Directors Report of Annapurna Swadisht Ltd.

Mar 31, 2025

Your Director''s are pleased to present the 4^th Annual Report of the Company together with the Audited Accounts for the
year ended 31^st March, 2025.

1. KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS: -

Financial Highlights: -

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2025 as compared
to the previous financial year are given in the Financial Statement of the Company.

D in Lakh except EPS

Particulars	Standalone		Consolidated
	For the year ended 31st March, 2025	For the year ended 31st March, 2024	For the year ended 31st March, 2025	For the year ended 31st March, 2024
Revenue from Operations	37,409.98	26,497.28	40,797.06	26,497.28
Other Income	70.71	35.93	74.30	76.97
Total Income	37,480.69	26,533.21	40,871.36	26574.26
Total Expenditure	35,081.98	24,632.03	38160.96	24782.97
Extraordinary Items	140.03	-	183.47	-
Profit / Loss Before tax	2,398.72	1,901.18	2893.88	1791.28
Less: Provision for Current Tax	581.57	442.71	669.28	442.71
Less: Provision for Earlier Tax	37.83	4.41	37.83	3.62
Less: Provision for Deferred Tax	40.51	32.29	35.47	31.71
Net Profit / (Loss) after Tax	1,878.85	1,421.78	2151.30	1313.23
Basic Earnings per share (in C)	9.46	8.08	10.84	7.47
Carried to Balance Sheet	1,878.85	1,421.78	2151.30	1313.23

Consolidated Financial Statements

The consolidated financial statements of your Company for the financial year 2024-25 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 and Associate, as approved by its respective Board of Directors.

Acquisitions: -

In FY 2024-25, Annapurna Swadisht Limited acquired Madhur Confectioners Private Limited and currently holds 74%
Shares in the Company. The proposed acquisition involved purchase of 100% Equity Shares of the Company from the
Sellers in Tranches. For the purchase consideration as determines assuming that value of the enterprise is C181 Crores
including Business Assets. Madhur Confectioners Private Limited is an Indian confectionery, a family-owned business
started in 1996 by their Director, Mr. Mahendra Gulwani along with his younger brother, Mr. Pradeep Gulwani with
just a small candy manufacturing plant with a capacity of 5 MT per month. Which has now been expanded to a large
manufacturing industry with more than 1000 MT capacity per month.

The Company''s reputation, excellent quality products,
and value for customer satisfaction have convinced
us to acquire the Company and partnered all the like-
minded people around the globe for transforming
this Indian business into an international brand.
Today, they are selling their products in more than 20
countries like UAE, EUROPE, the UK, SAUDI ARABIA,
AFRICA, and many others.

Projects and Expansion plan: -

Projects are key driving factor of our Company as our
aspiration for growth are very different from any of
the peers.

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

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

It is expected that the Company will achieve sound
operation and financial performance in FY 2025-26.
We aspire to be the best and to protect the interest of
our customers, society and all the stakeholders.

Dividend Distribution Policy and Dividend: -

In terms of the provisions of Regulation 43A of the
Listing Regulations, the Company has adopted
Dividend Distribution Policy to determine the
distribution of Dividends in accordance with applicable
provisions. The policy can be accessed on the website
of the Company at https://www.annapurnasnacks.in/

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 31,2025.

Credit Rating: -

Your Company is rated by rating agency on its various
debt instruments.

HUMAN RESOURCE MANAGEMENT
PEOPLE AND CULTURE

Our Company has always aspired to build a culture
that demonstrates world-class standards in safety,

environment and sustainability. People are our most
valuable asset, and we are committed to provide all
our employees, a safe and healthy work environment.
Our culture exemplifies our core values and nurtures
innovation, creativity and diversity. We ensure
alignment of business goals and individual goals
to enable our employees to grow on personal as
well as professional front. It is through the passion
and continued dedication of our people that our
Company continues to succeed, and we have always
unequivocally and firmly believed in rewarding our
people for their consistent efforts through our best-in¬
class and globally benchmarked people practices and
reward programs.

Investing in people remains a priority area for
Annapurna. The Company fosters a best-in-class
work environment, providing ample learning and
development opportunities. They attract young
talent while nurturing expertise of their experienced
workforce, creating a dynamic and agile team.

Annapurna''s diverse workforce is a valuable asset,
and it consistently delivers on its strategies despite
a challenging and ever-evolving business landscape.
The Company''s people centric policy promotes a
harmonious work culture, maximising individual
potential and increasing employee satisfaction and
retention.

