Directors Report of Aveer Foods Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the 6^th Annual Report
together with the Audited Statement of Accounts of Aveer Foods
Limited (âthe Companyâ) for the financial year ended March 31,
2025.

1. FINANCIAL HIGHLIGHTS:

The Financial Results for the year ended March 31,2025 are
briefly given below: -

Particulars	2024-2025	2023-2024
Sales & Other Income	10,866.07	9,640.40
Profit before Depreciation & Interest	794.89	568.59
Less:- Depreciation	334.17	328.63
Less: Interest/Finance cost	25.05	114.62
Profit before exceptional Item	435.67	125.34
Add: Exceptional Items	-	-
Add: Extra Ordinary Item of Income	-	-
Profit before Tax	435.67	125.34
Less: Provision for Taxation	41.76	-
Add/ (Less): Remeasurement of Net defined benefit plans	2.84	(3.11)
Profit after Taxation for the Year	396.75	122.23

The figures mentioned above are extracted from Financial
Statements prepared as per the provisions of the Companies
Act, 2013 (theâActâ), in accordance with the relevant
applicable Indian Accounting Standards (âInd ASâ) and
Regulation 33 of the SEBI [Listing Regulations] 2015.

2. TRANSFER TO RESERVES:

The Board has not proposed to transfer any amount to the
General Reserve.

3. DIVIDEND:

Based on the Company''s financial performance and after
consideration of the earnings, cash flows, and overall
financial position, the Board at its meeting held on May 27,
2025 recommended, for the approval of members, a final
dividend of '' 0.25/- (Twenty-Five Paisa Only) per equity
share of the face value of '' 10/- each, representing 2.5%
of the nominal value, for the financial year ended March 31,
2025. The final dividend on equity shares, if approved by
the members at the ensuing Annual general Meeting (the
AGM), would involve a cash flow of '' 10,07,063/- and shall
be subject to deduction of income tax at source and will be
paid to those members whose name appears on the register
of members of the Company as on the Record Date i.e
September 22, 2025.

4. HIGHLIGHTS OF EVENTS OCCURRED TILL THE DATE

OF THIS REPORT:

During the year under review:

a) The Company issued 4,52,174 convertible warrants
(âWarrantsâ) on March 20, 2025 to Mr. Rajkumar
Hukmichand Chordia and Mr. Vishal Rajkumar Chordia,
Promoters of the Company on a preferential basis at
an exercise price (âWarrant Exercise Priceâ) of '' 575/-
each including a premium of '' 565/- each. Each Warrant
is convertible into one equity share of ?10/- each, fully
paid-up, of the Company. The issue of Warrants was
undertaken in compliance with the provisions of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. Consequently following is the
structure of Share Capital of the Company as on date.

SHARE CAPITAL:

Authorised Share Capital	'' 5,00,00,000/- (Rupees Five Crores only) i.e 50,00,000 equity shares of '' 10/- each.
Paid Up capital	'' 4,02,82,520/- (Rupees Four Crore Two Lakh Eighty Two Thousand Five Hundred and Twenty only) i.e 40,28,252 equity shares of '' 10/- each
Warrants	4,52,174 convertible warrants at '' 575/- each issued on March 20, 2025.

b) The Company acquired the business of Kamal
Industries, Dharwad, a related-party partnership firm,
as a going concern on a slump sale basis with effect
from April 30, 2025.

5. COMPANY''S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT:

FINANCIAL AND PRESENT PERFORMANCE:

During the year under review, the Revenue from Operations
of the Company was '' 10,851.89 Lakh as against '' 9,639.80
Lakh of the previous year. The Company''s profits have
increased approximately by 224%, with the profit after-tax
for the current financial year at '' 396.75 Lakh, compared to
'' 122.23 Lakh in the previous financial year.

INDUSTRY STRUCTURE, DEVELOPMENT, & FOCUS
AREAS:

5.1 Industry Trends:

The food industry is undergoing a dynamic
transformation, driven by evolving consumer
preferences and technological innovation. Key trends
influencing this shift include the rise of alternative food
sources, hyperlocal sourcing, and the integration of
advanced technologies such as artificial intelligence
(AI) and machine learning. These innovations are
enabling smarter supply chains, improved product
personalization, and greater operational efficiency.

Sustainability remains a central focus, with industry
leaders accelerating efforts to reduce plastic usage and
transition toward eco-friendly, recyclable, and reusable
packaging solutions. There is also growing adoption of
regenerative agricultural practices, aimed at restoring
soil health and enhancing biodiversity.

Looking ahead, the sustainability movement is
expected to evolve further with increased emphasis on
circular economy models, local sourcing, and waste
reduction. Companies are investing in energy-efficient
operations and innovative methods to minimize food
loss across the value chain. Certifications such as
organic and fair trade, along with transparent and
traceable supply chains, will continue to play a vital role
in building consumer trust and fostering a more ethical,
responsible food ecosystem.

5.2 Government Focus on Agro-Processing and
Investment Promotion:

Both the Central and State Governments are placing a
strong emphasis on the development and preservation
of agricultural produce, with particular focus on
enhancing the processing of diverse agro-based crops.
To promote value addition and improve overall efficiency
in the agri-value chain, the Government of India has
actively encouraged private sector participation in
agriculture and allied sectors.

India''s food ecosystem offers immense investment
potential, fueled by the rapid expansion of the food
retail sector, favorable economic policies, and attractive
fiscal incentives. In alignment with this, the Ministry of
Food Processing Industries (MoFPI) is spearheading
key initiatives and strategic interventions aimed at
boosting investment in the domestic food processing
industry.

5.3 Business Overview:

The Company continues to operate its Food Division,
primarily engaged in the rapidly growing food
processing industry. Its core business focuses on the
manufacturing and sale of a wide range of processed
food products. The major revenue contributors include
Pickles, Ketchups, Sauces, Chutneys, and both
handmade and machine-made Papads. The Company
remains committed to quality, innovation, and expanding
its footprint in the packaged food segment.

The overall function-wise evaluation of the performance
of the Company as under:

> Sales & Marketing:

Sales Performance - FY25 (April 2024 to March
2025)

Sales performance for Aveer Foods Limited (AFL)
improved dramatically and delivered double digit
growth in both volume and value sales terms for
FY 25. Growth was broad based growth across
traditional Indian meal accompaniment categories
like Indian Chutney, Thecha & Papad. Even nonÂ¬
traditional Indian meal accompaniments like
Schezwan Chilli Garlic Chutney and Chinese
sauces delivered strong growth in line with
growing popularity of Chinese cuisine in India.
Largest category for AFL - Pickle revived in sales
growth, but growth was in low single digits and
multiple initiatives are on-going to across sales,

distribution and marketing to improve growth to
double digits.

Consumer segment of operation - Meal
Accompaniments:

Aveer''s key consumer segment of operations
is âMeal Accompanimentsâ. In India, meal
accompaniments like pickles, chutney and papad
are a very integral part of every Indian thali.
Considering the taste and the choice of different
generations, Aveer''s product portfolio with a wide
range of meal accompaniments is rightly placed to
take advantage of rising demand for branded preÂ¬
packed range in both Indian and non-Indian meal
accompaniments segments.

Portfolio Definition:

Aveer''s product portfolio would be constructed
under two broad segments - Indian and Non-Indian
meal accompaniments. Currently the segment
of Indian meal accompaniments has a wide
offering from Aveer in pickle, chutney and papad
categories. For non-Indian meal accompaniments,
focus would be on the 2^nd most consumed cuisine
in India viz., Chinese and new products would be
added to chutneys and sauces range in line with
emerging consumer preferences.

Sales and Marketing plan details: Distribution
scale up:

Today, Aveer range has access to more than 1500
distributors spread across India, This network of
distributors is spread in all key Indian states and
is among the widest distributor network in Indian
in the meal accompaniment segment and is a key
organizational driver for Aveer. Efforts are on to
further strength the same and improve distribution
to more than 3 lakh outlets.

> Information Technology:

The technology employed by the Company is
crucial for its daily business operations. Aveer
Foods has committed resources to enhance its
technological framework to facilitate efficient
operational oversight and subsequently boost
shareholder value. These investments include
the implementation of technology-driven tools,
such as the SAP ERP system and analytics
implementation which streamlines processes
related to raw material acquisition, finished product
payments, vendor and supplier transactions, and
effective management of receivables. Additionally,
the Company has developed a thorough data
analytics and reporting system.

