Aveer Foods Ltd Directors Report

To,

The Members,

Aveer Foods Limited

The Directors take pleasure in presenting the 7^th Annual Report together with the Audited Statement of Accounts of Aveer Foods Limited ("the Company") for the financial year ended 31^st March 2026.

1. FINANCIAL HIGHLIGHTS:

The standalone Financial Results for the year ended 31^st March, 2026 are briefly given below: -

( in lakhs)

Particulars	2025-2026	2024-2025
Total Income	14,336.68	10,866.07
Profit before Depreciation & Interest	919.58	794.89
Less:- Depreciation	281.21	334.17
Less: Interest/Finance cost	95.31	25.05
Profit before exceptional Item	543.06	435.67
Add: Exceptional Items	60.19	-
Add: Extra Ordinary Item of Income	-	-
Profit before Tax	482.87	435.67
Less: Provision for Taxation	126.59	41.76
Add/ (Less): Remeasurement of Net defined benefit plans	9.45	2.84
Profit after Taxation for the Year	365.73	396.75

The figures mentioned above are extracted from Financial Statements prepared as per the provisions of the Companies Act, 2013 ("Act"), in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI [Listing Regulations] 2015).

2. OVERALL FINANCIAL PERFORMANCE:

During the year under review, the Revenue from Operations of the Company was Rs. 14,324.60 Lakh as against Rs. 10,851.89 Lakh of the previous year. The Companys profits before tax is at Rs. 482.87 Lakh compared to Rs. 435.67 Lakh and the profit after tax is at Rs. 365.73 Lakh compared to Rs. 396.75 Lakh in previous financial year.

3. CHANGES IN SHARE CAPITAL:

a) During the year under review, there was no change in authorized capital of the company i.e. The Authorized Share capital of the Company as on 31^st March 2026 was Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 [Fifty Lakhs] equity shares of Rs. 10/- (Rupees Ten) each.

b) However, the following changes have been made in the issued, subscribed and paid-up share capital pursuant to allotment of 4,52,174 (Four Lakh Fifty-Two Thousand One Hundred Seventy-Four Only) Fully Paid-up Equity Shares of Rs. 10/- each, towards exercise of equivalent warrants which were issued to the Promoters of the Company.

c) Accordingly, the issued, paid and subscribed share capital of the Company has been increased from Rs. 4,02,82,520/- (Rupees Four Crores Two Lakhs Eighty Two Thousand Five Hundred and Twenty only) consisting of 40,28,252 (Forty Lakhs Twenty-Eight Thousand Two Hundred and Fifty-Two) equity shares of Rs. 10/- (Rupees Ten) each to Rs. 4,48,04,260/- (Rupees Four Crores Forty-Eight Lakhs Four Thousand Two Hundred and Sixty only) consisting of 44,80,426 (Forty-Four Lakhs Eighty Thousand Four Hundred Twenty Six) of Rs. 10/- (Rupees Ten) each.

d) As on 31^st March 2026, following is Capital structure of the Company:

Authorized Capital (in Value)	Rs. 5,00,00,000/- consisting of 50,00,000 equity shares of Rs. 10/- each
Issued, subscribed and paid-up capital (in value)	Rs. 4,48,04,260/- consisting of 44,80,426 equity shares of Rs. 10/- each

The Board further informs that subsequent to the close of the financial year, BSE Limited has granted the listing and trading approval for the equity shares allotted pursuant to the exercise of warrants. Accordingly, as

on the date of this Report, the entire issued, subscribed and paid-up equity share capital of the Company is listed and admitted for trading on BSE Limited.

e) Utilization of Issue Proceeds raised by Preferential Issue of Warrants:

The Company raised Rs. 26,00,00,050/- (Rupees Twenty Six Crores Fifty only) through preferential issue of warrants , and the proceeds have been utilised for the following purposes as approved by the members in its Extra ordinary General meeting held on 10^th March 2025.

