Anjani Foods Ltd Directors Report

Dear Shareholders,

Your Directors hereby present the 41st Annual Report of Anjani Foods Limited together with the Audited Statement of Accounts and

the Auditors Report for the financial year ended, 31st March, 2025. The summarized financial results for the year ended 31st March, 2025 are as under:

FINANCIAL RESULTS

Particulars	Consolidated	Standalone	Consolidated	Standalone
	31-03-2025	31-03-2025	31-03-2024	31-03-2024
Total income	5,982.69	5,353.61	5,166.25	4,634.51
Operating profit before interest, depreciation and tax	455.70	433.55	419.00	402.35
Interest and financial charges	76.90	74.54	66.67	62.67
Depreciation	200.74	166.24	174.27	139.16
Profit before taxation	178.06	192.77	178.06	200.52
Provisions for taxation	42.37	43.04	55.14	57.43
Profit / (Loss) after taxation	133.70	149.73	122.92	143.11
Transfer to general reserves	-	-	-	-
Provision for dividend	-	-	-	-
Provision for dividend tax	-	-	-	-
Other Comprehensive Income	0.95	(0.89)	2.10	1.69
Balance carried to Balance Sheet	134.65	148.84	125.02	144.80

REVIEW OF OPERATIONS

During the year 2024-25, the total income of your Company increased to Rs. 5,353.61 lakhs as compared to Rs. 4,634.51 lakhs in the previous year. Net profit before tax for the period is Rs. 192.77 lakhs as compared to Rs. 200.52 lakhs in the previous year. Net earnings after tax and comprehensive income is Rs. 148.84 lakhs as compared to Rs. 144.80 lakhs in the previous year.

During the year under review, the Company remained steadfast in its focus on two key priorities:

i. Ensuring the safety and well-being of employees and all other stakeholders, and

ii. Maintaining the uninterrupted availability of high-quality products that form a part of daily essentials in our areas of operation.

The Board of Directors wishes to place on record its sincere appreciation to

the Companys employees, suppliers, customers and government authorities for their trust and support in the Company. The ownership, commitment and responsiveness demonstrated by all our stakeholders have served as a true testament to the performance of the Company during the year .

Looking ahead, the Company will continue to assess long-term business opportunities and take all necessary steps to adapt proactively to emerging shifts in consumer needs, tastes and expectations, thereby maintaining loyalty while also attracting new customers.

DIRECTORS RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

(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; and

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER SECTION 134 OF THE

COMPANIES ACT, 2013

1. State of affairs of the company:

The company operates in the food and beverages (F&B) sector. During 2024-25, the companys total income increased by an appreciable level, as reflected in its financial results. Despite a challenging environment, the company was also able to expand its net profit during the year.

The company operates

through two segments:

• “Retail”, where bakery outlets are operational in various parts of the city of Visakhapatnam and Students Cafe outlets in Bhimavaram and Hyderabad, and

• “Distribution & Modern Trade”

comprising our supply chain where our products are delivered to rural districts of Andhra Pradesh, namely Visakhapatnam, Kakinada, Vijayanagaram, Bhimavaram, East Godavari and West Godavari.

The company aims at diversifying and penetrating new markets in other states with better quality products in the coming years.

2. Future plan of action

In response to the rising demand for bakery products in its area of operation, the Company has strategically expanded its manufacturing capacity to better serve the surrounding markets. A new state-of-the-art production unit has been established near Peddapuram, Andhra Pradesh, which commenced operations during the year. The facility is equipped with automated systems that ensure high-volume, consistent and efficient production. In alignment with its growth strategy, the Company also plans to launch 10 new retail bakery outlets across Andhra Pradesh in the current financial year to strengthen its market presence and customer reach.

A centralized kitchen setup has also been established in Hyderabad along with cold chain storage facility that allows to stock production that can be delivered just-intime as per requirements.

Going forward, Management has decided to sharpen its focus on product distribution, on-time delivery, product availability in the market and consumer satisfaction.

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

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

4. Dividend:

The Directors have not recommended any dividend for the year.