> Human Resources:

Human capital is being developed at the middle
management and junior levels in essential functions
to prepare for future growth. We have maintained
our focus on well-being by addressing the needs of
our employees throughout their professional and
personal life journeys. The Company is committed
to providing equal employment opportunities and
creating a healthy work environment that enables

employees to carry out their responsibilities free
from discrimination, gender bias, and sexual
harassment. Additionally, the Company upholds
the belief that every employee is entitled to respect.
Throughout the year, the Human Resources
department actively involved employees through
various online and offline engagement initiatives,
along with numerous learning and development
opportunities aimed at enhancing their skills and
aligning them with organizational changes.

The Company recognizes that its employees are
the driving force behind its operational excellence,
innovation, and sustainable growth. The company
nurtures a workplace culture rooted in continuous
learning, respect, collaboration, and career
development.

During FY 2024-25, the company undertook
strategic hiring at senior levels to enhance
leadership capabilities and support its growth
agenda. This strengthened leadership team
is well-positioned to guide market expansion,
operational scaling, and alignment with evolving
consumer and industry trends.

> Internal Control & Finance:

The organization has established strong internal
control systems designed to enhance the
effectiveness and efficiency of its operations,
ensure the reliability of financial reporting, and
maintain compliance with relevant laws and
regulations. These systems are appropriately
aligned with the organization''s size, business
nature, geographical reach, and operational
complexity. The governance framework
delineates responsibilities among the Board
Committees, department heads, and process
owners. Additionally, policies and procedures
undergo regular reviews to ensure their continued
relevance in a dynamic business landscape.

> Quality Assurance:

Aveer foods journey has been a Legacy of Taste,
Quality & Trust.

The journey that started more than 60 years back
has ensured that every product serves the best
taste and the best quality standards every single
time.

Aveer foods journey has been a step towards
continuous improvements. We started with getting
the plant at Shirwal certified for HACCP initially
and achieved GFSI standards for FSSC 22000 in
2022.

All steps ensure that each process from selection
of the best quality of mangoes, lemon or any other
fruit or vegetable to the packaging of the pickle,
ketchups, sauces, chutneys, and any culinary
pastes, Papad follow vigorous standards of quality
checks.

We have well equipped laboratory on site.

The final products adhere to the FSSAI, EU or USFDA
standards as per requirements of the customer.

Aveer Foods Limited are supporting the FPO [Farmer
Producer organizations] and supply chain to have good
agriculture practices with best storage conditions. We
intend to train the farmers, traders, supply chain and
other stakeholders on our continued journey towards
safety and sustainability.

We at Aveer Foods Limited ensure customers are
assured of a safe supply chain with proven traceability.

5.4 Risk & Mitigation:

The food industry is exposed to multiple risks arising from
dynamic market conditions, operational dependencies,
regulatory frameworks, and environmental factors. The
Company has established robust monitoring, mitigation,
and control mechanisms to minimize adverse impacts.
The key risks and their mitigation strategies are outlined
below:

Risk	Description	Mitigation Measures
Strategic Risk	Evolving consumer preferences, intense market competition, and failure to innovate may impact the Companyâs growth and market share.	Continuous market research to identify emerging trends; Launch of innovative and health-focused product lines; Diversification of product portfolio across geographies.
Supply Chain Disruptions	Dependence on agricultural produce and global supply chains makes operations vulnerable to delays, shortages, and cost fluctuations.	Multi-vendor sourcing strategy; Strategic inventory management; Investment in supplier relationships and local sourcing initiatives.
Food Safety and Quality Risk	Contamination, spoilage, or non-compliance with quality standards can lead to product recalls, penalties, and reputational damage.	Implementation of stringent quality control and HACCP standards; Regular audits and testing; Employee training on food safety protocols.
Regulatory and Compliance Risk	Non-compliance with domestic and international food safety, labelling, and environmental regulations may attract penalties.	Dedicated compliance teams; Regular monitoring of regulatory changes; Periodic review and update of internal policies.
Raw Material Price Volatility	Fluctuations in the prices of raw materials, packaging, fuel, and energy can impact operating margins.	Long-term supplier contracts; Commodity price hedging; Continuous cost optimization measures.
Environmental and Climate Risk	Extreme weather conditions, water scarcity, and environmental regulations can disrupt operations and supply of raw materials	Sustainable sourcing practices; Investment in water and energy efficiency; Alignment with climate-resilient agricultural practices.
Cybersecurity and Technology Risk	Increased digitalization exposes operations to system failures and cyber threats.	Deployment of advanced cybersecurity measures; Data backup and disaster recovery plans; Regular system audits and upgrades.

Opportunities & outlook:

AFL will continue to focus on Portfolio definition, revamp and
new Product development, scaling up distribution network
and thereby improve profitability.

6. KEY FINANCIAL RATIOS:

Details of significant changes, (i.e., change of 25 percent or
more, as compared to the immediately previous Financial
Year) in Key Financial Ratio, along with detailed explanation
thereof: -

Particulars	As at March 31,2025	As at March 31,2024	% Change in Ratio
Current Ratio	2.36	1.67	41
Debt-Equity Ratio	-	0.15	100
Debt Service Coverage Ratio	3.63	2.02	80
Return on Equity Ratio	0.17	0.07	133
Trade Receivables turnover ratio	224.31	228.32	(2)
Trade Payable turnover ratio	10.74	9.36	15
Net capital turnover ratio	5.77	10.96	(47)
Net profit ratio	3.63	1.30	179
Return on Capital employed	0.19	0.11	77
Inventory Turnover Ratio	2.88	2.36	22

Explanation for change in ratios by more than 25%:

1) The current ratio is favorable in current year account
of increase in inventory and money received against
share warrants.

2) The debt equity ratio is favourable in current year on
account of repayment of borrowings.

3) The debt service coverage ratio is favourable in current
year due to increase in EBITDA.

4) The return on equity ratio is favourable in current year
due to increase in Profit after tax.

5) The net capital turnover ratio is unfavourable in current
year due to increase in inventory and money received
against share warrants.

6) The net profit ratio is favourable in current year due to
increase in profit after tax.

7) The Return on Capital Employed ratio is favourable in
current year on account of repayment of borrowings
and increase in EBIT of current year as compared to
the previous year.

7. BOARD OF DIRECTORS:

As on March 31, 2025, the Company had 11 (eleven) Directors,

reflecting an optimum combination of Executive and NonÂ¬
Executive Directors in conformity with the provisions of the

Companies Act, 2013 and the SEBI [Listing Regulations], 2015.

The Board comprised three Executive Directors and eight Non-

Executive Directors, of which seven were Independent Directors,
including one Woman Director. The composition of the Board
demonstrates the Company''s commitment to sound corporate
governance practices, ensuring an appropriate balance of skills,
experience, and independence to provide effective oversight and
strategic guidance to the management.

Appointment/ Re-appointment:

a) Based on the recommendation of Nomination
and Remuneration committee in its meeting held
on February 10 2025, the Board approved the
appointments of Dr. Anil Lamba [DIN:00935055] and
Mr. Radhakrishnan [DIN:01657716] as Independent
Directors of the Company. Subsequently, the members
approved of their appointments at an Extra Ordinary
General Meeting held on March 10, 2025.

b) Pursuant to the Articles of Association and in
accordance with provisions of Section 152 of
Companies Act, 2013, Mr. Bapu Ramchandra Gavhane
[DIN: 00386217], retires by rotation at forthcoming
Annual General Meeting and, being eligible, offers
himself for re-appointment. Based on performance
evaluation and the recommendation of the Nomination
and Remuneration Committee, the Board recommends
his reappointment to the members. Brief details as
required under Secretarial Standard-2 and Regulation
36 of the SEBI Listing Regulations are provided in the
Notice of the AGM.

c) Based on the recommendation of the Nomination and
remuneration committee in its meeting held on May 27,
2025 the Board considered the following:

i. Re-appointment of Mr. Vishal Chordia Managing
Director [DIN:01801631] of the Company for a
period commencing from July 15, 2025 to July 14,
2030.

ii. Re-appointment of Mr. Anand Chordia Managing
Director [DIN: 00062569] of the Company for a
period commencing from July 15, 2025 to July 14,
2030.

iii. Re-appointment of Mr. Bapu Gavhane

[DIN:00386217] as a whole-time Director of the
Company from July 15, 2025 to October 30, 2026.

d) Based on on the recommendation of Nomination and

Remuneration committee in its meeting held on August
13, 2025, the Board considered the Continuation
of Directorship of Mr. Vijaykumar Kankaliya

[DIN:06669157]as an Independent Director of the
Company despite exceeding 75 years of age till June
29, 2027.