Sr. No. Particulars	Amount (in crs)	% of total issue proceeds
1 Acquisition of Business Undertaking M/s Kamal Industries	25.00	96.15%
2 Working Capital Requirement	1.00	3.85%
Total	26.00	100.00

The Board do hereby inform that, the entire issue proceeds as mentioned above have been utilized as on 31^st March 2026.

f) Acquisition of Business of Kamal Industries:

The Board do also wish to inform that pursuant to the Business Transfer Agreement executed on 01^st April, 2026 between the Company and M/s. Kamal Industries, a partnership firm, the Company acquired the business undertaking of Kamal Industries as a going concern on a slump-sale basis with effect from 30^th April, 2025.

4. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the 31^st March 2026 to which the Financial Statements relate and the date of this Report.

5. TRANSFER TO RESERVES:

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

6. DIVIDEND:

Based on the Companys financial performance and after consideration of the earnings, cash flows, and overall financial position, the Board at its meeting held on 28^th May, 2026 recommended a final dividend of Rs. 0.25/- (Twenty-Five Paisa Only) per equity share of the face value of Rs. 10/- each, representing (2.5%) of the nominal value, for the financial year ended 31^st March, 2026 subject to approval of members in the ensuing Annual General Meeting.

The final dividend on equity shares, if approved by the members would involve a cash flow of Rs. 11,20,107/- and shall be subject to deduction of income tax at source.

The Final Dividend, if approved by the Shareholders at the ensuing AGM will be paid within 30 (thirty) days from the date of declaration of dividend, to those Shareholders whose names appear in the Register of Members / List of Beneficial Owners of the Company as on 22^nd September, 2026 ("Record Date"), received from the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

7. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

As on 31^st March, 2026 the Company does not have any Holding Company, Subsidiary Company and Associate Company.

8. CORPORATE GOVERENANCE:

As on 31^st March, 2026, the Company crossed the threshold limits prescribed under Regulation 15(2) of the SEBI [Listing Regulations] 2015. Accordingly, the provisions relating to Corporate Governance specified under Regulations 17 to 27 clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V of the SEBI [Listing Regulations] 2015 become applicable to the Company. The Company has initiated necessary measures to ensure compliance with the applicable Corporate Governance requirements.

The Company remains committed to adhering to and implementing the highest standards of Corporate Governance in both letter and spirit. In compliance with applicable statutory and regulatory requirements, the Corporate Governance Report along with other applicable reports and the certificate from the Companys Auditors, as stipulated in Schedule V of the Listing Regulations, are provided in a separate section which forms part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 of the SEBI [Listing Regulations] 2015, the Management Discussion and Analysis Report is presented in a separate section forming part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT[BRSR]:

During the year under review the provisions under Regulation 34 of the SEBI [Listing Regulations] 2015 pertains to applicability of Business Responsibility and Sustainability Report are not applicable to the Company. But the Company has proactively begun implementing various measures under Environmental, Social and Governance pillars since last 2 years in accordance with the BRSR framework. The details measures undertaken by the Company is mentioned separately under this report as "Key Initiatives with respect to Stakeholder relationship, Customer relationship, Environment, Sustainability, Health and Safety".

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2026, the Company had 10 (Ten) Directors, reflecting an optimum combination of Executive and NonExecutive Directors in conformity with the provisions of the Companies Act, 2013 and the SEBI [Listing Regulations] 2015. The Board comprised three (3) Executive Directors and seven (7) Non-Executive Directors, of which six (6) were Independent Directors, including one (1) Woman Director. The composition of the Board demonstrates the Companys 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.

I. DIRECTORS

a) Appointment/ Reappointment:

Upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the members at the 6^th Annual General Meeting of the Company held on 29^th September, 2025, approved the re-appointments of:

1) Mr. Vishal Rajkumar Chordia (DIN: 01801631) as Managing Director of the Company liable to retire by rotation, for a period of five consecutive years commencing from 15^th July, 2025, and ending on 14^th July, 2030.