MANAGERIAL REMUNERATION, EMPLOYEE
INFORMATION AND RELATED DISCLOSURES

The remuneration paid to Directors, Key Managerial
Personnel, and Senior Management Personnel during
FY 2024-25 was in accordance with the Nomination
and Remuneration Policy of the Company. Disclosures
under Section 197 of the Act and Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Rules") relating
to the remuneration and other details as required
are appended as ''Annexure III'' to the Report. The
said information is available for inspection through
electronic mode. Any member interested in obtaining
a copy of the said statement may write to the Company
Secretary and the same shall be furnished upon such
request.

2. 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.

1. Corporate Social Responsibility

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.

2. Strategy to Enhance Long Term Value: -

• Committed to ESG Leadership

• Augment reserves and resources base

• Operational excellence and cost leadership

• Optimize capital allocation and maintain
strong balance sheet

• Delivering growth opportunities

3. Board and its Committees: -

a. Audit Committee

The Audit Committee of the Company is
constituted in line with the provisions of Section
177 of the Companies Act, 2013 and Regulation
18 of Listing Regulations, 2015. The Committee
comprises Independent Directors and financially
literate members, including one member with
accounting or related financial management
expertise, as required under Regulation 18(1)(c)
of Listing Regulations.

The Committee comprises a majority of
Independent Directors, all of whom are
financially literate and possess the required
expertise in finance, accounting, and corporate
governance. The Chairman of the Committee is
an Independent Director.

As on 31^st March, 2025, the composition of the
Audit Committee is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non¬ Executive Independent Director
Harish Ramanna Navarathna	Member	Non¬ Executive Independent Director
Shreeram Bagla	Member	Managing Director

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.

The Nomination and Remuneration Committee
("NRC") of the Company has been constituted in
compliance with the provisions of Section 178 of
the Companies Act, 2013 and Regulation 19 of
the Listing Regulations.

As on 31^st March, 2025, the composition of the
Nomination and Remuneration Committee is
as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non¬ Executive Independent Director
Harish Ramanna Navarathna	Member	Non¬ Executive Independent Director
Rachna Yadav	Member	Non¬ Executive Independent Director

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.

The Stakeholders Relationship Committee (SRC)
of the Company is constituted in compliance
with the provisions of Section 178 of the
Companies Act, 2013 and Regulation 20 of the
Listing Regulations.

As on 31^st March, 2025, the composition of
the Stakeholders Relationship Committee is
as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Harish	Chairperson	Non-
Ramanna		Executive
Navarathna		Independent Director
Shreeram	Member	Managing
Bagla		Director
Manoj	Member	Whole-time
Sharma		Director

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

Annapurna Swadisht Limited has committed
itself towards reaching out and giving back
to its communities. Creating an ecosystem of
development through planned interventions,
Annapurna is ensuring that its vision for the
development of the nation reaches the farthest
geographies. With a consistent focus on bringing
a transformational change in its communities.

The Companies (Amendment) Act has also
inserted a new Sub-section 9 in Section 135 of
the Companies Act, 2013 which provides that
where the amount to be spent by a Company
on CSR activities is less than C50 Lakhs, the
requirement with respect to constitution of a
CSR committee shall 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, 2025 are as follows.

Name of the Director	Designation in the Committee	Nature of Directorship
Shreeram	Chairperson	Managing
Bagla		Director
Ritesh Shaw	Member	Director
Manoj Sharma	Member	Director

4. 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 18^th March, 2025,
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.

5. 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, 2025
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. The Directors have prepared
the annual accounts on a going concern basis.

d. 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.

e. 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.

6. 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.

7. 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.

8. 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.

9. Secretarial Auditor.

M/s. M Shahnawaz & Associates (Membership
No. 21427, C.P. No: 15076) - Practicing
Company Secretary having Firm Regn. No.:
S2015WB331500, Membership No. 21427, C.P.
No: 15076 and Office at Chitrakoot Building,
4^th Floor, Room No. 45, 230A, A.J.C. Bose Road,
Kolkata 700 020, has been appointed for the
issuance of the Secretarial Audit Report for the
financial year ended 31^st March, 2025.

Considering that M/s M Shahnawaz & Associates
has several years of experience in Corporate Law
Compliances, mainly SEBI Regulations, FEMA,
Companies Act and NBFC since several years,
your Board proposes its appointment for a term
of five years for conducting Secretarial Audit of
the Company and the issuance of the Secretarial
Audit Report thereof- subject to the approval
of the shareholders at the ensuing 4^th Annual
General Meeting (AGM).

10. 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.

11. Secretarial Audit Report

The Secretarial Audit Report for the Financial Year
ended March 31, 2025 in Form MR-3 is annexed
herewith as Annexure-VII and forms an integral
part of this Annual Report. The Secretarial Audit
Report does not contain any qualification,
reservation or adverse remark.