Necessary resolutions for the above re-appointments
are being placed before members for their approval
which forms part of the Notice calling 6^th Annual General
Meeting. Considering the above-mentioned changes
during year under review, below is the list of Board of
Directors of the Company as on March 31 2025

Sr. No	Name	DIN	Designation
1.	Mr. Rajkumar Chordia	00058185	Chairman
2.	Mr. Vishal Chordia	01801631	Managing Director
3.	Mr. Anand Chordia	00062569	Managing Director
4	Mr. Bapu Gavhane	00386217	Whole Time Director
5.	Mr. Vijaykumar Kankaliya	06669157	Independent Director

Sr. No	Name	DIN	Designation
6.	Mr. Rajendra Lunkad	07881961	Independent Director
7.	Dr. Ajitkumar Mandlecha	06822184	Independent Director
8.	Ms. Samruddhi Mehta	09667729	Women Independent Director
9.	Mr. Ritesh Mehta	00607521	Independent Director
10.	Mr. Radhakrishnan	01657716	Independent Director
11.	Dr. Anil Lamba	00935055	Independent Director

The Company has duly filed all necessary forms, returns,
and intimations with the Ministry of Corporate Affairs and
the Stock Exchange(s), in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, to give effect to the aforementioned changes.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of the Act, apart from the Executive
Directors, following are also the Key Managerial Personnel
of the Company:

Sr. No.	Name of KMP	Designation
1	Mr. Dharmendra Tulshyan	Chief Financial Officer
2	Ms. Tejashree Wagholikar	Company Secretary

8. DETAILS OF BOARD MEETING:

During the financial year under review the Board of Directors
met Six (6) times. The interval between any two consecutive
meetings of the Board was within the time limit prescribed
under the provisions of the Companies Act, 2013 and the
SEBI [Listing Regulations] 2015.

During the year under review, a separate meeting of
Independent Directors was held.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013,
Rules there under and SEBI [Listing Regulations] 2015, the
Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as
the evaluation of the working of its Audit, Nomination and
Remuneration and other statutory committees and found
that the performance has been satisfactory.

10. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, the Company has received
from Independent Directors declarations under Section
149(7) of the Companies Act, 2013, that they meet the
criteria of Independence as laid down under Section 149
(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI [Listing Regulations] 2015. and there has been
no change in the circumstances affecting their status as an
Independent Director during the year.

Further, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses, if
any, incurred by them for the purpose of attending meetings
of the Company.

The Board believes that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise and proficiency and they hold the highest
standards of integrity and possess necessary expertise and
experience including proficiency in the field in which the
Company operates.

11. COMPOSITION OF COMMITTEES:

The Company has duly constituted the Committees of the
Board as required under the Act read with applicable Rules
made thereunder and the SEBI [Listing Regulations] 2015,
as amended from time to time.

a) AUDIT COMMITTEE:

The Company has constituted an Audit Committee in
terms of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI [Listing Regulations], 2015. The
Audit committee presently comprises of -

1) Ms. Samruddhi Mehta.- Chairperson -
Independent Director

2) Mr. Vijaykumar Kankaliya- Member- Independent
Director

3) Dr. Ajitkumar Mandlecha- Member- Independent
Director

4) Mr. Rajendra Lunkad- Member- Independent
Director

5) Mr. Ritesh Mehta- Member- Independent Director

6) Mr. Bapu Gavhane- Member- Executive Director

b) NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and
Remuneration Committee in terms of Section 178
of the Companies Act, 2013 and Regulation 19 of
SEBI [Listing Regulations], 2015. The Nomination &
Remuneration committee presently comprises of -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent
Director

2) Dr. Ajitkumar Mandlecha- Member- Independent
Director

3) Mr. Rajendra Lunkad- Member- Independent
Director

4) Mr. Ritesh Mehta - Independent Director

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder Relationship
Committee in terms of Section 178 of the Companies
Act, 2013 and Regulation 20 of SEBI [Listing
Regulations], 2015. The Stakeholder Relationship
Committee presently comprises of -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent
Director

2) Dr. Ajitkumar Mandlecha - Member- Independent
Director

3) Ms. Samruddhi Mehta- Member- Independent
Director

4) Mr. Rajendra Lunkad- Member- Independent
Director

5) Mr. Bapu Gavhane- Member- Executive Director

12. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

Pursuant to Section 134(3)(e) and Section 178 (3) of the
Companies Act, 2013, the Board has formulated and
adopted a policy relating to the Directors and Key Managerial
Personnel''s appointment and remuneration (âRemuneration
Policyâ) which is available on the website of your Company
at www.aveerfoods.com including criteria for determining
qualifications, positive attributes, independence of a director
and other matters.

The Remuneration Policy for the selection of Directors and
determining Directors'' independence sets out the guiding
principles for the NRC for identifying the persons who are
qualified to become Directors. Your Company''s Remuneration
Policy is directed towards rewarding performance based on
a review of achievements. The Remuneration Policy is in
consonance with existing industry practice. We affirm that
the remuneration paid to the Directors is as per the terms
laid out in the Remuneration Policy.

13. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has adequate internal control mechanism
including financial controls to ensure operational efficiency,
accuracy and promptness in financial reporting and
compliance of various laws and regulations.

The internal control system is supported by the internal audit
process. The Audit Committee of the Board reviews the
Internal Audit Report and the adequacy and effectiveness
of internal controls periodically and the internal financial
controls are adequate and operating effectively.

14. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES:

As on March 31, 2025 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to provisions of Section 134 read with Section
92(3) of the Companies Act, 2013, as amended, the copy
of the annual return has been uploaded on the website of
the Company which can be accessed with link https://www.
aveerfoods.com/pdf/financial-information/annual-return/
annual-return-2024-2025.pdf.

16. AUDITORS AND AUDITORS'' REPORT

a) Internal Auditor:

The Company has appointed Mr. Nisarg Shah
Chartered Accountants as the Internal Auditor of the
Company for the Financial Year 2024-2025 pursuant
to the provisions of Section 138 of the Companies Act,
2013. The reports are periodically reviewed by the
Audit Committee and the Board.

b) Statutory Auditors:

i. M/s. Bharat H Shah & Associates Chartered
Accountant were appointed as the Company''s
Statutory Auditor for a consecutive term of five
years at the 1^st AGM of the Company till the
conclusion of 6^th Annual General Meeting.

The Independent Auditor''s Report on financial
statements of the Company to the members of
the Company for the year under review does not
contain any qualifications, reservation or adverse
remark. The observations of the Statutory Auditors
in their Report are self-explanatory and therefore
the Directors do not have any further comments
to offer on the same. The Auditor''s Report is
enclosed with the financial statements forming
part of this annual report.

ii. The present auditor M/s Bharat H Shah &
Associates Chartered Accountants a proprietorship
firm, auditors of the Company have completed a
term of five consecutive years from FY 2019-2020
to FY 2024-2025 at the conclusion of the ensuing
Annual general Meeting. The Audit committee
has recommended , and the Board has approved
the appointment of M/s. SBH & Co. Chartered
Accountants (ICAI FRN 0121830W), Pune as
the Statutory Auditor, at their respective meetings
held on August 13, 2025 subject to approval of
members of the Company. M/s SBH & Co. shall
hold office for period of 5 (Five) consecutive years
from the conclusion of the ensuing 6^th Annual
General Meeting till the conclusion of 11^th Annual
General Meeting to be held in the year 2030.

c) Secretarial Audit:

M/s Satish & Satish, Company Secretaries were
appointed as Secretarial Auditor of the Company for FY
2024-2025 pursuant to the provisions of Section 204 of
the Companies Act, 2013. The Secretarial Audit Report
is annexed herewith as Annexure - I to this Report.

d) Cost Audit:

For the Financial Year under Report the appointment
of Cost Auditor and obtaining of their Report as well as
maintenance of cost records was not applicable to the
Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year review, the Statutory Auditors, Internal
Auditors, and Secretarial Auditors did not observe any
occurrences of fraud perpetrated against the Company
by its officers or employees. Consequently, no instances
were reported to the Audit Committee or the Board of
Directors in accordance with Section 143(12) of the Act
and the associated regulations.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR
REPORTS:

There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors, Internal Auditors in their
report.

