Your Directors take pleasure in presenting the Seventeenth Annual Report on the business and operations of Tanvi Foods (India) Limited (“Company”) together with the audited financial statements along with the report of the Auditors for the financial year ended March 31,2024.

FINANCIAL SUMMARY:

The following are the financial highlights of the Company:

(Rs. in lakhs)

REVIEW OF PERFORMANCE & COMPANY'S STATE OF AFFAIRS:

AT STANDALONE LEVEL

Our revenue from operations on standalone basis increased from Rs. 8,052.33 Lakhs in the previous year to Rs. 8,129.89 Lakhs in the current year. Your Company has posted yet another good year of performance and managed to remain profitable. Out of the total revenue approx. 81% has been generated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs. 8089.75 Lakhs as compared to Rs. 8,000.88 lakhs in the preceding financial year.

Your Company earned a Net Profit of Rs. 37.87 Lakhs for the Financial Year ended 31^st March, 2024 as compared to Rs.42.47 lakhs in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended 31^st March, 2024.

AT CONSOLIDATED LEVEL

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited and Squarepeg Distribution Services Private Limited, both being its Wholly Owned Subsidiaries (WOSs). The consolidated financial performance, presented herewith, comprises the overall financial performance of the Company and that of the said WOSs mentioned above. Kindly refer consolidated financial statements, audit report and notes for complete details.

At consolidated level, revenue from operations stood at Rs. 8,215.08 lakhs and profit before tax stood at Rs. 53.36 lakhs. After providing for taxes, the PAT stood at Rs. 47.59 lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 - “Consolidated Financial Statements”, prescribed by the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Statements reflect

the results of the Company along with that of its Subsidiaries. The Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report.

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as mentioned below:

i) Squarepeq Distribution Services Private Limited (Amount in Rs in Lakhs)

ii) Polar Cube Cold Storage Solutions Private Limited (Amount in Rs in Lakhs)

FUTURE OUTLOOK

The Company has commenced operations on April 04, 2024 from its much awaited new state of art manufacturing plant at Seetharampuram, Krishna District, Andhra Pradesh which is around 20Kms from the Vijayawada International Airport.

This state of art unit has been constructed in line with international standards in order to maintain the highest standards of food quality and human safety. This is the largest unit in India which is manufacturing samosas, fresh and frozen agri products, snacks and other products using cutting-edge technology and equipments. The unit has also been installed with a unique blast freezing technology, one of its kind in India, which helps in improving the quality of the products without using any kind of preservatives and increases their shelf life.

The total value of the project is Rs. 45 Cr approx. which has been funded through internal accruals, capital infusion through equity shares and debt. This unit has allowed the Company to increase its SKUs in the market and has now enabled the Company to fully cater the ever rising demand of Company's Samosas (Veg, Corn. Irani etc.,), fresh and frozen agri products (Corn, Green Peas etc.,), snacks (spring rolls and other types of rolls) and all other products (Dal, curries etc.,), both in India and in the overseas market.

The following are some of the highlights:

The Company has obtained central FSSAI License for the said unit. Further, the Company has also obtained USFDA Certification. The unit is designed in line with of BRC (British Retail Consortium) norms which are the strictest and best standards with 302 clauses which includes food safety plans, FSMS (Food safety management systems), product controls, process controls, personal Hygiene & safety for food and human safety would give us scope to export our products easily.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR

No material changes and no material commitments have occurred after the close of the financial year ended 31^st March, 2024 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the financial year ended 31^st March, 2024.

DIVIDEND

Your Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2024.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the period under review, the following changes took place in the authorized and paid up share capital of the Company:

1. The authorized share capital of the Company was increased from Rs. 6,50,00,000/- consisting of 65,00,000 equity shares of Rs. 10/- each to Rs. 12,50,00,000/- consisting of 1,25,00,000 equity shares of Rs. 10/- each vide approval of the shareholders in their extra ordinary general meeting held on 14.06.2023.