2) Mr. Anand Rajkumar Chordia (DIN: 00062569) as Managing Director of the Company liable to retire by rotation, for a period of five consecutive years commencing from 15^th July, 2025, and ending on 14^th July, 2030.

3) Mr. Bapu Ramchandra Gavhane (DIN: 00386217) as a Whole-time Director of the Company for the period commencing from 15^th July, 2025 to 30^th October, 2026.

Based on the review and recommendation of the NRC, the Board of Directors has proposed to the members for reappointment of Mr. Bapu Gavhane as the Whole time Director for further term of 1 year effective from 31^st October, 2026 to 30^th October, 2027. Necessary resolution forms part of Notice of 7^th AGM.

b) Continuation:

The members also approved, at the same Annual General Meeting, the continuation of Mr. Vijaykumar Chandulal Kankaliya (DIN: 06669157) as a Non-Executive Independent Director of the Company, not liable to retire by rotation, notwithstanding his attainment of the age of 75 years, until the expiry of his current term on 29^th June, 2027, pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors.

c) Cessation:

Mr. Radhakrishnan (DIN: 01657716) Non-executive Independent Director of the Company, resigned from the directorship of the Company w.e.f. 6^th October, 2025 citing pre-occupation and other personal commitments. Consequent to his resignation, the composition of the Board continues to be in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI [Listing Regulations] 2015 relating to the appointment of Independent Directors. Further Board confirms that there are no material reasons for his resignation other than those mentioned in his resignation letter.

Considering the above mentioned changes during the year under review, below is the list of the Board of Directors of the company as on 31^st March 2026:

Sr. No. Name	DIN	Designation
1. Rajkumar Hukmichand Chordia	00058185	Chairman
2. Vishal Rajkumar Chordia	01801631	Managing Director
3. Anand Rajkumar Chordia	00062569	Managing Director
4. Bapu Ramchandra Gavhane	00386217	Whole Time Director
5. Vijaykumar Chandulal Kankaliya	06669157	Independent Director
6. Rajendra Hiralal Lunkad	07881961	Independent Director
7. Ajitkumar Harichand Mandlecha	06822184	Independent Director
8. Anil Shivram Lamba	00935055	Independent Director
9. Ritesh Vijaykumar Mehta	00607521	Independent Director
10. Samruddhi Ankur Mehta	09667729	Independent Director

II. KEY MANAGERIAL PERSONNEL:

There were no changes in the key managerial personnel during the year under review.

Following are the Key Managerial Personnels of the Company as on 31^st March, 2026:

Sr. No. Name of KMP	Designation
1. Vishal Rajkumar Chordia	Managing Director
2. Anand Rajkumar Chordia	Managing Director
3. Bapu Ramchandra Gavhane	Whole Time Director
4. Dharmendra Tulshyan	Chief Financial Officer
5. Tejashree Suyog Wagholikar	Company Secretary

12. COMMITTEE OF THE BOARD:

As on 31^st March 2026, the Board has following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

Details of such committees, along with their charters, composition and meetings held during the year are provided in Report on Corporate Governance, as part of this Annual Report.

13. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, the Rules made thereunder, and Regulation 17(10) of the SEBI [Listing Regulations] 2015, the Board has carried out an annual performance evaluation of its own performance, the performance of individual Directors, and the functioning of the Audit Committee, Nomination and Remuneration Committee, and other statutory Committees. The evaluation of Independent Directors also included an assessment of their fulfilment of the prescribed independence criteria and their independence from the Management. Based on the evaluation framework and various performance parameters, the performance of the Board, its Committees, the Chairman and individual Directors, including Independent Directors was found to be satisfactory.

14. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

Pursuant to the provisions of Sections 134(3)(e) and 178(3) of the Companies Act, 2013, read with the applicable Rules made thereunder and the SEBI [Listing Regulations] 2015, the Board has formulated and adopted a Nomination and Remuneration Policy ("Remuneration Policy") for the appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy, which is available on the Companys website at https://www. aveerfoods.com/pdf/corporate-governance/policies/NR- Policy.pdf lays down the criteria for determining qualifications, positive attributes, integrity and independence of a director, along with other matters as prescribed under the Act and applicable regulations.

The Remuneration Policy provides the guiding principles for the Nomination and Remuneration Committee in identifying and recommending individuals qualified to be appointed as Directors and in assessing their independence. The Policy is designed to attract, retain and motivate competent professionals and to reward performance based on achievements, while remaining aligned with prevailing industry practices. The Company affirms that the remuneration paid to its Directors is in accordance with the terms and principles set out in the Remuneration Policy.

15. 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.

16. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has established adequate internal control systems, including internal financial controls, commensurate with the size, scale and nature of its operations. These controls are designed to ensure operational efficiency, safeguarding of assets, accuracy and completeness of accounting records, timely and reliable financial reporting, and compliance with applicable laws, regulations and internal policies.

The internal control framework is supported by a robust internal audit mechanism. The Internal Auditors periodically review the adequacy and effectiveness of the internal control systems and submit their reports to the Audit Committee. The Audit Committee regularly reviews the internal audit findings, monitors the implementation of corrective actions and evaluates the adequacy and effectiveness of the Companys internal financial controls. Based on such reviews, the Board is of the opinion that the Companys internal financial controls are adequate and operate effectively during the year under review.

17. DETAILS OF BOARD MEETING:

During the financial year under review the Board of Directors met five (5) 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. The details of the Board Meetings are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

18. 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-performance/annual-return/ ANNUAL-RETURN-2025-2026.pdf

19. AUDITORS AND AUDITORS REPORT:

a) Statutory Auditor:

M/s. SBH & Co. Chartered Accountants, a peer reviewed firm were appointed as the Companys Statutory Auditor in the 6^th Annual General Meeting held on 29^th September, 2025 for a consecutive term of five years till the conclusion of 11^th Annual General Meeting to be held in the year 2030.

The Independent Auditors 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 Auditors Report is enclosed with the financial statements forming part of this Annual Report.

b) Internal Auditor:

The Company has appointed M/s Nisarg Shah & Co, Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2025-2026 pursuant to the provisions of Section 138 of the Companies Act, 2013. The reports are periodically reviewed by the Audit Committee and the Board.

c) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Rules made thereunder, the Board had appointed M/s Satish & Satish, Company Secretaries, a peer reviewed firm to conduct the Secretarial Audit of the Company for the Financial Year 2025-2026. The Secretarial Audit Report for the financial year ended 31^st March, 2026 forms part of this Annual Report as "Annexure- IV"

Further, as the Company crossed the threshold limits prescribed under Regulation 15(2) of the SEBI [Listing Regulations] 2015, the provisions of Regulation 24A of the SEBI [Listing Regulations] 2015, relating to Secretarial Audit, became applicable to the Company with effect from the Financial Year 2026-2027.

Accordingly, the Board of Directors, at its Meeting held on 28^th May, 2026, approved and recommended to the Members the appointment of M/s. Satish & Satish, Company Secretaries, as the Secretarial Auditor of the Company for a term of five (5) consecutive financial years, commencing from the Financial Year 2026-2027 and continuing up to the Financial Year 20302031, at such remuneration as may be mutually agreed upon from time to time, subject to the approval of the Members.

The Board confirms that M/s. Satish & Satish, Company Secretaries, has consented to the proposed appointment and has furnished a certificate confirming that the appointment, if made, shall be in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI [Listing Regulations] 2015. The Board is also satisfied that the said firm meets the prescribed eligibility criteria and is not disqualified from being appointed as the Secretarial Auditor of the Company under the applicable provisions of law.

d) Cost Auditor:

The provisions relating to the appointment of a Cost Auditor under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the Financial Year under review. Accordingly, the Company was not required to appoint a Cost Auditor for the said Financial Year.