There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors in their audit report for the
year ended March 31,2025 except for the following instances:

a) As reported by the previous Secretarial Auditor in their
Secretarial Audit Report for the financial year ended
March 31, 2024, it is noted that the Company is in the
process of filing a suo-moto application for adjudication
of penalties under Section 454 of the Companies Act,
2013, in respect of non-adherence to the timelines
prescribed under Section 150 of the Companies Act,
2013. The Company has initiated necessary corrective
measures, and the adjudication process is currently
underway. The final outcome and any consequential
impact will be ascertainable only upon conclusion of the
said proceedings.

The Board observed and noted that the delay referred to
by the Secretarial Auditor was inadvertent and occurred
due to procedural and administrative reasons beyond
the Company''s immediate control. Upon identification
of the lapse, the Company took prompt steps and
is in the process of making suo moto adjudication
application. The Board wishes to assure the members
that appropriate systems and controls have since been
strengthened to ensure strict adherence to statutory
timelines in the future.

b) I t is noted that the Company has been continuously
applying to the Registrar of Companies, Pune, for the
change in its Corporate Identification Number (CIN)
pursuant to its listing, specifically seeking replacement
of the initial letter âUâ with âLâ as per regulatory norms.
However, despite multiple applications and follow-ups,
the said change has not been affected as on the date
of this report. Due to the non-updation of the CIN, the
Company is not able to file the Foreign Assets and
Liabilities (FLA) Return for the financial years ended
31^st March 2024 and 31^st March 2025. As per the
Management Representation received, the Company
intends to file the said FLA Returns upon receipt of the
updated CIN from the Registrar of Companies, Pune.

The board clarifies that the observations noted by the
secretarial auditor in its audit report with respect to non
filing of FLA returns are self explanatory and not in
company''s immediate control. The Company ensures
to take corrective steps to rectify this compliance delay.

c) The Company had filed certain e-forms with the
Registrar of Companies, Pune, with a delay.

The Board noted that the Company encountered
unforeseen technical issues for filing the forms, which
resulted in a delay in the submission of certain e-forms
with the Registrar of Companies, Pune. However, all
other required filings have been duly completed in time.

18. PUBLIC DEPOSITS:

During the Financial Year under review, the Company has
not accepted any deposits. Hence any compliance w.r.t
repayment of deposit or its interest thereon is not applicable
to the Company. There were no outstanding deposits within
the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014 as amended as on March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013 read with
Companies (Meeting of Board and its Powers) Rules, 2014
are as follows:

1) During the financial year under review, the Company
has not extended any Loans, Guarantees to any
other Individual or entities under Section 186 of the
Companies Act, 2013.

2) There were no investments to be reported during the
year as on March 31, 2025.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts/ arrangements/ transactions entered by the
Company during the financial year under review with related
parties were at an arm''s length price basis and in the ordinary
course of business. Such transactions form part of the notes
to the financial statements provided in this Annual Report. All
Related Party Transactions (âRPTsâ) are placed before the
Audit Committee for prior approval. Prior omnibus approval
of the Audit Committee is obtained for the RPTs which are
repetitive in nature or when the need for these transactions
cannot be foreseen in advance. Further, the Company has
the requisite approval from the members for entering into
Material Related Party Transactions with related parties. On
a quarterly basis, details of RPTs are placed before the Audit
Committee for its noting/review.

Pursuant to provisions of Section 134 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014, the Particulars of Contracts or Arrangements
entered into by the Company with Related Parties have
been provided in Form No. AOC -2 attached herewith as
Annexure II.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 in
respect of CSR activities are not applicable to the Company.
The Company is not subject to the provisions of Section 135
of the Companies Act, 2013 regarding CSR activities, as
it does not meet the criteria for applicability outlined in the
legislation.

22. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the provisions
of Corporate Governance are not applicable to Companies
whose paid up equity share capital does not exceed '' Ten
Crores and net worth does not exceed '' Twenty Five Crores,
as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth as on
March 31, 2024 were below the prescribed thresholds, the
provisions of Corporate Governance under SEBI Listing
Regulations are not applicable to the Company. Accordingly,
the Company has not furnished the Corporate Governance
Report and the Compliance Certificate of CEO/Managing
Director in terms of SEBI [Listing Regulations], 2015.

23. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Vigil Mechanism/ Whistle Blower
Policy in terms of the provisions of the Act and the SEBI
[Listing Regulations], 2015, to provide a formal mechanism to
the Directors and employees of the Company to report their
genuine concerns and grievances about unethical behavior,
actual or suspected fraud or violation of the Company''s Code
of Conduct or Ethics. The policy provides adequate safeguards
against the victimization of Directors and employees who avail
of such mechanisms and also provides for direct access to the
Chairman of the Audit Committee. The Audit Committee of the
Board is entrusted with the responsibility to oversee the vigil
mechanism. During the year, no person was denied access
to the Audit Committee. The Company is happy to inform you
that there have been no complaints / Whistle Blower activities
reported to or received by the Audit Committee during the
year under review.

The policy adopted by the Company on vigil mechanism/
whistle blowing is also available on the website of the
Company.

24. PARTICULARS OF EMPLOYEES:

Information required under Section 197(12) of the Act read
with Rule 5(2)(i) to (iii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not
provided herein, since there are no employees who have
received remuneration in excess of the limits prescribed
therein.

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
including amendments thereunder are annexed as an
Annexure III of this report.

25. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. Conservation of Energy and Technology

Absorption:

a) The Company''s operations involve very low
energy consumption. Wherever possible energy
conservation measures have been implemented.
However, efforts to conserve and optimize the use
of Energy through improved Operational methods
and other means will continue. The Company
continues to use bio briquettes as a measure for
energy conservation.

b) The Company has no collaborations and is engaged
in the manufacture of the products by its own
developed methods/ operations. The Company has
set up a Research and Development Centre whose
emphasis is on product development, product
quality, Cost reduction, energy conservation and
improvement in process productivity. The Company
has also set up a Laboratory and Quality Control
Department to ensure the quality of different
products manufactured.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the
year was '' Nil.

26. Environment, Social and Goveranance Updates

The Company has proactively begun implementing various
measures under the Environmental, Social, and Governance
pillars since last year, in accordance with the Business
Responsibility and Sustainability Reporting Framework.

The company has established specific targets to achieve
growth in Environmental, Social & Governance areas such
as:

Environmental Responsibility:

â¢ Greenhouse Gas (GHG) Emissions:

Scope 1 and Scope 2 emissions are actively monitored,
measured, and reported in alignment with standard
protocols. Efforts are underway to reduce these
emissions through increased energy efficiency and the
use of cleaner fuels. Scope 3 emissions, particularly
those related to waste, will be included from FY
2025 onwards, as the company ensures all waste is
responsibly managed and disposed of through certified
channels.

â¢ Clean Energy Use:

Our Shirwal Unit uses 100% Biomass Briquettes
for boiler fuel.

â¢ Waste to Wealth:

A structured Waste Resource Centre has been
established to facilitate proper segregation,
collection, and management of wasteâturning
waste into value-added outputs

â¢ Waste Segregation and Disposal:

Waste is systematically segregated into
biodegradable and non-biodegradable categories.
All of our organic waste is composted at our local
farms.

Plastic waste is sold to certified vendors for
recycling.

Used cooking oil is sold to the RUCO (Repurpose
Used Cooking Oil) project for biodiesel conversion,
and a certified disposal certificate is obtained after
each collection

â¢ Water Management:

Internal water recycling systems are implemented.
Planning for a Zero Liquid Discharge (ZLD) system
is currently underway.

Social Responsibility:

â¢ Health & Safety:

Regular health and safety awareness programs
are conducted across all facilities, including safety
drills, PPE distribution, and first-aid training.

â¢ Environmental Awareness:

Environmental training was conducted annually
in 2024, with quarterly training planned from June
2025 onwards.

â¢ Workforce Management:

Continuous tracking of on-roll vs. contractual
workforce.

â¢ Community Engagement through Seva
Initiatives:

Active collaboration with local suppliers and
promotion of skill development initiatives.

Governance Highlights

â¢ Governance structures include active Audit,
Nomination & Remuneration, and Stakeholders
Committees.

â¢ Voluntary adoption of Business Responsibility
and Sustainability Reporting (BRSR) and GHG
Accounting in line with the GHG Protocol.

â¢ All waste is managed through authorized vendors,
ensuring transparency and compliance.

ESG Outlook & Future Initiatives

â¢ Measurable ESG KPIs to be introduced from FY
2025-26.