5. Share Capital:

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

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

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

6. Deposits:

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

7. Number of meetings of the Board:

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

S. No.	Date of meeting	Total no. of Directors on the date of meeting	No. of Directors attended	% of attendance
1.	29.05.2024	7	7	100.00
2.	13.08.2024	7	4	57.14
3.	13.11.2024	8	4	50.00
4.	11.02.2025	8	8	100.00
5.	10.03.2025	8	4	50.00

Directors attendance:

S. No.	Name of the Director	Total no. of meetings	No. of meetings attended	% of attendance
1.	Mr. K.V. Vishnu Raju	5	2	40.00
2.	Mrs. K. Anuradha Raju	5	2	40.00
3.	Mr. K. Aditya Vissam	5	5	100.00
4.	Mr. R. Ravichandran	5	5	100.00
5.	Mr. P.S. Ranganath	5	5	100.00
6.	Mr. P.S. Raju	5	2	40.00
7.	Mr. Sibi Venkataraju	3	1	33.33
8.	Mr. S.V.S. Shetty	5	5	100.00

8. Board Evaluation:

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

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and

structure, effectiveness of Board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of

Non-Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors during which the performance

of Board, its committee and individual Directors was also discussed.

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

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

Nomination and Remuneration Policy of Anjani Foods Limited

Introduction

The Remuneration Policy of Anjani Foods Limited is aligned with the compensation philosophy of its competitors which is to pay competitively and reward performance. To achieve this philosophy, total compensation is based on employees role, market value ofjob and employees contribution.

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

The policy reflects the Companys objectives for good corporate governance as well as sustained long-term value creation for shareholders.

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

1. Definitions

“Act” means the Companies Act, 2013 and Rules framed thereunder, as amended from time to time.

“Board” means Board of Directors of the Company.

“Committee” means Nomination

and Remuneration Committee

constituted by the Board.

“Directors” mean Directors of the Company.

“Key Managerial Personnel” means:

• ChiefExecutive Officer or the Managing Director or Manager

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• Whole-time Director

• Chief Financial Officer

• Company Secretary

• Such other officer as may be prescribed

by the Companies Act, 2013

“Executive Directors” mean Managing Director/Jt. Managing Director and Whole-time Director, if any.

“Senior Management” means personnel of the company who are members of the senior leadership, typically vice president or equivalent and higher position levels.

2. Guiding Principle

The guiding principle is that the remuneration and the other terms of employment should effectively help in attracting and retaining talented employees. While designing remuneration packages, industry best practices, cost of living and potential of employees are also taken into consideration.

3. Policy relating to the remuneration for Whole-time Director, KMPs and senior management personnel

3.1. General:

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

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

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Directors may be recommended by the Committee to the Board which should be within the slabs approved by the shareholders.

3.2. Where any insurance is taken by the Company on behalf of its Directors, Executive Directors, Whole-time Directors, Chief Executive Officer, Chief Financial Officer, Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to such personnel.

4. Remuneration to Executive Directors,

KMPs and senior management

personnel:

1. Pay and allowances:

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

2. Minimum remuneration:

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

3. Provisions for excess remuneration:

I f any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sum in excess of the limits prescribed under the Act or without the sanction of the Central Government, where required, he/she shall refund such sums to the Company and

until such sum is refunded, hold it in trust for the Company. The Company shall not waive recovery of such sum refundable to it unless permitted by the Central Government.

5. Remuneration to Independent Directors:

a. Remuneration/Commission:

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

a) Sitting Fees:

Independent Directors may receive remuneration by way of fees for attending meetings of the Board or Committee thereof provided that the amount of such fees shall not exceed the amount fixed by the Board from time to time.

b) Commission:

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

c) Stock Options:

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

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

6. Disclosure of information

Information on the total remuneration of members of the Companys Board of Directors, Whole-time Directors and KMPs/senior management personnel may be disclosed in the Companys

annual financial statements/Annual Report as per statutory requirements.

7. Application of the Remuneration Policy

The Remuneration Policy shall continue to guide all future employment of Directors and senior management including Key Managerial Personnel.