12. INTERNAL AUDITORS

M/s. Vishal K Gupta & Co. Chartered Accountants
(FRN: 327842E), is the Internal Auditors of the
Company.

13. 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,
2025 will be available on the Company''s website
at https://www.annapurnasnacks.in/investors/
annual-reports.

3. PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE ("POSH")

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at
Workplace in line with the provisions of the Sexual
Harassment at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules made thereunder
for prevention and redressal of complaints of sexual
harassment at workplace.

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.

Our Company is an equal opportunity employer and
believes in providing opportunity and key positions to
women professionals. The Company has endeavoured
to encourage women professionals by creating
proper policies to tackle issues relating to safe and
proper working conditions and create and maintain
a healthy and conducive work environment that is
free from discrimination. This includes discrimination
on any basis, including gender, as well as any form
of sexual harassment. Our Company has constituted
Internal Complaints Committee ("ICC") for various
business divisions and offices, as per the requirements
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

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

In terms of section 22 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition, and

Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended vide MCA notification
dated 30/05/2025 and other ) a summary thereof is as under:

Particulars	No of complaints
Number of complaints/cases pending at the beginning of the year.	Nil
Number of complaints/cases of sexual harassment received/filed during the year	Nil
Number of complaints/cases disposed off during the year.	N.A.
Number of complaints pending for more than ninety days	N.A.
Number of cases pending at end of the year.	N.A.

4. STATUTORY DISCLOSURES: -

1. Share Capital: -

Authorized Share Capital:

The Authorised Share Capital of the Company is C

27.00. 00.000/- (Rupees Twenty-Seven Crores Only)
divided into 2,70,00,000 (Rupees Two Crores and
Seventy Lakhs) Equity Shares of C10/- (Rupees Ten
only) each as on March 31,2025.

Issued and Paid Up Share Capital:

The Company has paid-up Share Capital of C

21.82.00. 000/- (Rupees Twenty-One Crores Eighty-
Two Lakhs Only) divided into 2,18,20,000 (Two Crores
Eighteen Lakhs Twenty Thousand Only) Equity Shares
of C10/- (Rupees Ten Only) each, as on March 31,2025.

Increase in Issued and Paid up Share Capital

1. During the year under review the Board of Directors
of the Company vide Resolution dated June 21,
2024 further to the Special Resolution dated
September 05, 2023, and Board Resolution dated
September 22, 2024, allotted 6,00,000 (Six Lakhs)
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 6,00,000
Warrants upon receipt of Warrant Exercise Price
aggregating to C 13,27,50,000/- (Rupees Thirteen
Crores Twenty-Seven 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.

2. During the year under review the Board of Directors
of the Company vide Resolution dated September
02, 2024, further to the Special Resolution dated
August 26, 2024, allotted 36,30,000 (Thirty-Six
Lakhs Thirty Thousand) Equity Shares of face value
C10/- (Rupees Ten Only) each of the Company
(the "Equity Shares") to the successful 36 number

of QIBs, at a price of C413.21/- per Equity Share
(including securities premium of C403.21/- per
Equity Share), [and reflects a discount of C21.75/-
(i.e. 5.00%) on the Floor Price of C434.96/-] against
receipt of full payment of application monies in
Annapurna Swadisht Limited - QIP Escrow Account
in accordance with the Act, SEBI ICDR Regulations
and other applicable laws.

2. Listing.

The Equity Shares continue to be listed on the NSE
which has nationwide 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 2024-2025 to NSE.

3. 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.

4. Number of Meetings of the Board

The Board of Directors of the Company regularly meets
to discuss various business, 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 8 (Eight) times respectively on

Sl.	Nature of Meeting	Date of Board
No		meeting
1.	Board Meeting	30-05-2024
2.	Board Meeting	27-06-2024
3.	Board Meeting	27-07-2024

Sl. No	Nature of Meeting	Date of Board meeting
4.	Board Meeting	02-09-2024
5.	Board Meeting	13-11-2024
6.	Board Meeting	09-01-2025
7.	Board Meeting	23-01-2025
8.	Board Meeting	11-03-2025

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

5. Meeting of the Independent Directors

During FY 2024-25, one meeting of Independent
Directors was held without the presence of the
Executive Directors or Management Personnel on
March 18, 2025. 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.

The Independent Directors expressed satisfaction
with the overall performance of the Board, Non¬
Independent Directors, and the Chairman, and
acknowledged the effectiveness of the management''s
support and information flow to the Board.