â¢ Plan to increase renewable energy usage through
Solar, wind and biogas.

â¢ Targeted reduction in GHG emissions including
scope 3 emissions.

â¢ Enhanced disclosures on training, diversity, and
inclusion.

UN Sustainable Development Goals (SDG) Alignment

SDG	Focus Area	Aveer Foods Initiatives
SDG 5	Gender Equality	Workforce gender diversity, promoting women empowerment
SDG 6	Clean Water & Sanitation	Water recycling and Zero Liquid Discharge (ZLD) goal
SDG 7	Affordable & Clean Energy	Use of biomass briquettes in boilers to reduce fossil fuel dependency
SDG 8	Decent Work & Economic Growth	Health, safety, and skill development programs; employment generation
SDG 9	Industry, Innovation & Infrastructure	Investments in R&D, waste- to-wealth innovations, and quality systems
SDG 12	Responsible Consumption & Production	Waste minimisation, segregation, and responsible disposal
SDG 13	Climate Action	Net Zero vision through GHG reduction and tree plantation drives

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review there has not been any change
in the nature of business.

28. BOARD POLICIES

The details of various policies approved and adopted by
the Board as required under the Act and the SEBI [Listing
Regulations] 2015 are available on the website of the
Company www.aveerfoods.com path of all policies as
follows:

Sr. No	Name of the Policies	Weblink
1	Policy on Criteria Determining Materiality of Events	https://www.aveerfoods. com/pdf/policies/policy-on- matelirity-of-events.pdf
2	Code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information	https://www.aveerfoods. com/pdf/policies/code-for- practices-of-fair-disclosure. pdf
3	Code of Conduct for Prohibition of Insider Trading	https://www.aveerfoods.com/ pdf/policies/code-of-conduct- inside-training.pdf
4	Code for Independent Director	https://www.aveerfoods. com/pdf/policies/code-for- independent-directors.pdf
5	Prevention of Sexual Harassment Policy at Workplace	https://www.aveerfoods.com/ pdf/posh-policy/posh-policy. pdf
6	Whistle Blower Policy	https://www.aveerfoods.com/ pdf/investors-policies/whistle- blower-policy.pdf
7	Nomination and Remuneration Policy	https://www.aveerfoods. com/pdf/investors- policies/nomination-and- remuneration-policy.pdf

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:

During the year under Report the Company has revised the
Anti-sexual Harassment Policy and also complied with the
provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
constituted an ''Internal Complaints Committee'' to ensure
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During
the Year under Report, there was no instance of Sexual
Harassment of Women at Workplaces.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS,
COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY''S OPERATIONS:

There are no significant and material orders passed by the
Regulators or Courts or Tribunals that would impact the going
concern status of the Company and its future operations.

31. SECRETARIAL STANDARDS:

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.

32. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There is no application made by the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC]
nor there are any proceeding pending under IBC.

33. DETAILS OF VALUATION DONE BY THE COMPANY
IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014:

This Clause is Not Applicable to the Company.

34. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2)
of the Companies Act, 2013 does not apply as the company
was not required to transfer any amount or the shares to the
Investor Education Protection Fund (IEPF) established by
the Central Government of India.

35. RECONCILIATION OF DEMAT ESCROW ACCOUNT:

The Company has opened ''Aveer Foods Limited-Physical
Unclaimed Securities Escrow Account'' to which the Equity
Shares allotted by the Company to the erstwhile shareholders
of Chordia Food Products Limited (CFPL) are credited on
Demerger of Food Division of CFPL.

Following is the reconciliation of the said Demat Escrow
Account for the period ended on March 31, 2025.

Opening Balance, April 1, 2024		Details of shareholders for whom the shares are credited to their respective Demat Accounts during the year		Closing Balance as on March 31, 2025
No. of	No. of	No. of	No. of	No. of	No. of
shareholders	Shares held	shareholders	Shares held	shareholders	Shares held
1857	2,80,802	30	5730	1827	2,75,072

36. 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:

The requirement to disclose 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, is not applicable.

37. DIRECTOR''S RESPONSIBILITY STATEMENT:

Directors'' Responsibility Statement prepared pursuant to the
provisions of Section 134(5) of the Companies Act, 2013, is
furnished below as required under Section 134(3)(c):-

Directors state that:-

a) In the preparation of the Annual Accounts for the
financial year ended March 31, 2025 the applicable
Accounting Standards have been followed and there
were no material departures;

b) Accounting Policies as mentioned in Part-B to the
Financial Accounts have been selected and applied
consistently. Further judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the Profit of the
Company for the financial year ended on that date;

c) 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;

d) The Annual Financial Statements have been prepared
on a going concern basis;

e) Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.

38. CAUTIONARY STATEMENT:

Statements in this Report, particularly those which relate
to management discussion and analysis, describing
the Company''s objectives, projections, estimates and
expectations may constitute âforward looking statementsâ
within the meaning of applicable laws and regulations. Actual
Results might differ materially from those either expressed
or implied.

39. APPRECIATION:

Your Directors wish to place on record their sincere
appreciation of the continued support from the Company''s
Bankers, valued Customers, Distributors, Suppliers of the
Company.

The Directors are also thankful to the officials of the
Government of India, State Governments, Local Authorities
for their continued help and timely assistance extended to
the Company.

By Order of the Board of Directors
For Aveer Foods Limited

Rajkumar H. Chordia

Chairman

Date: - August 13, 2025 [DIN:00058185]

Place: Plot No. 55/ A/ 5 6
Hadapsar Industrial Estate,

Hadapsar, Pune- 411013

Mar 31, 2023

The Directors have pleasure in presenting the 4^th Annual Report which is the 1^st Annual Report after the equity shares of the Company

are Listed with BSE Ltd, together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March 2023.

1. HIGHLIGHTS OF EVENTS OCCURRED DURING THE FINANCIAL YEAR UNDER REPORT:

a) During the Financial Year under Report, the Hon''ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Demerger vide its Order dated 1^st July, 2022 for Demerger of Food Division of Chordia Food Products Limited [CFPL] into Aveer Foods Limited [AFL/Company]. Accordingly, the Food Business of CFPL was demerged into the Company w.e.f. 20^thJuly, 2022.

b) The Company was a 100% Subsidiary of CFPL. The Company ceased to be the subsidiary of CFPL w.e.f. 20^th July, 2022.

c) Pursuant to the Scheme of Demerger, the shareholders as appearing in the Register of Members on Record Date i.e. 4^thAugust, 2022 of CFPL were allotted 1 (One) Equity share of '' 10/- each fully paid up in the Company for every 1 (One) Equity Share of '' 10/- each fully paid up held in CFPL. The said Equity Shares were allotted on 4^th August, 2022.

The shareholders of CFPL who were holding their shares in Demat form on the Record Date i.e 4^th August, 2023 were allotted shares of the Company in Demat Form and were credited to their respective Demat accounts. The shareholders of CFPL who were holding shares in physical mode, as on record date, the shares allotted to them are credited to ''Aveer Foods Limited-Physical Unclaimed Securities Escrow Account''. The shareholders who have not yet intimated the details of the Demat Account held by them are requested to inform the same immediately so that the shares held in suspense can be credited to their respective Demat Accounts.

d) Pursuant to the Scheme of Demerger, the Equity Shares of the Company were automatically listed on the BSE Ltd., on 6^thOctober 2022 and the trading approval for the said shares was received on 4^th January 2023.

2. HIGHLIGHTS OF EVENTS OCCURRED AFTER THE CLOSE OF FY 2022-2023 TILL THE DATE OF THIS REPORT:

a) Pursuant to Clause 9.10 of the Scheme of Demerger duly approved by Hon''ble NCLT, Mumbai Bench vide its Order dated 1^stJuly, 2022 the holding of shareholders of Pradeep Chordia family (PHC Group) as mentioned in the said clause was required to be brought down to 5% of the total shareholding of the Company. Accordingly, PHC Group transferred their shares to Rajkumar Chordia family (RHC Group) by way of Gift as an Inter Se Transfer amongst Promoters. Post Inter-se transfer of shares in the Company, the holding of the Promoters of RHC Group is 67% and that of PHC Group is 5%.

b) Pursuant to Clause 9.12 of the Scheme of Demerger duly approved by Hon''ble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the shareholders of PHC Group are to be reclassified from Promoter/Promoter Group category to Public Category. Additionally, Dr. Pravin Chordia, the member of Promoter/Promoter Group has voluntarily applied to the Company vide his Intimation letter dated 10^th August, 2023 for reclassification from Promoter/Promoter Group category shareholder to Public Category shareholder. Accordingly, necessary Resolution for reclassification of Promoters of PHC Group and Dr. Pravin Chordia, from Promoter/Promoter Group category shareholders to Public Category shareholders is recommended for your approval.