8. Performance evaluation criteria for Independent Directors:

The Board of Directors evaluates the performance of Independent Directors on a yearly basis.

a. All pecuniary relationship or

transactions of the non-executive directors

The Company has not paid any amount as sitting fees for attending

Board meetings of the Company during the financial year ended on March 31, 2025.

b. Disclosure with respect to remuneration:

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

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

Two meetings of the Committee were held throughout the year. The date being 28.05.2024 and 12.08.2024 which were attended by the following Committee members.

The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013. The Nomination & Remuneration Committee, as on 31 March 2025, comprised the following three (3) Non-Executive Directors:

S No.	Name	Positions held in the Committee	Number of meetings held	Number of meetings attended
1	Mr. K. Hari Babu (Up to 28.05.2024)	Chairman	1	0
2	Mr. P.S. Ranganath	Member and Chairman from 29.05.2024	2	2
3	Mrs. K. Anuradha Raju	Member	2	2
4	Mr. S.V.S. Shetty (from 29.05.2024)	Member	1	1

10. Internal Financial Control Systems and their Adequacy:

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

11. Audit Committee:

The composition, powers, role and terms of reference of the Committee are

in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements), 2015. The Audit Committee as on 31 March 2025, comprised the following four (4) Independent Directors, (1) one Managing Director and one (1) Whole-time Director.

S No.	Name	Positions held in	Number of	Number of
		the committee	meetings held	meetings attended
1.	Mr. P.S. Ranganath	Chairman	4	4
2.	Mr. K. Hari Babu (Till 28.05.2024)	Member	1	0
3.	Mr. R. Ravichandran	Member	4	4
4.	Mr. K. Aditya Vissam	Member	4	4
5.	Mr. P.S. Raju	Member	4	2
6.	Mr. S.V.S. Shetty	Member	4	4

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

i) Acting as a catalyst in helping the organization achieve its objectives

ii) The Audit Committees primary

role is to review the Companys financial statements, internal

financial reporting process,

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

code of conduct.

iii) The Audit Committee also

reviews Management letters

and the responses thereto by the Management.

iv) During the year under review, the Audit Committee held four (4) meetings, the dates of the meetings being 28/05/2024, 12/08/2024, 12/11/2024 and 10/02/2025.

Chief Financial Officer, Internal Auditors, Statutory Auditors and other Executives, as considered

appropriate, also attended the Audit Committee meetings.

Internal Audit and Control:

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

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

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

12. Stakeholders Relationship Committee:

The composition, powers, role and terms of reference of the Stakeholders Relationship Committee are in accordance with the requirements mandated under Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), 2015. The Stakeholders Relationship Committee as on 31 March 2025, comprised the following three (3) Directors. Further, 2 (Two) meetings were held throughout the year on 28.05.2024 and 12.08.2024.

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S No.	Name	Positions held in	Number of	Number of
		the committee	meetings held	meetings attended
1	Mr. K. V. Vishnu Raju	Chairman	2	2
2	Mr. R. Ravichandran	Member	2	2
3	Mr. K. Hari Babu (till 28.05.2024)	Member	1	0
4	Mr. S.V.S. Shetty (from 29.05.2024)	Member	1	1

13. The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year:

The Company has not developed and implemented any Corporate Social Responsibility policy and initiatives, as the said provisions are not applicable to the Company.

14. A statement on declaration given by independent directors under SubSection (6) of Section 149:

The provisions of Section 149(6) relating to Independent Directors have been complied with.

15. Material changes and commitments, if, any, affecting the financial position of the Company which have occurred between the end of financial year of the Company to which the financial statements relate and date of the report:

There were no material changes and commitments affecting the financial position of the Company that occurred during the financial year to which these financial statements relate on the date of this report.

16. Risk Management:

The Board of the Company regularly reviews and has adopted measures to frame, implement and monitor the risk management plan for the company. The Board is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risk indentified, if any, by the business functions are systematically

addressed through mitigating actions on a continuing basis

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

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in Note No .6.1 and 9.4 of the financial statements.

