta (DIN: 09184493), will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

As on 31^st March, 2024, the composition of the Board is as under:

13. Statement of Declaration of Independence by the Independent Directors under Section 149(7) of the Act.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

14. Committees of the Board

a. Audit Committee

As on 31^st March, 2024, the composition of the Audit Committee is as under:

The Company Secretary is the Secretary to the Committee.

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. During the Financial Year under review, the Committee met 4 (Times) times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

b. Nomination and Remuneration Committee.

As on 31^st March, 2024, the composition of the Nomination and Remuneration Committee is as under:

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Committee met 2 (Two) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

c. Stakeholders Relationship Committee.

As on 31^st March, 2024, the composition of the Stakeholders Relationship Committee is as under:

The Company Secretary is the Secretary to the Committee.

During the Financial Year under review, the Committee met on 2 (Two) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

d. Corporate Social Responsibility Committee

The Companies (Amendment) Act has also inserted a new Sub-section 9 in Section 135 of the Companies Act, which provides that where the amount to be spent by a company on CSR activities is less than C50 Lakh, the requirement with respect to constitution of a CSR committee will not apply and the functions of the CSR committee in such cases will be discharged by the company's board of directors. Hence the Company constituted the Corporate Social Responsibility Committee on voluntary basis and the composition of CSR Committee as on 31^st March 2024 are as follows.

15. Policy on Directors' appointment and remuneration

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to

the Directors appointment, payment of remuneration and discharge of their duties. The said policy is available on the website of the Company at https:// www.annapurnasnacks.in/investors/policy-list.

Further, in terms of section 135 of the Companies Act and relevant Rules made thereunder, the Company has spent C10,72,170 (Rupees Ten Lakh Seventy-Two Thousand One Hundred Seventy only) towards the promoting education & training paid to Tanuz Vocational Training society.

16. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

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.

A separate meeting of the Independent Directors of the Company was held on 25^th March, 2024, pursuant to Clause VII of Schedule IV to the Act, To

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and non-executive directors.

The Independent Directors expressed satisfaction over the performance of all the non-independent Directors and the Chairman.

d. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

17. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013 (hereinafter referred to as the "Act"), the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on 31^st March, 2024 and of the Profit of the company for the year under review.

c. The Directors 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. The Directors have prepared the annual accounts on a going concern basis.

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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. Management Discussion and Analysis:

The Management Discussion and Analysis Report of financial performance and results of operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this report. It inter-alia gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business, risks and concerns and material developments during the financial year under review.

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-II.

19. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm Registration No. 330054E), were appointed as Statutory Auditors of the Company from the conclusion of 2^nd Annual General Meeting (AGM) of the Company till the conclusion of 7^th AGM.

The Statutory Auditors M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm Registration No. 327630E), have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

20. Independent Auditors' Report

The Statutory Auditors' Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

21. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, your Company had appointed M/s. M Shahnawaz & Associates, Company Secretaries ("Secretarial Auditors") (Membership No. 21427 CP No. 15076) to conduct the Secretarial Audit of your Company for the financial year 2023-24.

The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith as Annexure-III and forms an integral part of this Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

22. INTERNAL AUDITORS

The Board of Directors of your Company had appointed M/s Vishal K Gupta & Co Chartered Accountants (FRN: 327842E), as the Internal Auditors of the Company pursuant to the provisions of section 138 of the Act for financial year 2022-2023 and the reports on periodical basis submitted by the auditor were placed before the audit committee and Board of Directors.

23. Extract Of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31,2024 will be available on the Company's website at https://www.annapurnasnacks. in/investors/annual-reports.

24. Particulars of Loans, guarantees or investments under section 186

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2023-24.

25. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on Arm's Length basis. In terms of Section 134(3) (h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with Related Parties are provided in Form AOC-2 annexed herewith as Annexure- IV to this Report.

26. Corporate Governance

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your company has incorporated the appropriate standards for corporate

governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

However, the Company is not obligated to comply with provisions of Corporate Governance as per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

27. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as 'Annexure - V and the same forms part of this report.

28. Risk Management Policy

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

29. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Year under review.

30. Disclosure under insolvency and bankruptcy code, 2016 (31 of 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

31. Policy on Corporate Social Responsibility (CSR) Initiatives

The prime objective of our Corporate Social Responsibility policy is to develop the required capability and self-reliance of beneficiaries at the grass roots, especially of children and women, in the belief that these are pre-requisites for social and economic development.

The Board of Directors of your Company has formulated and adopted a policy on Corporate Social Responsibility which on the Company's website at www.annapurnasnacks.in.

32. Whistle Blower Policy/ Vigil Mechanism

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of

the Listing Regulations the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company's directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company's website at http://www.annapurnasnacks.in. No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2023-24.

There were no instances of reporting under the Whistle Blower.

33. Non-Applicability of the Indian Accounting Standards

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

34. Maintenance of Cost Record

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto 31^st March, 2024 and accordingly such accounts and records were not required to be maintained.

35. Prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence

to the said Regulations. The Code is displayed on the Company's website at www.annapurnasnacks.in

36. Significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

37. Details of reporting of fraud by Auditor

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

38. Internal Financial Control.

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;

b) All the Banking transactions are under the authority as empowered by Board.

c) Maker-checker system is in place.

d) Any deviations from the previously approved matter require fresh prior approval.

M/s. Vishal K Gupta & Co. (FRN: 327842E) Chartered Accountants, had carried out Internal Audit of the Company for the FY2023-24.

39. Deposits

During the year under review the Company has neither invited nor accepted any Public Deposit within the

meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

40. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

41. Statement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-VI forming part of this report.

42. Details of fraud reported by the Auditors

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

43. Details of difference between amount of the valuation

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

44. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company is committed to the protection of women against sexual harassment. The rights to work with dignity are universally recognised human rights.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment

of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, no complaints in the nature of sexual harassment were reported at workplace of the Company.

During the Financial Year under review, the Company has carried out one number of workshops or awareness programme against sexual harassment.

45. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to

employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

46. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.