3. FINANCIAL RESULTS:

During the financial year under report, the Scheme of Arrangement between Chordia Food Products Limited [Demerged Company] and Aveer Foods Limited [Resulting Company] and their respective shareholders has been sanctioned by the Hon''ble National Company Law Tribunal [NCLT] Mumbai Bench on 1^st July, 2022 and the Scheme became effective w.e.f. 20^th July 2022.

Therefore, pursuant to the provisions of Clause 2.7 of the said Scheme of Arrangement the Investment of Chordia Food Products Limited held in the equity shares of the Company has been cancelled and extinguished. Consequently, the holding-subsidiary relationship between Chordia Food Products Limited and Aveer Foods Limited has been extinguished and both the entities have started working independently. The Appointed Date for the said Scheme was 1^st April, 2020 and the Company has restated its Financial Statements for the FY 2020-2021 and FY 2021-2022 and the same are available on the website of the Company at www.aveerfoods.com and on the website of BSE Ltd.

The Financial Statements for the financial year ended 31^st March, 2023 are presented by the company after giving effect to the aforesaid Scheme of Arrangement in accordance with the accounting treatment prescribed in the Scheme and relevant accounting standards.

Particulars	2022-23 (Rs. in Lakh)	2021-22 (Rs. in Lakh)
Sales & Other Income	9,763.66	7,918.31
Profit before Depreciation & Interest	346.88	(351.67)
Less: Depreciation	132.37	95.65
Interest/Finance cost	112.24	50.31
Profit before Tax	102.27	(497.63)
Less: Provision for Taxation	-	-
Profit after Taxation for the Year	102.27	(497.63)

4. COMPANY''S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Financial and Present Performance:

During the year under review, the Revenue from Operations of the Company was '' 9,759.98 Lakh as against '' 7,917.76 Lakh of the previous year. The Company has earned a Profit of '' 102.27 Lakh, after depreciation, interest and tax against a loss of '' 497.63 Lakh in the previous year.

Industry Structure, Development, Opportunities and OutlookA. Government Initiatives:

The Governments both Central and State are focusing on development of preservation of Agro Products and the main thrust is for processing of more and more agro cultivation. The Indian Government supported the private sector investment in agricultural and allied sectors to enhance value addition.

B. Company Overview:

During the year under review, after the Scheme became effective the Company started to carry forward the business of the Food Division independently. The Company is mainly engaged in the food processing Industry which is showing remarkable growth. The main revenue of the Company is from products like Pickles, Ketchups, Sauces, Chutneys and handmade & machine made Papad.

We are pleased to present the overall function-wise evaluation of the performance of the Company as follows:

Sales & Marketing:

> The Company has maintained its preferred position in the pickle product category. In the other important product categories of Thecha and Papad, the Company has registered healthy volume growths in FY 2022-2023.

> The Company enjoys a strong distribution footprint and its products are now present in 60% of the outlets in Maharashtra. The Company continues to stay focused on the twin objectives of growing its distribution footprint and also continually expanding its product offerings.

> The strong growth in Papad category was achieved by increasing the distribution footprint from 18% to 40%.

Product Development:

After receiving an overwhelming response to âThechaâ the Company introduced âSchezwan chutneyâ a universally appealing product which is not only preferred by the young generation but by all age groups.

Information Technology:

The Company has implemented SAP and other applications such as SFA (Sales Force Automation) and DMS (Distributor Management Service) and continues to leverage its core strengths in multiple functions to embark on sustainable high-growth performance.

Human Resources:

Human capital is being enhanced at the middle management and junior levels in key functions so as to cope up the future growth journey.

Internal Control & Finance:

The Company has improved decision-making on the basis of Finance functional support and MIS resulting in improved performance. The Company has a secured system of internal controls which works together with internal financial controls that are repeatedly administered by the management. The internal control system shows proficiency in operations, make the best use of resources and adhere with all applicable laws and regulations. Key controls are examined during the year and restorative and precautionary actions are taken for any fault. Internal audits are organized systematically by designated audit teams.

C. Risk & Mitigation:

The Company is in the process of identifying the risks involved in the business and try to mitigate those risks as follows:

1) Demand risk:

The food processing sector is an extension of Agri-Sector. Both are interdependent on each other for its progress. The developments in the food processing sector have created a demand in the fruits and vegetables segment of AgriSector. In this modern era, the consumer demands and tastes have been varied due to changing lifestyles, change in the customer tastes and priorities and they have become more health conscious.

2) Environmental risk:

Due to the changing environment, erratic atmosphere and weather conditions, the agricultural sector has seen a setback over past few years. The procurement of quality raw material at the right time and right price has become a difficult task, which results into rise in raw material costs which could affect the competitiveness and margins.

Mitigation:

The Company keeps track of decisive and bulk purchases and its reliable distribution network has enabled it to maintain uninterrupted availability of raw materials at predetermined costs.

3) Competition risk:

Competition in Food Industry is very strong and tough, as it covers International Players as well as Players from Organized and Unorganized Sector. It is difficult to balance the marketing and pricing strategies, because of the product range and volumes the International Players are dumping in the market and the low prices that are offered by the Unorganized Sector.

The ever increasing prices and scarcity of quality Raw Material also matters the financial performance of the Company, as the Prices of the Products marketed by the Company are market driven and there is hardly any chance to fix the Prices on its own.

Mitigation:

To match with the fast growing technical developments, the Company is also upgrading itself with new developed manufacturing techniques and is upgrading its manufacturing processes and production infrastructure. In the processed Food Industry, ''Packaging'' is also a vital part. The Company is giving utmost thrust and importance to the packaging whereby the shelf life of the products is improved as well it attracts the attention of the Customers

D. Opportunities & outlook:

> The Company''s objective is to achieve volume growth.

> The Company has focused to increase and strengthen the distribution coverage from 60 % to 80% outlets within Maharashtra

> To give further impetus to our EBITDA growth.

> The Company has planned to focus on launching products in other states also focused on entering new high-growth products to cater to the tastes of new generation.

Cautionary Statement:

Statements in this Report, particularly those which relate to management discussion and analysis, describing the Company''s objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.

5. KEY FINANCIAL RATIOS:

Details of significant changes, (i.e., change of 25 percent or more, as compared to the immediately previous Financial Year) in Key Financial Ratio, along with detailed explanation thereof: -

Particulars	As at 31^s1March 2023	As at 31^s1March 2022	% Change in Ratio
Current Ratio	1.43	1.35	5.92
Debt-Equity Ratio	0.49	0.81	(39.50)
Debt Service Coverage Ratio	3.09	(6.99)	(144.20)
Return on Equity Ratio	0.06	(0.33)	(118.18)
Trade Receivables turnover ratio	46.09	15.57	196.01
Trade Payable turnover ratio	7.38	7.02	5.12
Net capital turnover ratio	11.28	8.93	26.31
Net profit ratio	1.05	(6.28)	(116.72)
Return on Investments	0.06	(0.33)	(118.18)
Return on Capital employed	0.09	(0.16)	(156.25)
Inventory Turnover Ratio	2.18	2.40	(9.16)

Notes:

1. As a result of decrease in the Cash Credit Facility, the Debt Equity Ratio has decreased.

2. There was an improvement in the Debt Service Coverage Ratio, Return on Equity Ratio, Net Profit Ratio, and Return on

Investment during the year as the company earned profits after tax of ''102.27 lakh compared to the loss of ''497.63 lakh in the previous year.

3. Turnover of Trade Receivables improved as the company realized substantial amount from its customers, resulting in a reduction of Trade Receivables from '' 413.52 lakh to '' 10 lakh.

4. As a result of the increase in sales turnover, the net capital turnover ratio improved.

5. As a result of an increase in EBIT, the company''s Return on Capital Employed ratio improved.

6. TRANSFER TO RESERVES:

Your Company has not proposed to transfer any amount to the General Reserve. An amount of ''102.27 Lakh is proposed to be retained in the Profit and Loss Account.

7. DIVIDEND:

The Company wishes to apprise its shareholders that, despite its strong operational performance during the financial year ended 31^st March, 2023 the Board of Directors do not recommend dividend on equity shares for the Financial year 2022-23, considering the accumulated losses.