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

All transactions with related parties are at arms length and fall under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are disclosed in Note No. 35 of the standalone financial statements.

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

There was no change in the nature of the business.

20. The details of directors or key managerial personnel who were appointed or have resigned during the year:

During the period under review, the followingwere the changes in the Board of Directors and there were no changes in the Key Managerial Personnel.

1. Tenure completion of

Mr. Haribabu Kolluri as Independent Director (w.e.f. 28.05.2024)

2. Appointment of Mr. Sibi Venkataraju as Additional Director (w.e.f. 13.08.2024)

3. Re-appointment of Mr. R Ravichandran as Whole-time Director for a term of five years (w.e.f. 01.08.2024)

4. Re-appointment of Mr. K. Aditya Vissam as Managing Director for a term of five years (w.e.f. 01.08.2025)

5. Re-appointment of

Mr. Srinivasa Raju Penmetsa as Independent Director for the second term of five years (w.e.f. 30.08.2024)

6. Re-appointment of

Mr. Siroor Valagudde Shanker Shetty as Independent Director for the second term of five years (w.e.f. 30.08.2024)

7. Change in designation of Mr.SibiVenkataraju as Independent Director (w.e.f. 27.09.2024)

21. The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year:

During the year under review, the following company is the subsidiary of the company.

S.No.	Name of the company	CIN	Effective date
1.	Senta Foodwork Private Limited	U15549TG2018PTC126569	24/03/2022

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

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

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

23. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

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

24. Particulars of Employees:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given below:

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

Non-Executive Directors	Ratio to median remuneration
Mr. K.V.Vishnu Raju	Nil
Mr. S.V.S.Shetty	Nil
Mr. P.S.Raju	Nil
Mrs. K. Anuradha Raju	Nil
Mr. P. Ranganath	Nil
Mr. Sibi Venkataraju	Nil
Executive Directors	Ratio to median remuneration
Mr. Ravichandran Rajagopal	0.45:1
Mr. Kalidindi Aditya Vissam	0.55:1

b. The percentage increase in remuneration of each Director, Chief Executuive Officer, Chief Financial Officer, Company Secretary in the financial year:

Director, Chief Financial Officer, Company Secretary	% of increase in remuneration in the financial year
Mr. Kalidindi Aditya Vissam - Managing Director	NIL
Mr. Ravichandran Rajagopal - Whole-time Director	NIL
Mr. Md Ibrahim Pasha - Company Secretary	NIL
Mr. D. Venu Gopal - CFO	NIL

c. The number of permanent employees on the rolls of the company: 111

d. Percentage increase in median remuneration of employees in the financial year : Nil

e. Average percentile increase already made in the salaries of emloyees other than the managerial personnel in the last financial year and its comparision with percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The remuneration of managerial personnel has not increased during the period under review.

f. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the Remuneration Policy of the Company.

25. Disclosure as per Sexual Harassment at Work Place (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance towards sexual harassment at

workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment of in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. The policy aims to provide protection to employees and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has formed an Internal Complaints Committee and members have been emphasized on their roles and responsibilities.

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

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

The ICC, as on 31 March 2025, comprised the following three (3) members:

S No.	Name	Positions held in the committee	Designation in the company
1	Mrs. K. Anuradha Raju	Chairperson and Presiding Officer	Woman Director
2	Mrs. Sri Laxmi	Member	Dispatch Officer
3	Mr. Shanti Rao	Member	HR

26. Disclosure Requirements:

As per Regulation 27(2) of SEBI (Listing obligations & Disclosure Requirement) Rules, 2015 which came into force on 01st December, 2015, the Company is exempted to submit quarterly corporate governance reports in the BSE Listing Centre. Pursuant to Section 177(9) of the Companies Act, 2013 read with rule 7 of Companies (Meetings of Board and its Powers) Rules, the Board has adopted the Whistle Blower Policy. This policy aims towards conducting the affairs of the Company in a fair and transperant manner.