20. REPORTING OF FRAUDS BY AUDITORS:

During the year under 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.

21. 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 and Secretarial Auditors in their reports. The observations in the said Audit Reports are self-explanatory and therefore the Directors do not have any further comments to offer on the same.

22. PUBLIC DEPOSITS:

During the 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 31^st March, 2026.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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) There were no investments to be reported during the year as on 31^st March, 2026.

24. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

The Board of Directors of the Company acting upon the recommendation of its Audit Committee has approved the policy and procedures with regard to Related Party Transactions for reviewing, approving and ratifying Related Party Transactions and providing disclosures with respect to the above transactions, as required under the Companies Act, 2013, and under Regulation 23 of SEBI [Listing Regulations] 2015 as amended from time to time and other applicable provisions, rules and regulations made thereunder. The Board confirms that, all contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were at an arms length price basis and in the ordinary course of business and within the overall limits approved by members/ Board /Audit Committee as the case may be.

Such transactions form part of the notes to the financial statements provided in this Annual Report. All Related Party Transactions ("RPTs") 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. The statement of transactions entered into pursuant to the omnibus approval so granted is placed before the Audit Committee for approval on a quarterly basis.

Further the Company has the requisite approval from the members for entering into Material Related Party Transactions with related parties. There are no pecuniary relationships or transactions of Non-Executive Directors vis-a-vis the Company that have a potential conflict with the interests of the Company.

The policy on Related Party Transactions as approved by the Board in its meeting held on 13^th August, 2026 is uploaded on the Companys website, the weblink of which is as under: https://www.aveerfoods.com/pdf/corporate-governance/ policies/Policv-on-Materialitv-of-Related-Partv-Transactions. pdf

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-I"

25. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) were not applicable to the Company during the Financial Year under review, as the Company did not meet the applicability criteria prescribed under the said section. Accordingly, the Company was not required to constitute a Corporate Social Responsibility Committee or undertake CSR activities during the year.

26. 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 Companys 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 of overseeing 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 at https://www.aveerfoods.com/pdf/corporate- governance/policies/Whistle-Blower-Policy.pdf

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

The information with regard to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given as "Annexure-II" forming part of this Report.

28. PARTICULARS OF EMPLOYEES:

The details of remuneration of the Top 10 employees, other than the Directors, as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forming part of the Directors Report, shall be made available for inspection by any member upon request, in accordance with the provisions of Section 136(1) of the Companies Act, 2013.

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

29. 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/corporate-governance/ policies/Policy-About- Materiality-Of-Events.pdf
2 Code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Code-Of-Practice-For- Fair-Disclosure.pdf
3 Code of Conduct for Prohibition of Insider Trading	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Code-Of-Conduct-For- Prohibition-Of-Insider-Trading. pdf
4 Code for Independent Director	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Code-For- Independent-Director.pdf
5 Prevention of Sexual Harassment Policy at Workplace	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Posh-Policy.pdf
6 Whistle Blower Policy	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Whistle-Blower-Policy. pdf
7 Nomination and Remuneration Policy	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/NR-Policy.pdf
8 Policy on Materiality of Related Party Transactions	https://www.aveerfoods.com/ pdf/corporate-governance/ policies/Policy-on-Materiality- of-Related-Party-Transactions. pdf

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

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has established and implemented an Internal Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace. The policy has been communicated to all employees and provides a comprehensive mechanism for the reporting, investigation and redressal of complaints relating

to sexual harassment, thereby ensuring a safe, respectful and inclusive work environment for all. Further, the Company has constituted an Internal Committee in accordance with the provisions of the Act and has registered its establishment on the SHe-Box (Sexual Harassment electronic Box) Portal of the Ministry of Women and Child Development, Government of India, as part of its commitment to ensuring compliance with the applicable legal requirements relating to prevention and redressal of sexual harassment at the workplace.