2. The paid capital of the Company was increased to Rs. 11,48,47,750/- divided into 1,14,84,775 equity shares of Rs. 10/- by means of:

a) Preferential Allotment of 36,44,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share to Public category shareholders vide approval of the Board in their meeting held on 28.06.2023 and in accordance with shareholders' approval dated 14.06.2023;

b) Preferential Allotment of 14,00,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share to one of the Promoters upon conversion of their unsecured loans vide approval of the Board in their meeting held on 28.06.2023 and in accordance with shareholders' approval dated 14.06.2023;

c) Preferential Allotment of 10,74,000 equity shares of Rs 10/- upon conversion of equivalent number of equity share warrants allotted at an issue price of Rs. 48/- upon receipt of conversion notices and the balance 75% of the consideration (i.e., balance of Rs. 36/- of the total issue price of Rs. 48/-) from equity warrant holders holding 10,74,000 equity share warrants. The said allotment was approved by the Board in their meeting held on 29.01.2024 and in accordance with shareholders' approval dated 14.06.2023.

Further, the Board of the Company in its meeting held on 28.06.2023 allotted 13,74,000 equity share warrants of Rs. 10/- each at a premium of Rs. 38/- upon receipt of 25% of the total consideration in accordance with shareholders' approval dated 14.06.2023. As on 31.03.2024, only 3,00,000 equity share warrants were outstanding pursuant to conversion of warrants as detailed in Point c) above. The Company has made the above allotments in compliance with the applicable provisions of the Companies Act, SEBI Regulations & other applicable provisions and has obtained all the necessary approvals from BSE and the Depositories.

Subsequent to the end of financial year, the Board of the Company in its meeting held on 08.08.2024 made preferential allotment of 3,00,000 equity shares of Rs 10/- upon conversion of equivalent number of equity share warrants allotted at an issue price of Rs. 48/-upon receipt of conversion notice and the balance 75% of the consideration (i.e., balance of Rs. 36/- of the total issue price of Rs. 48/-) from equity warrant holder holding 3,00,000 equity share warrants. The Company has made the listing application to BSE ltd. and the same is under process.

As on the date of this report, there are no outstanding equity share warrants in the Company.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

During the period under review, the Company had raised a total of Rs. 23,00,64,000/- by means of preferential issue of equity shares (details of which are mentioned above) towards completing the state of art facility/plant near Vijayawada, to meet working capital requirement, repayment of unsecured loans and for other General Corporate Purposes which has been disclosed in the explanatory statement of the EGM Notice for meeting on 14.06.2023. As at 31.03.2024, the Company had utilized Rs.22,79,88,355/- out of the total proceeds. The Board hereby confirms that the said funds raised have been utilized only for the purposes for which it was raised and as mentioned in the explanatory statement of the EGM Notice for meeting held on 14.06.2023.

TANVI FOODS EMPLOYEE STOCK PURCHASE SCHEME - 2023

The Board of Directors in their meeting held on December 06, 2023 subject to Shareholders and Regulatory approvals, approved the following:

1. Issuance and allotment of upto 5,00,000 Equity Shares of face value of Rs.10/- each in one or more tranches to eligible employees of the Company under the scheme,

2. Issuance and allotment of equity shares under the scheme to the eligible employees of group company(ies) including subsidiary company(ies) and/or associate company(ies),

3. Issuing equity shares to identified/eligible employees under the scheme equalling to or more than 1 % of the issued capital of the Company.

The objects of the issue, apart from raising of long-term resources was :

1. To recognize and reward the contributions made by the employees of the Company and to align the interests of the employees with the long-term interests of the Company; and

2. To enhance the sense of belongingness and ownership among the employees.

The said scheme was approved by the shareholders by way of a special resolution in the 16^th AGM held on 30.12.2023. The Company has also received In-principle approval dated 08.02.2024 from BSE Ltd. for the said scheme. The Company has not issued/allotted any equity shares under the said scheme during the year under review and as on the date of this report.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

Your company has two wholly owned subsidiaries in India.

• Polar Cube Cold Storage Solutions Private Limited - involved in the business of cold storage, warehousing, refrigerated store keepers etc.

• Squarepeg Distribution Services Private Limited - provides cargo services.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Subsidiaries/Associates in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This statement also provides the details of performance, financial position of each of the subsidiaries/associates and their contribution to the overall performance of the company during the period under report.

Further, your Company undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to its shareholders and to the shareholders of its Subsidiary Companies seeking such information at any point of time. Further, the Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by any shareholder at its registered office and that of the concerned Subsidiary Companies during the office hours.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each subsidiary, are available on our website www.tanvifoods.com

The company has no joint ventures or associate companies till date.

TRANSACTIONS WITH RELATED PARTIES

During the financial year under review, transactions conducted by the Company with its Related Parties were at an arm's length basis and in the ordinary course of business. These were entered considering the business requirements, administrative convenience and in the best interest of the Companies. There are no material related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party, which may have a potential conflict with the interest of the Company at large.