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

27. Auditors:

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

28. Reporting of Frauds by Auditors:

During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

29. Secretarial Auditors Report:

In pursuance of Section 204 of the Companies Act, 2013 read with rules made thereunder, the Board has appointed M/s D. Hanumanta Raju & Co., Practicing Company Secretaries, as

Secretarial Auditor of the Company to carry out the Secretarial Audit for the financial year 2024-25 and the report of the Secretarial Auditor is annexed as Annexure-II and the same forms a part of this report.

Clarifications on Auditor Comments in the Auditors Report:

There were no adverse remarks made by Statutory Auditors in their report.

Further, the following are the explanations to the observations made by the Secretarial Auditor in their report.

Observations:

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

Reply: The Company is in the

process of getting the shares of promoters and promoters group into dematerialized form.

30. Annual Return web link:

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

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

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

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

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

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

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

A.	Conservation of energy :	NIL
B.	Technology absorption :	NIL
C.	Foreign exchange earnings :	NIL
D.	Foreign exchange outgo :	NIL

34. Maintenance of Cost Records:

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

35. Acknowledgement:

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

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

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

Form AOC-1

(Pursuant to first proviso to Sub-Section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

PART A- Subsidiaries

S.No	Particulars	Senta Foodwork Private Limited
1.	The date since when subsidiary was acquired	24th March 2022
2.	Reporting period for the subsidiary concerned, if different from the holding companys reporting period	NA
3.	Reporting currency and Exchanger at as on the last date of the relevant Financial year in the case of foreign subsidiaries	NA
4.	Share Capital	23.50
5.	Reserves and surplus	(164.30)
6.	Total Assets	553.93
7.	Total Liabilities	413.13
8.	Investments	0
9.	Turnover	821.48
10.	Profit/(Loss) before taxation	(16.70)
11.	Provision for taxation	(0.66)
12.	Profit/(Loss) after taxation	(16.04)
13.	Proposed Dividend	0
14.	Extent of shareholding (in percentage)	51%

The following information shall be furnished:

1. Names of subsidiaries which are yet to commence operations-NIL

2. Names of subsidiaries which have been liquidated or sold during the year- NIL

Annexure-II

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2025

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

ANJANI FOODS LIMITED

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by “ANJANI FOODS LIMITED” having CIN: L65910AP1983PLC004005

and having its registered office situated at Vishnupurdurgapur, Garagaparru Road, Bhimavaram, Andhra Pradesh - 534 202 and Corporate office at Anjani Vishnu Centre, Plot No. 7 & 8, Nagarjuna Hills, Punjagutta, Hyderabad, Telangana - 500 082 (hereinafter called the Company). Secretarial Audit was conducted in accordance with the guidance note issued by the Institute of Company Secretaries of India and in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information, confirmations, clarifications provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter.

We have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the period of audit)

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act)

a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the period of audit);

e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Company during the period of audit);

f) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018; (Not applicable to the Company during the period of audit);

g) Securities and Exchange Board of

India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the period of audit);

h) Securities and Exchange Board of

India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and

dealing with client;

i) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; and

j) Securities and Exchange Board of

India (Depositories and Participants) Regulations, 2018.

(vi) Other laws applicable specifically to the

Company include:

a) Food Safety and Standards Act, 2006 and the rules made thereunder

b) Agricultural Produce (Grading and Marking) Act, 1937 and the rules made there under

c) Legal Metrology Act, 2009 read with Legal Metrology (Packaged Commodities) Rules 2011

d) The Bureau of Indian Standards (BIS) Act, 2016

We have also examined compliance with

the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified under the Companies Act, 2013;

(ii) The Listing Agreement entered into by the company with BSE Limited;

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, subject to the following observations:

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

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors in advance to schedule the Board Meetings, agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings are carried out unanimously as recorded in the Minutes.

We further report that there are adequate systems and processes in the company to commensurate with the size and operations

of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that other than the above mentioned events there were no specific

events / actions having a major bearing on the companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. referred to above.

To,

The Members,

ANJANI FOODS LIMITED

Our report of even Date is to be read along with this letter

1. Maintenance of secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.