6. Directors & Key Managerial Personal

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Mr. Shreeram Bagla (DIN:
01895499), Managing 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. Shreeram Bagla (DIN: 01895499),
will be given in the Notice convening the forthcoming
AGM for reference of the shareholders.

As on 31^st March, 2025, the composition of the Board is
as under:

Sl. No	Name of Director	Nature of Directorship
1.	Mr. Shreeram Bagla	Chairman & Managing Director
2.	Mr. Manoj Sharma	Additional Director & CEO
3.	Mr. Ritesh Shaw	Additional Director
4.	Mr. Chandan Ghosh	Independent Director
5.	Mrs. Rachna Yadav	Independent Director
6.	Mr. Harish Ramanna Navarathna	Independent Director

The following are the changes in the Board of the
Company during the year under review:

Sl. No.	Name of Director	Designation at the beginning of FY- 01-04-2024	Designation at the End of Financial Year 31-03¬ 2025
1.	*Mr. Manoj Sharma	N.A.	Appointed as an Additional Director and Chief Executive Officer at Board Meeting held on January 09,2025.
2.	*Mr. Ritesh Shaw	N.A.	Appointed as an Additional Director at Board Meeting held on March 11, 2025 and further designated to Whole-time Director subject to approval of members of the Company at the ensuing Annual General Meeting.
3.	Mr. Sumit Sengupta	Whole-time Director	Resigned from the position of Whole-time Director w.e.f. February 03, 2024.
4.	Mr. Rajesh Shaw	Whole-time Director	Resigned from the position of Whole-time Director w.e.f. February 03, 2024.
5.	Mr. Gajanand Prasad Sah Kalwar	Joint Managing Director	Resigned from the position of Joint Managing Director w.e.f. January 09, 2025.
6.	Mr. Pawan Jaiswal	N.A.	Appointed as CFO of the Company vide Board Resolution dated March 11,2025
7.	Mr. Ravi Sarda	CFO	Resigned from the position of CFO of the Company vide Board Resolution dated March 11,2025

*Mr. Manoj Sharma, was appointed as an Additional Director of the Company vide Board Resolution dated January
09, 2025 and he is entitled to hold office as such till the ensuing Annual General Meeting of the Company. Based

on the recommendation of the Nomination and
Remuneration Committee and approval of the same
by the Board at its meeting held on 30^th May 2025
Mr. Sharma is proposed to be appointed as Whole¬
time Director of the Company subject to the approval
of the members of the Company at the ensuing
Annual General meeting of the Company for a period
of 3 years with effect from January 09, 2025 up to
January 08, 2028.

*Mr. Ritesh Shaw, was appointed as an Additional
Director of the Company vide Board Resolution dated
March 18, 2025 and further appointed as Whole-time
Director of the Company subject to the approval of
the members of the Company at the ensuing Annual
General meeting of the Company for a period of 3
years with effect from March 17, 2025 up to March
16, 2028.

Based on the recommendation of the Nomination
and Remuneration Committee and approval of the
same by the Board at its meeting held on 30^th May
2025, Mr. Shreeram Bagla (DIN: 01895499) Managing
Director, re-appointed for another term of 3 years with
effect from June 10, 2024 to June 09, 2029.

Mr. Pawan Jaiswal is the CFO and Mr. Shakeel Ahmed
is the Company Secretary & Compliance Officer of the
Company during the years under review.

7. 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 meet the criteria
of acting as an Independent Director 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.

8. 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 2024-25.

9. 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.

10. 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.

Annapurna Snacks Private Limited

UNOAP Foods Factory Pvt. Ltd.

Madhur Confectioners Private Limited

Darsh Advisory Private Limited and UNOEUREKA
Foods Factory Pvt. Ltd ceased to be Wholly Owned
subsidiary Company during the year under review.

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

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

UNOEUREKA Foods Factory Pvt. Ltd.

The Company does not have any Joint Venture
Companies.

11. 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.

12. 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. Annapurna recognises
the inherent link between risk and opportunity.
The Company leverages a data-driven approach to
identify products and processes aligned with current
industry standards, ensuring balanced risk-taking for
sustainable growth.

The business operates with a dynamic environment
with evolving customer needs and inherent risks.
These risks can have short term and long term
implications, and the risk landscape is constantly
in flux.

Annapurna employs proactive risk management
strategy focused on early identification and mitigation.
Root cause analysis addresses current operational
risks while vigilantly scanning the external ecosystem
for potential threats. This allows them to develop
effective mitigation strategies that minimise business
disruptions.

13. Change in the nature business:

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

14. 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

15. 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 https://www.
annapurnasnacks.in/www.annapurnasnacks.in.

16. 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 has
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 2024-25.

There were no instances of reporting under the
Whistle Blower.

