Annapurna Swadisht Ltd Directors Report

Dear Members,

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

1. KEY BUSINESS, FINANCIAL AND OPERATIONAL HIGHLIGHTS: -

Financial Highlights: -

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

D in Lakh except EPS

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

Consolidated Financial Statements

The consolidated financial statements of your Company for the financial year 2024-25 are prepared in compliance with applicable provisions of the Companies Act. 2013 (‘‘the Act"), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

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

Acquisitions: -

In FY 2024-25, Annapurna Swadisht Limited acquired Madhur Confectioners Private Limited and currently holds 74% Shares in the Company. The proposed acquisition involved purchase of 100% Equity Shares of the Company from the Sellers in Tranches. For the purchase consideration as determines assuming that value of the enterprise is C 181 Crores including Business Assets. Madhur Confectioners Private Limited is an Indian confectionery, a family-owned business started in 1996 by their Director, Mr. Mahendra Gulwani along with his younger brother, Mr. Pradeep Gulwani with just a small candy manufacturing plant with a capacity of 5 MT per month. Which has now been expanded to a large manufacturing industry with more than 1000 MT capacity per month.

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

Projects and Expansion plan: -

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

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

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

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

Dividend Distribution Policy and Dividend: -

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

The Company is in the growth phase and expanding organically as well as inorganically. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, your Directors do not recommend any Dividend for the financial year ended March 31, 2025.

Credit Rating: -

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

HUMAN RESOURCE MANAGEMENT PEOPLE AND CULTURE

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

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

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

MANAGERIAL REMUNERATION, EMPLOYEE INFORMATION AND RELATED DISCLOSURES

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

2. CORPORATE GOVERNANCE

Your Company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

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

1. Corporate Social Responsibility

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

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

2. Strategy to Enhance Long Term Value: -

? Committed to ESG Leadership

? Augment reserves and resources base

? Operational excellence and cost leadership

? Optimize capital allocation and maintain strong balance sheet

? Delivering growth opportunities

3. Board and its Committees: -a. Audit Committee

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

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

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

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

The Company Secretary is the Secretary to the Committee.

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

b. Nomination and Remuneration Committee.

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

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

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

The Company Secretary is the Secretary to the Committee.

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

c. Stakeholders Relationship Committee.

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

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

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

The Company Secretary is the Secretary to the Committee.

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

d. Corporate Social Responsibility Committee

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

The Companies (Amendment) Act has also inserted a new Sub-section 9 in Section 135 of the Companies Act, 2013 which provides that where the amount to be spent by a Company on CSR activities is less than C 50 Lakhs, the requirement with respect to constitution of a CSR committee shall not apply and the functions of the CSR committee in such cases will be discharged by the Companys Board of Directors. Hence the Company constituted the Corporate Social Responsibility Committee on voluntary basis and the composition of CSR Committee as on 31st March, 2025 are as follows.

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

4. Board Evaluation: -

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

The following evaluation process were followed:

a. Evaluation Criteria

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

b. Performance Evaluation of the individual Directors including Independent Directors

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

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

c. Board of Directors

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

A separate meeting of the Independent Directors of the Company was held on 18th March, 2025, pursuant to Clause VII of Schedule IV to the Act, To

1. Review the performance of the Non-Independent Directors and the Board as a whole.

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

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

d. Performance Evaluation of the Committee

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

5. Directors Responsibility Statement

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

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

b. The Directors have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on the Financial Year ended on 31st March, 2025 and of the Profit of the Company for the year under review.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the annual accounts on a going concern basis.

d. The Directors, in the case of a listed Company, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

6. Policy on Directors appointment and remuneration

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framedapolicyfortheselectionandappointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties. The said policy is available on the website of the Company at https://www.annapurnasnacks.in/ investors/policy-list.

7. Management Discussion and Analysis:

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

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

8. Statutory Auditors

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

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

9. Secretarial Auditor.

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

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

10. Independent Auditors Report

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

11. Secretarial Audit Report

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

12. INTERNAL AUDITORS

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

13. Extract Of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2025 will be available on the Companys website at https://www.annapurnasnacks.in/investors/ annual-reports.

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

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

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

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

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

In terms of section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended vide MCA notification dated 30/05/2025 and other ) a summary thereof is as under:

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

4. STATUTORY DISCLOSURES: -

1. Share Capital: -

Authorized Share Capital:

The Authorised Share Capital of the Company is C 27,00,00,000/_ (Rupees Twenty-Seven Crores Only) divided into 2,70,00,000 (Rupees Two Crores and Seventy Lakhs) Equity Shares of C 10/- (Rupees Ten only) each as on March 31, 2025.

Issued and Paid Up Share Capital:

The Company has paid-up Share Capital of C 21,82,00,000/- (Rupees Twenty-One Crores Eighty-Two Lakhs Only) divided into 2,18,20,000 (Two Crores Eighteen Lakhs Twenty Thousand Only) Equity Shares of C 10/- (Rupees Ten Only) each, as on March 31, 2025.

Increase in Issued and Paid up Share Capital

1. During the year under review the Board of Directors of the Company vide Resolution dated June 21, 2024 further to the Special Resolution dated September 05, 2023, and Board Resolution dated September 22, 2024, allotted 6,00,000 (Six Lakhs) Equity Share of face value of C 10/- (Rupees Ten only) each at an issue price of C 295.00/- (Rupees Two Hundred and Ninety-Five Only) per Equity Share including a premium of C 285.00/- (Rupees Two Hundred and Eighty-Five Only) upon exercise of conversion option attached to the 6,00,000 Warrants upon receipt of Warrant Exercise Price aggregating to C 13,27,50,000/- (Rupees Thirteen Crores Twenty-Seven Lakhs and Fifty Thousand only), being 75% of the issue price per Warrant on preferential basis, in accordance with the Act, SEBI ICDR Regulations and other applicable laws.