During the year under review, there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Accordingly, the Internal Complaints Committee (ICC) report is presented below with Nil entries:

Number of complaints of sexual harassment received in the year;	Nil
Number of complaints disposed of during the year	Nil
Number of cases pending more than ninety days	NA

31. OTHER/GENERAL DISCLOSURES:

No disclosure or reporting is required in respect of the following matters as there were no transactions/events during the year under review:

1 ) No change occurred in the nature of the Companys business.

2) The Company did not issue any shares to its employees under any scheme, including Employee Stock Option Scheme (ESOP) under Section 62(1)(b) or Sweat Equity Shares under Section 54 of the Companies Act, 2013.

3) The Company did not issue any shares with differential voting rights under Section 43(a)(ii) of the Companies Act, 2013, nor any Sweat Equity Shares.

4) The Managing Directors did not receive any remuneration or commission from any subsidiary of the Company.

5) 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: Not Applicable.

6) There was no instance of any one-time settlement entered into with any Bank or Financial Institution.

7) Accordingly, disclosure of the difference between the amount of valuation determined at the time of onetime settlement and the valuation done while availing loans from Banks or Financial Institutions, together with the reasons therefor, applicable.

8) The Company is Compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and Process in place to ensure ongoing compliance.

32. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS 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.

33. 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.

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. Details of the procedure for claiming amounts or shares from the Escrow Account as well as Unclaimed Divided can be accessed at https://www. aveerfoods.com/shareholder-information

Appeal to the Shareholders

The Board continues to encourage shareholders to periodically review and claim any unpaid dividends lying with the Company. Information relating to unpaid and unclaimed dividends outstanding up to the relevant financial years, the corresponding shares liable to be transferred to the IEPF Authority, along with applicable due dates, is available on the Companys website at https://www.aveerfoods.com/ pdf/shareholders-information/corporate-action/2024-2025/ List-of-unpaid-and-unclaimed-dividend-FY-2024-2025.pdf

35. RECONCILIATION OF DEMAT ESCROW ACCOUNT:

The Company has opened Aveer Foods Limited-Physical Unclaimed Securities Escrow Account ("Escrow Account") pursuant to provisions of Regulation 39 (2A) of SEBI [Listing Regulations] 2015 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.

Pursuant to provisions of clause F of Schedule V of the SEBI [Listing Regulations] 2015, following is the reconciliation of the demat escrow account as on 31^st March, 2026.

Aggregate number of shareholders and the outstanding shares in the Escrow account lying at the beginning of the year as on 1st April, 2025.	Number of shareholders who approached listed entity for transfer of shares and to whom shares were transferred from Escrow account during the year	Aggregate number of shareholders and the outstanding shares in the Escrow account lying at the end of the year, as on 31st March, 2026.
No. of shareholders	No. of Shares held	No. of shareholders	No. of Shares held	No. of shareholders	No. of Shares held	The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares
1827	2,75,072	19	4205	1808	2,70,867	2,70,867

36. DIRECTORS 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, 2026 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; and

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

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

37. KEY INITIATIVES WITH RESPECT TO STAKEHOLDER RELATIONSHIP, ENVIRONMENT, SUSTAINABILITY, HEALTH AND SAFETY:

Environmental Responsibility

a) Greenhouse Gas (GHG) Emissions:

The company actively monitors, measures, and reports its Scope 1 and Scope 2 GHG emissions in alignment with globally accepted protocols. Continuous efforts are underway to reduce these emissions through the adoption of energy-efficient processes and the transition to cleaner fuels. From FY 2025 onwards, Scope 3 emissions ? particularly those associated with waste management ? are being systematically tracked. All waste generated is responsibly managed and disposed of through certified and compliant channels.

b) Clean Energy Use:

To reduce dependency on fossil fuels, the company has adopted the use of biomass briquettes purchased along with in-house manufactured biomass briquettes.