As a matter of Company's Policy, all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

The details of related party transactions including that with the Promoters which were entered into during the previous year's/ current year are provided in the Note No. 30 forming part of the notes to financial statements.

There were no transactions with the subsidiary companies w.r.t investments, loans and advances during the year. The Company has entered into certain transactions with persons belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity. Details of the same along with details of all the related party transactions are disclosed in Note 30 of the Financial statements.

POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is --http://www.tanvifoods.com/investorrelation.html.

DIRECTORS AND KEY MANAGERIAL PERSONS

During the period under review, following changes took place in the offices of Directors/ KMPs:

Except as stated above, there were no other changes in the composition of Board of Directors of the Company during the year under review. There were no changes in the KMPs of the Company during the year under review.

Subsequent to the end of financial year, Mr. Gangachari Ryali, Chief Financial Officer vide his letter dated 23.07.2024 has tendered his resignation from the position of Chief Financial Officer (CFO) of the Company with effect from the closing hours of 23.07.2024 owing to his personal reasons. The Company shall appoint a new CFO within the prescribed timelines under the Companies Act and SEBI (LODR) Regulations as applicable.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received respective declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) & the other applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and the proficiency justifying their office. Ms. Vijaya Lakshmi Marella, (DIN 09815723) and Mr. Sai Sumith Balusu (DIN 09815659) are in the process of writing the online proficiency test and that they shall complete the same within the prescribed timeline under the provisions of the Companies Act, 2013.

Independent Directors of your company has duly met during the year to discuss the Performance of the Non-Independent Directors. All independent directors were present during the meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

ii. The Directors 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 profits of the company for the period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. 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.

MEETINGS OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

During the year under review 9 (Nine) board meetings were held 18.04.2023, 12.05.2023, 30.05.2023, 28.06.2023, 10.09.2023,

14.11.2023, 06.12.2023, 29.01.2024 and 25.03.2024 respectively.

During the year under review, the Audit Committee met 5 (Five) times on 12.05.2023, 30.05.2023, 14.11.2023, 06.12.2023 and

29.01.2024, the Nomination Remuneration committee met 3 (three) times on 30.05.2023, 14.11.2023 and 06.12.2023, the stakeholders committee met 2 (two) times on 30.05.2023 and 14.11.2023. The Board and the Committee meetings were held in compliance with the applicable provisions of the Companies Act and SEBI Regulations. 1 (One) extra ordinary general meeting of members was held on 14.06.2023.

Further, the Company had applied to RoC, Hyderabad for an extension of 3 months in conducting the 16th Annual General Meeting (“AGM”) of the Company. The same was approved by RoC, Hyderabad on 06.09.2023 and accordingly, 16th AGM of the Company was held on 30.12.2023.

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

The details of the constituted committees, as on date are as detailed hereunder:

Audit Committee

Composition, names of members and Chairperson

The Board has accepted all the recommendations of the Audit Committee. The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as applicable

Nomination and Remuneration Committee

Composition, names of members and Chairperson

Stakeholders Relationship Committee Composition, names of members and Chairperson

All the Committee are formed and function in accordance with the applicable provisions of the Companies Act and SEBI (LODR) regulations.

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.

During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and peer evaluation of directors. The exercise was led by the chairman of Nomination and Remuneration Committee Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc., as on outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well engaged with different perspectives.

Besides, your Company also surveys on the best practices prevalent in the Industry with respect to evaluation of the performance of the Board and its members. Your Company also avails services of professionals seeking their suggestions on the said matter. Based on the inputs received from the aforesaid sources and in accordance with the Policy of the Company, evaluation process is undertaken at appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board.

The Independent Directors reviewed the performance of Non-Independent Directors, the Board and the Chairperson of the Company. Further, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. Standard parameters such as attendance, acquaintance with business, communication inter se Board members, effective participation in Board deliberations, compliance with code of conduct, general thought process and inputs etc., are adopted in the process of evaluation.

POLICY ON DIRECTORS' APPOINTMENT, REMUNERATION, ETC.

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is disclosed on the website of the Company at -http://www.tanvifoods.com/investorrelation.html.

The following are the salient features of the said policy:

• the Nomination and Remuneration (NR) Committee and the Board shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members.

• evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

• Criteria of Independence

• evaluate each individual with the objective of having a

• group that best enables the success of the Company's business.