2. During the year under review the Board of Directors of the Company vide Resolution dated September 02, 2024, further to the Special Resolution dated August 26, 2024, allotted 36,30,000 (Thirty-Six Lakhs Thirty Thousand) Equity Shares of face value C 10/- (Rupees Ten Only) each of the Company (the "Equity Shares") to the successful 36 number of QIBs, at a price of C413.21/- per Equity Share (including securities premium of C 403.21/- per Equity Share), [and reflects a discount of C 21.75/- (i.e. 5.00%) on the Floor Price of C 434.96/-] against receipt of full payment of application monies in Annapurna Swadisht Limited - QIP Escrow Account in accordance with the Act, SEBI ICDR Regulations and other applicable laws.

2. Listing.

The Equity Shares continue to be listed on the NSE which has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading in the Shares of the Company from any part of the country. The Company has paid the annual listing fee for the financial year 2024-2025 to NSE.

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

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

4. Number of Meetings of the Board

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

During the year under review, the Board of Directors of the Company duly met 8 (Eight) times respectively on

Sl. No	Nature of Meeting	Date of Board meeting
1.	Board Meeting	30-05-2024
2.	Board Meeting	27-06-2024
3.	Board Meeting	27-07-2024
4.	Board Meeting	02-09-2024
5.	Board Meeting	13-11-2024
6.	Board Meeting	09-01-2025
7.	Board Meeting	23-01-2025
8.	Board Meeting	11-03-2025

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

5. Meeting of the Independent Directors

During FY 2024-25, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 18, 2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

The Independent Directors expressed satisfaction with the overall performance of the Board, Non-Independent Directors, and the Chairman, and acknowledged the effectiveness of the managements support and information flow to the Board.

6. Directors & Key Managerial Personal

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shreeram Bagla (DIN: 01895499), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Shreeram Bagla (DIN: 01895499), will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

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

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

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

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

*Mr. Manoj Sharma, was appointed as an Additional Director of the Company vide Board Resolution dated January 09, 2025 and he is entitled to hold office as such till the ensuing Annual General Meeting of the Company. Based on the recommendation of the Nomination and Remuneration Committee and approval of the same by the Board at its meeting held on 30th May 2025 Mr. Sharma is proposed to be appointed as Whole-time Director of the Company subject to the approval of the members of the Company at the ensuing Annual General meeting of the Company for a period of 3 years with effect from January 09, 2025 up to January 08, 2028.

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

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

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

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

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

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

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

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

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act. 2013, are disclosed in the notes to account to the financial statements for the financial year 2024-25.

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

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

10. Name of Companies which have become or ceased to be the Companys subsidiaries, joint ventures or Associates Companies during the year under review.

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

Annapurna Snacks Private Limited UNOAP Foods Factory Pvt. Ltd. Madhur Confectioners Private Limited

Darsh Advisory Private_ Limited and UNOEUREKA Foods Factory Pvt. Ltd ceased to be Wholly Owned subsidiary Company during the year under review. Further, Statement containing salient features of the financial statement of subsidiaries Companies is appended to the Directors Report in Annexure-I in Form No. AOC-I.

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

UNOEUREKA Foods Factory Pvt. Ltd.

The Company does not have any Joint Venture Companies.

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

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

12. Risk Management Policy

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

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated. Annapurna recognises the inherent link between risk and opportunity. The Company leverages a data-driven approach to identify products and processes aligned with current industry standards, ensuring balanced risk-taking for sustainable growth.

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

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

13. Change in the nature business:

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

14. Disclosure under Insolvency and Bankruptcy code, 2016 (31 of 2016)

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

15. Policy on Corporate Social Responsibility (CSR) Initiatives

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

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

16. Whistle Blower Policy/ Vigil Mechanism

To meets the requirement under Section 177(9) and (10) of the Companies Act. 2013, and Regulation 22 of the Listing Regulations the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the Directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Companys Directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employees reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Companys website at http://www.annapurnasnacks.in. No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2024-25.

There were no instances of reporting under the Whistle Blower.

17. Non-Applicability of the Indian Accounting Standards

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

18. Maintenance of Cost Record

The provisions relating to maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act. 2013, were not applicable to the Company upto 31st March,

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

19. Prevention of insider trading

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

20. Significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Companys future operations.

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

21. Details of reporting fraud by Auditor

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

22. Internal Financial Control.

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

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

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

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

c) Maker-checker system is in place.

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

M/s. Vishal K Gupta & Co. (FRN: 327842E) Chartered Accountants, had carried out Internal Audit of the Company for the FY 2024-25.

23. Deposits

During the year under review the Company has neither invited nor accepted any Public Deposit within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

24. Afirmation on Compliance of Secretarial Standards.

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

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

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

26. Details of fraud reported by the Auditors

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

27. Details of difference between amount of the valuation

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

28. General

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

? Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

? Issue of Shares (including sweat Equity Shares) to employees of the Company under any scheme.

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

5. ACKNOWLEDGEMENT

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

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

Place : Kolkata	On Behalf of the Board of Directors
Dated : 30-05-2025	For, Annapurna Swadisht Limited
	Shreeram Bagla
	Chairman & Managing Director
	DIN - 01895499