8. DIRECTORS:

Pursuant to the Articles of Association and the Composition of the Board of Directors, the Promoter Directors of the Company viz., Mr. Rajkumar Chordia, Mr. Vishal Chordia and Mr. Anand Chordia and an employee Director Mr. Bapu Gavhane are liable to retire by rotation.

In accordance with provisions of Section 152 of Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Rajkumar Chordia [DIN: 00058185], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Necessary resolution for appointment of Mr. Rajkumar Chordia as a Director, is recommended for your approval.

Mr. Vijaykumar Kankaliya, Mr. Rajendra Lunkad, Mr. Ritesh Mehta, Dr. Ajitkumar Mandlecha are the Independent Directors of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 29^th June, 2027 not liable to retire by rotation.

Mrs. Samruddhi Mehta is an Independent Woman Director of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 14^th July, 2027 not liable to retire by rotation.

9. PUBLIC DEPOSITS:

During the Financial Year 2022-2023, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide notification dated 22^nd January, 2019 read with further notification dated 30^th April, 2019 required the Companies to file return of Deposits or Particulars of Transactions not considered as Deposit. The Company has complied with the said notification.

10. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

11. LISTING FEES:

The Company got listed on BSE Ltd on 6^th October 2022 and the trading of the securities of the Company has been commenced on 6^th January 2023. The Company has paid the Annual Listing Fees for the financial year 2023-2024 to BSE Limited, where your Company''s shares are listed.

The Scrip Name allotted by BSE Ltd., to the Company is ''Aveer'' and the Scrip Code is 543737.

The ISIN allotted to the Company is INE09BN01011.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

Pursuant to the Scheme of Arrangement the Investment made by Chordia Food Products Limited in the equity shares of the Company has been cancelled and consequently, the Company ceased to be the 100% Subsidiary Company of CFPL.

13. EXTRACT OF ANNUAL RETURN:

The furnishing of the details in Form MGT-9- Extract of Annual Return and attaching the same to the Directors Report in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is dispensed with vide notification dated 5^th March, 2021 issued by the Ministry of Corporate Affairs. Accordingly, the same is not attached herewith.

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended, copies of Annual Returns filed with the MCA are available at the website of the Company viz. www.aveerfoods.com and the Annual Return for the Financial Year 2022-2023 will be uploaded at the website of the Company after filing with the MCA.

14. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under report Fourteen (14) Board Meetings were convened and held, including one Independent Directors meeting. The meeting of Independent Directors was held on 28^th March 2023. The details of the said Meetings held are as detailed below: -

Sr. No	Date of Board Meeting	Number of Directors on the date of Board Meeting	Number of directors who attended the Board Meeting	% of attendance
1.	18^th April, 2022	3(¹)	3	100
2.	27^th May, 2022	3(¹)	3	100
3.	18^th June, 2022	3(¹)	3	100
4.	8^th July, 2022	7	7	100
5.	11^th July, 2022	7	7	100
6.	20^th July, 2022	9	9	100
7.	4^th August, 2022	9	9	100
8.	11^th August, 2022	9	9	100
9.	31^st October, 2022	9	9	100
10.	11^th November, 2022	9	9	100
11.	21^st November, 2022	9	8	88
12.	1^st December, 2022	9	8	88
13.	13^th February, 2023	9	9	100
14.	28^th March, 2023	5	5	100

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

Directors'' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2023 the applicable Accounting Standards have been followed and there were no material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Accounts have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Profit of the Company for the financial year ended on that date;

c) 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;

d) The Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations under Section 149( 7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. AUDITORS AND AUDITORS'' REPORT

a) Internal Auditor:

After the listing & trading commencement of the Company on BSE Ltd, the Company has appointed Mr. Nisarg Shah Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2022-2023 pursuant to the provisions of Section 138 of the Companies Act, 2013.

He has conducted Internal Audit for the financial year ended on 31^st March, 2023 and submitted the periodical Internal Audit Reports to the Audit Committee. The said Reports have been reviewed by the Statutory Auditors and the Board of Directors.

b) Statutory Auditors:

M/s. Bharat H Shah & Associates Chartered Accountant was appointed as the Company''s Statutory Auditor and his term of appointment is valid till the conclusion of 6^th Annual General Meeting to be held in the year 2025.

The Auditor''s Report to the Shareholders for the year under review does not contain any qualifications.

No frauds have been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in Board''s Report.

c) Secretarial Audit:

Ghatpande and Ghatpande Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit for FY 2022-2023.

The Secretarial Audit Report is annexed herewith as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

d) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

a) During the financial year under review, the Company has not extended any Loans, Guarantees to any other Individual or entities under Section 186 of the Companies Act, 2013.

b) Details of Investments in Equity Shares made by the Company as on 31^st March, 2023 (including Investments made in the previous years) in unquoted Shares are as under:-

Name of Entity	Amount as at 31^st	Amount as at 31^st
	March, 2023	March, 2022
	('' in Lakh)	('' in Lakh)
Unquoted
Vishweshar Sahakari Bank Ltd.	1.69	1.69
TOTAL:	1.69	1.69

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of Contracts or Arrangements entered into by the Company with Related Parties have been done at Arm''s Length and are in the ordinary course of business.

The Particulars of the transactions so entered in to with Related Parties have been provided in Form No. AOC -2 attached herewith as Annexure II.

20. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF THE REPORT AND SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

The material changes and commitments between the date of the balance sheet and the date of the report are reported in Point No. 2 of this Report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy and Technology Absorption:

a) The Company''s operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/ operations. The Company has setup a Research and Development Centre whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the year was '' Nil.

C. Reporting under Environmental, Social and Governance under BRSR Framework:

The Company has started taking the initiative voluntarily for implementing various aspects under the Environmental, Social, and Governance pillars for an organization under Business Responsibility and Sustainability Reporting Framework.

The Company has set certain targets as follows to achieve Environmental, Social & Governance growth:

1) To reduce Carbon emissions and to initiate the Carbon Footprint mapping across all the units of the organization.

2) To implement waste auditing and waste management policies for all types of Industrial Waste.

3) To minimize freshwater usage and recycle processed water within factories maintaining zero liquid discharge.

4) To implement and carry out Health & Safety Awareness Programmes at all units of the organization.

To achieve the decided targets the management has started implementing the action plan across the organization with respect to:

Environmental Pillar:

a) Waste Management: Proper segregation and disposal of organic and inorganic waste as well disposing e-waste and hazardous waste with authorized recyclers.

b) Water Recycling Projects: Using the treated effluent for gardening and recycling the process water wherever possible resulting to reduced freshwater usage.

c) Energy Management: Switching towards clean-renewable energy and using biomass instead of fossil fuels resulting to less carbon emission.

Social Pillar:

a) Health & Safety: Ensuring human and machine safety by various projects viz. Electrical Safety by Residual Current Circuit Breaker(RCCB), Emergency Switch, Water-proof On Off starter and Machine safety by using engineering techniques.

b) HR Policies: Various activities conducted for Employees wellbeing to maintain work life balance, mental and physical health and family engagement activities.

22. RISK MANAGEMENT POLICY:

Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies. The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

Hence at present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and studies the Business Risks involved.

23. NOMINATION AND REMUNERATION POLICY:

The Company has constituted a Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The said Nomination & Remuneration committee at present is constituted as under: -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent Director

2) Dr. Ajitkumar Mandlecha- Member- Independent Director

3) Mr. Rajendra Lunkad- Member- Independent Director

4) Mr. Ritesh Mehta- Member- Independent Director

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company.

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees.

26. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review the holding subsidiary relationship between Chordia Food Products Limited and Aveer Foods Limited has been extinguished and both the entities have started working independently. Apart from this, there is no change in the nature of business.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL [KMP] WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR

Directors appointed/ceased during the financial Year:

Sr. No.	Name of Directors/KMP	Designation	Date of Appointment/ Change in Designation
1	Mr. Rajkumar Chordia	Chairman- Non Executive Director	11^th April, 2019
2	Mr. Vishal Chordia	Managing Director- Strategy, Marketing & Finance	Change in Designation from Director to Managing Director -15^th July, 2022
3	Mr. Anand Chordia	Managing Director-Product Development Innovation & Technology	Change in Designation from Director to Managing Director 15^th July, 2022
4	Mr. Vijaykumar Kankaliya	Independent Director	30^th June, 2022
5	Mr. Rajendra Lunkad	Independent Director	30^th June, 2022
6	Dr. Ajitkumar Mandlecha	Independent Director	30^th June, 2022
7	Mr. Ritesh Mehta	Independent Director	30^th June, 2022
8	Mrs. Samruddhi Mehta	Woman Independent Director	15^th July, 2022
9	Mr. Bapu Gavhane	Whole Time Director	15^th July, 2022
10	Mr. Bapu Gavhane	Appointed as CFO	11^th July, 2022
11	Mr. Bapu Gavhane	Resigned as CFO	13^th February, 2023
12	Mr. Dharmendra Tulshyan	Chief Financial Officer	13^th February, 2023
13	Mrs. Tejashree Wagholikar	Company Secretary & Compliance officer	20^th July, 2022

28. COMPOSITION OF COMMITTEES

a) Audit Committee:

The Company has constituted an Audit Committee in terms of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The said Audit committee at present is constituted as under: -

1) Mrs. Samruddhi Mehta.- Chairperson - Independent Director

2) Mr. Vijaykumar Kankaliya- Member- Independent Director

3) Dr. Ajitkumar Mandlecha- Member- Independent Director

4) Mr. Rajendra Lunkad- Member- Independent Director

5) Mr. Ritesh Mehta- Member- Independent Director

6) Mr. Bapu Gavhane- Member- Executive Director

b) Stakeholder Relationship Committee:

The Company has constituted Stakeholder Relationship Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015. The said Stakeholder Relationship Committee at present is constituted as under:-

1) Mr. Vijaykumar Kankaliya- Chairman- Independent Director

2) Dr. Ajitkumar Mandlecha, - Member- Independent Director

3) Mrs. Samruddhi Mehta- Member- Independent Director

4) Mr. Rajendra Lunkad- Member- Independent Director

5) Mr. Bapu Gavhane- Member- Executive Director

29. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder are annexed as an Annexure III of this report.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS:

The Company has not received any orders from any regulator, court & tribunals other than those mentioned above approving the Scheme of Demerger of Food Division of Chordia Food Products Limited [CFPL] into Aveer Foods Limited [AFL] by Hon''ble NCLT, Mumbai Bench.

31. CASH FLOW:

The Cash Flow Statement for the financial year ended 31^st March 2023 is attached to the Financial Statements.

32. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to those Companies whose paid up equity share capital does not exceed '' Ten Crore and net worth does not exceed '' Twenty Five Crore, as on the last day of the previous financial year.

As the Company is not complying with the said criteria, the Corporate Governance is not applicable to the Company and accordingly the Company has not furnished the Corporate Governance Report and the Compliance Certificate of CEO/Managing Director in terms of SEBI Listing Regulations, 2015.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

During the year under Report the Company has in place Anti-sexual Harassment Policy and also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an ''Internal Complaints Committee'' to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment at all the administrative units and offices. During the Year under Report, there was no instance of Sexual Harassment of Women at Workplaces.

34. SECRETARIAL STANDARDS:

During the year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

35. STATEMENT REGARDING INDEPENDENT DIRECTORS:

The Board of Directors is of the opinion that the Independent Directors including the Independent Director appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

36. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

37. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

This Clause is Not Applicable to the Company.

38. APPRECIATION:

Your Directors wish to place on record their sincere appreciation of the continued support from the Company''s Bankers, valued Customers, Distributors, Suppliers of the Company.

The Directors are also thankful to the officials of the Government of India, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.

4 Independent Directors were appointed on 30^th June, 2022 and Mrs. Samruddhi Mehta, Independent Woman Director was appointed on 15^th July, 2022. Therefore, for the first three Board Meetings, only the Promoter Directors were present.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

IFSC Code
Currency

More Information on Aveer Foods Ltd.

Aveer Foods Ltd. Tools
Bulk Deals
Aveer Foods Ltd. Company Details
Company Profile
Company History
Management Team
Capital Structure
Product Mix
Banker/Auditor/Registrar
Company History
BSE Price History
Aveer Foods Ltd. Key Financial Ratios
Ratios
Aveer Foods Ltd. Results
Quarterly Results
Half Yearly Results
Nine Months Results
Annual Results
Aveer Foods Ltd. Financial Data
Audited Results
Cash Flow
Balance Sheet
Aveer Foods Ltd. Reports
Accounting Policies
Auditors Report
Directors Report
Notes To Account
Aveer Foods Ltd. Corporate Announcements
Book Closure
Dividend
Board Meetings

Notifications

Settings

Clear Notifications

Notifications

Use the toggle to switch on notifications

Block for 8 hours
Block for 12 hours
Block for 24 hours
Don't block

Gender

Select your Gender

Age

Select your Age Range

Sign Out

Directors Report of Aveer Foods Ltd.

1. FINANCIAL HIGHLIGHTS:

2. TRANSFER TO RESERVES:

3. DIVIDEND:

4. HIGHLIGHTS OF EVENTS OCCURRED TILL THE DATE

OF THIS REPORT:

SHARE CAPITAL:

5. COMPANY''S AFFAIRS, PERFORMANCE ANDMANAGEMENT DISCUSSION & ANALYSIS REPORT:

FINANCIAL AND PRESENT PERFORMANCE:

INDUSTRY STRUCTURE, DEVELOPMENT, & FOCUSAREAS:

5.1 Industry Trends:

5.2 Government Focus on Agro-Processing andInvestment Promotion:

5.3 Business Overview:

> Information Technology:

> Human Resources:

> Internal Control & Finance:

> Quality Assurance:

5.4 Risk & Mitigation:

Opportunities & outlook:

6. KEY FINANCIAL RATIOS:

Explanation for change in ratios by more than 25%:

7. BOARD OF DIRECTORS:

KEY MANAGERIAL PERSONNEL:

8. DETAILS OF BOARD MEETING:

9. BOARD EVALUATION:

10. DECLARATION BY INDEPENDENT DIRECTORS:

11. COMPOSITION OF COMMITTEES:

a) AUDIT COMMITTEE:

b) NOMINATION AND REMUNERATION COMMITTEE:

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

13. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

14. HOLDING COMPANIES, SUBSIDIARY COMPANIES ANDASSOCIATE COMPANIES:

15. EXTRACT OF ANNUAL RETURN:

16. AUDITORS AND AUDITORS'' REPORT

a) Internal Auditor:

b) Statutory Auditors:

c) Secretarial Audit:

d) Cost Audit:

REPORTING OF FRAUDS BY AUDITORS:

18. PUBLIC DEPOSITS:

19. PARTICULARS OF LOANS, GUARANTEES ORINVESTMENTS UNDER SECTION 186:

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

22. CORPORATE GOVERNANCE:

23. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

24. PARTICULARS OF EMPLOYEES:

B. Foreign Exchange Earnings and Outgo:

26. Environment, Social and Goveranance Updates

Environmental Responsibility:

â¢ Clean Energy Use:

â¢ Waste to Wealth:

â¢ Water Management:

Social Responsibility:

â¢ Environmental Awareness:

â¢ Workforce Management:

â¢ Community Engagement through SevaInitiatives:

ESG Outlook & Future Initiatives

UN Sustainable Development Goals (SDG) Alignment

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

28. BOARD POLICIES

31. SECRETARIAL STANDARDS:

32. PROCEEDINGS UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016:

34. TRANSFER TO INVESTOR EDUCATION ANDPROTECTION FUND (IEPF):

35. RECONCILIATION OF DEMAT ESCROW ACCOUNT:

37. DIRECTOR''S RESPONSIBILITY STATEMENT:

38. CAUTIONARY STATEMENT:

39. APPRECIATION:

Rajkumar H. Chordia

More Information on Aveer Foods Ltd.

Aveer Foods Ltd. Tools

Aveer Foods Ltd. Company Details

Company History

Aveer Foods Ltd. Key Financial Ratios

Aveer Foods Ltd. Results

Aveer Foods Ltd. Financial Data

Aveer Foods Ltd. Reports

Aveer Foods Ltd. Corporate Announcements

5. COMPANY''S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT:

INDUSTRY STRUCTURE, DEVELOPMENT, & FOCUS
AREAS:

5.2 Government Focus on Agro-Processing and
Investment Promotion:

14. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES:

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

â¢ Clean Energy Use:

â¢ Waste to Wealth:

â¢ Water Management:

â¢ Environmental Awareness:

â¢ Workforce Management:

â¢ Community Engagement through Seva
Initiatives:

32. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

34. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):