To reduce dependence on LPG, the company has adopted induction cooktops and explored the use of smokeless cookstoves, resulting in a significant reduction in LPG consumption. The company is progressively moving towards LPG-free factories by promoting cleaner and more energy-efficient alternatives.

c) Waste to Wealth Initiative:

A dedicated Waste Resource Centre has been established to support structured segregation, collection, and management of waste. The centre plays a vital role in converting waste into value-added products, fostering a circular economy approach.

d) Waste Segregation and Disposal:

The company follows a robust waste segregation process, classifying waste into biodegradable and nonbiodegradable streams:

• Biodegradable waste is composted at partner local farms, with some converted to briquettes.

• Plastic waste is collected and sold to certified recycling vendors.

• Used cooking oil is repurposed through the RUCO (Repurpose Used Cooking Oil) initiative for biodiesel conversion, with certified disposal documentation obtained for each collection.

e) Water Management:

The company has implemented internal water recycling systems to minimize freshwater usage. Planning is currently in progress for the adoption of a Zero Liquid Discharge (ZLD) system, aimed at achieving complete recycling and reuse of wastewater, thereby ensuring minimal environmental impact.

On-site rainwater harvesting through soak pits is already in place, with rooftop harvesting currently being rolled out. Kaizen-based improvements are also being applied to cut water use during processing.

Social Responsibility

a) Health & Safety:

Regular health and safety awareness programs are conducted across all facilities. These include safety drills, distribution of Personal Protective Equipment (PPE), and first-aid training sessions to ensure preparedness and employee well-being.

b) Environmental Awareness:

Annual environmental training was successfully conducted in 2025. The company has implemented quarterly training sessions to strengthen environmental consciousness and compliance.

c) Workforce Management:

The company ensures continuous monitoring of the workforce composition, with a focus on maintaining the balance between on-roll and contractual employees to optimize operational efficiency and workforce engagement.

d) Community Engagement:

The company works closely with local suppliers and supports skill-building programs within the community.

Governance Highlights

• Reflecting its commitment to responsible business conduct, the company has voluntarily taken up Business Responsibility and Sustainability Reporting (BRSR) alongside Greenhouse Gas (GHG) Accounting, following the globally recognized GHG Protocol.

Waste across all operations is handled exclusively through authorized vendors, supporting stronger compliance, traceability, and environmental accountability.

ESG Outlook & Future Initiatives

• Increased use of renewable energy sources for manufacturing operations.

• Continued focus on cutting GHG emissions.

• Broader disclosures covering training, diversity, and inclusion efforts.

UN Sustainable Development Goals (SDG) Alignment

Aveer Foods ESG initiatives are mapped to relevant United Nations Sustainable Development Goals as follows:

Focus Area	Aveer Foods Initiatives
Gender Equality	Building a more gender- diverse workforce and creating opportunities for women across the business.
Clean Water & Sanitation	Rolling out water recycling systems and working toward Zero Liquid Discharge (ZLD).
Affordable & Clean Energy	Using biomass briquettes in boilers in place of fossil fuels, plus smokeless cookstoves to cut LPG use.
Decent Work & Economic Growth	Prioritizing employee health and safety, skill-building programs, and job creation.
Industry, Innovation & Infrastructure	Investing in R&D, waste-to-wealth technology, and strong quality management systems.
Responsible Consumption & Production	Focusing on waste reduction, source segregation, and responsible disposal methods.
Climate Action	Working toward a Net Zero future through lower GHG emissions and large-scale tree planting efforts.

38. CAUTIONARY STATEMENT:

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

39. ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation of the continued support from the Companys 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
Place: - Pune	[DIN:00058185]
Date: -13th August, 2026
Address: Plot No. 55/A/5 6, Hadapsar Industrial Estate, Hadapsar, Pune- 411013.