The complete policy is uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. Your Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2 relating to 'Meeting of the Board of Directors' and 'General Meetings' respectively, have been duly followed by the Company.

STATUTORY AUDITORS

M/s. Sagar And Associates, Chartered Accountants (FRN: 003510S) were appointed as the Statutory Auditors of the Company at the 15^th Annual General Meeting of the Company held on 31^st December, 2022 for a period of 5 years from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM as the statutory auditors. Accordingly, the said auditors of the Company have carried out the statutory audit for FY 2023-24.

There were no frauds reported by the statutory auditors of the Company.

There were no qualifications, observations or remarks in their reports.

Further the Notes on Financial Statements (standalone and consolidated) and the Auditor comments in the Auditors Report are selfexplanatory and do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee has appointed S M G & Associates LLP, Chartered Accountants, Hyderabad (FRN : 012605S), as the Internal Auditor of your Company for the Financial Year 2023-24. There were no observations, qualifications or remarks in his report.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your company have obtained a Secretarial Audit Report from Mr. Zoheb S Sayani, Proprietor of Sayani & Associates, Practicing Company Secretary, Hyderabad. The copy of said Report is attached herewith and marked as Annexure -II. There were no qualifications, observations or remarks in the said report. The comments of the secretarial auditors are self-explanatory and further does not require any further comments.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, The Company has not extended any loan, given guarantee or provided security to any person falling within the purview of Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of the Companies Act, 2013. Details of all loans and investments are disclosed at various places in the financial statements of the Company.

FIXED DEPOSIT

Your Company has neither accepted nor repaid any deposits during the financial year ended on 31^st March, 2024. Further, there were no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31^st March, 2024 and / or outstanding as on the said date are as hereunder:

The same has also been disclosed at Note 6, 8 and 30 of the financial statements.

Further, the said Director has provided a declaration in writing that the amounts lent by him are own funds and not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF EMPLOYEE

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure -III.

Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, company do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31^stMarch, 2024 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure -III.

RISK MANAGEMENT POLICY

A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy, the Board (a) oversees and approves the Company's enterprise wide risk management framework and (b) oversees that all the risks that the organization may face such as material procurement, sale and distribution, financial, liquidity, security, legal, regulatory, reputational and other risks have been identified and assessed and ensures that there is an adequate risk management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Since the Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure -IV and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-V attached to this Report.

CORPORATE GOVERNANCE

The Company's policy on Corporate Governance is simple and forward looking. Tanvi Foods aims at maximizing the stakeholder's value legally, ethically and sustainably. It always seeks to ensure that the performance is driven by integrity. The board exercises its fiduciary responsibilities in the widest sense of the term. Company also endeavors to enhance long-term shareholder value and respect minority rights in all our business decisions.

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it.

ANNUALRETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company, www.tanvifoods.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct in terms of Section 177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this mechanism.

Ms. Jonnada Vaghira Kumari, Independent Director of the Company supervises the Vigil Mechanism Policy; all the employees have direct access to report their concerns and complaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is uploaded on the website of the Company at https://tanvifoods.com/

LISTING & TRADING

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2023-24 has been duly paid.

DEMATERIALIZATION OF SHARES

Total paid up share capital of your Company is in dematerialized form as on 31^stMarch, 2024.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2023-24.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your company strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''POSH Act”) and the Rules made thereunder. The policy aims to provide protection to Employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where Employees feel secure.

Further, Company has in place a Committee under the name and style “Internal Complaints Committee” in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. This Committee was constituted to specifically provide a safe, secure and enabling environment, free from sexual harassment to every woman.

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act.

GENERAL

The Company has complied with all the provisions of the secretarial standards as applicable to the Company. There were no instances of one time settlement for loan taken from Banks or financial institutions. There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

The other disclosures to be disclosed pursuant to Section 134 and other applicable provisions , if any of the Act and rules framed thereunder and as under SEBI Regulations which have specifically not been disclosed may not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their profound gratitude for the assistance, support and co-operation received from the Banks, Government authorities, Business Partners, Customers and other Stakeholders for the confidence reposed in the Company.

Further, your directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and commitment of the Executives, Staff and Workers of the Company at all levels.

For and on behalf of the Board of Tanvi Foods (India) Limited

Sd/- Sd/-

Sri Nagaveer Adusumilli A Vasavi

Chairman & Managing Director Whole Time Director

DIN:02096695 DIN: 02589803

Place: Hyderabad Date: 06.09.2024