17. 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.

18. 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,

2025 and accordingly such accounts and records were
not required to be maintained.

19. 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.

20. 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.

21. Details of reporting 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.

22. 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 FY 2024-25.

23. 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.

24. 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).

25. 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.

26. 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.

27. 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.

28. 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.

i. 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.

Place : Kolkata On Behalf of the Board of Directors

Dated : 30-05-2025 For, Annapurna Swadisht Limited

Shreeram Bagla

Chairman & Managing Director
DIN - 01895499

---

Mar 31, 2024

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)

	Standalone		Consolidated
Particulars	For the year ended 31st March, 2024	For the year ended 31st March, 2023	For the year ended 31st March, 2024	For the year ended 31st March, 2023
Revenue from Operations	26,497.28	16,017.49	26,497.28	16,017.49
Other Income	35.93	46.40	76.97	65.24
Total Income	26,533.21	16,063.90	26574.25	16,082.73
Total Expenditure	24,632.03	15,065.75	24782.98	15083.33
Profit / Loss Before tax	1,901.18	998.15	1791.27	999.40
Less: Provision for Current Tax	442.71	241.70	442.71	242.49
Less: Provision for Earlier Tax	4.41	23.16	3.62	23.16
Less: Provision for Deferred Tax	32.29	18.85	31.71	18.40
Net Profit / (Loss) after Tax	1,421.78	714.44	1313.23	715.35
Basic Earnings per share (in C)	8.08	4.35	8.08	4.35
Carried to Balance Sheet	1,421.78	714.44	1313.23	715.35

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

Sl. No	Nature of Meeting	Date of Board meeting
1.	Board Meeting	29-05-2023
2.	Board Meeting	07-08-2023
3.	Board Meeting	22-09-2023
4.	Board Meeting	09-11-2023
5.	Board Meeting	15-01-2023
6.	Board Meeting	03-02-2024
7.	Board Meeting	09-03-2024

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:

The following are the changes in the Board of the Company during the year under review:

Sl. No	Name of Director	Designation at the beginning of FY- 01-04-2023	Designation at the End of Financial Year 31-03-2024
1.	Mr. Gajanan Prasad Kalwar	Appointed an Additional Director at Board Meeting held on September 22, 2023	Appointed as Joint Managing Director with the approval of members of the Company by way of postal Ballot dated March 11, 2024 for a period of 3 years with effect from September 22, 2023 up to September 21,2026.
2.	Mr. Harish Ramanna Navarathna	Appointed as Additional Appointed as Independent Director with the approval of Director under the category members at the EGM held via Postal Ballot dated March of independent at Board 11, 2024 and entitled to hold office for a term of five Meeting held on February consecutive years i.e., from February 3, 2024 upto February 03,2024 2, 2029, and that he shall not liable to retire by rotation
3.	Mrs. Hitu Gambhir Mahajan	Independent Director	Resigned from the position of Independent Director w.e.f. February 03, 2024.

Mr. Ravi Sarda is the CFO and Mr. Shakeel Ahmed is the Company Secretary of the Company during the years under review.

Sl. No	Name of Director	Nature of Directorship
1	Shreeram Bagla	Chairman & Managing Director
2	Sumit Sengupta	Whole-time Director
3	Rajesh Shaw	Whole-time Director
4	Gajanan Prasad Kalwar	Joint Managing Director
5	Chandan Ghosh	Independent Director
6	Rachna Yadav	Independent Director
7	Harish Ramanna Navarathna	Independent Director

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:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non-Executive Independent Director
Harish Ramanna	Member	Non-Executive
Navarathna		Independent Director
Shreeram Bagla	Member	Managing Director

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:

Name of the Director	Designation in the Committee	Nature of Directorship
Chandan Ghosh	Chairperson	Non-Executive Independent Director
Harish Ramanna	Member	Non-Executive
Navarathna		Independent Director
Rachna Yadav	Member	Non-Executive Independent Director

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:

Name of the Director	Designation in the Committee	Nature of Directorship
Harish Ramanna	Chairperson	Non-Executive
Navarathna		Independent Director
Shreeram Bagla	Member	Managing Director
Sumit Sengupta	Member	Whole-time Director

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.

Name of the	Designation in the Committee	Nature of
Director		Directorship
Shreeram Bagla	Chairperson	Managing Director
Rajesh Shaw	Member	Managing Director
Sumit Sengupta	Member	Whole-time Director

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.

Place : Kolkata On Behalf of the Board of Directors

Dated : 30-05-2024 For Annapurna Swadisht Limited

Shreeram Bagla

Chairman & Managing Director DIN - 01895499