Patanjali Foods Ltd Directors Report

Dear Members,

Your Board of Directors have pleasure in presenting the Thirty Nineth (39^th) Directors Report together with the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2025.

Financial Performance

The summarised financial performance highlight is presented in the table below:

	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income (including other income)	34,28,940.14	31,96,162.50	34,28,940.14	-
Less: Total expenses other than Finance Cost and Depreciation	32,21,035.22	30,44,281.47	32,21,098.65	-
Profit/(Loss) before Depreciation, Finance Cost and Tax	2,07,904.92	1,51,881.03	2,07,841.49	-
Less: Finance Cost	8,449.31	18,989.87	8,449.31	-
Less: Depreciation, amortisation and impairment expenses	26,839.18	26,882.64	26,839.27	-
Profit for the year before exceptional items and tax	1,72,616.43	1,06,008.52	1,72,552.91	-
Profit for the year before tax (PBT)	1,72,616.43	1,06,008.52	1,72,552.91	-
Total Tax Expenses	42,482.27	29,493.43	42,482.27	-
Net Profit for the year after tax (PAT)	1,30,134.16	76,515.09	1,30,070.64	-
Add: Items that will not be reclassified to statement of Profit & Loss	(1,245.12)	1,031.83	(1,245.12)	-
Add: Items that will be reclassified to statement of Profit & Loss with	(1,244.66)	399.37	(1,244.66)	-
tax thereon
Total comprehensive income for the year	1,27,644.38	77,946.29	1,27,580.86	-

State of Companys Affairs

Financial performance - Standalone

Your company has achieved a total income of H 34,28,940.14 lakhs during the year under review as against H 31,96,162.50 lakhs in the previous financial year representing an increase of 7.28%. The net profit after tax of the company for the year under review is H 1,30,134.16 lakhs as against H 76,515.09 lakhs for the previous financial year representing an increase of 70.08%.

The export of the company during the year under review was H 22,877.24 lakhs as compared to H 32,349.94 lakhs during the previous financial year. Exports declined due to intense competition in the international market and higher cost of Indian Soya Products in comparison to other international suppliers.

Financial performance - Consolidated

It is the first year that the Company has presented its consolidated financial statements. During the financial year under review, your Company has achieved a consolidated total income of H 34,28,940.14 lakhs and a consolidated net profit after tax of H 1,30,070.64 lakhs.

Future Outlook

As we look ahead, Patanjali Foods Limited is poised to build on its integrated business model and unlock new avenues of growth across the food, FMCG, and wellness ecosystem. A major milestone for the Company has been the successful integration of the Home and Personal Care (HPC) business,

marking a strategic consolidation of Patanjali-branded Ayurvedic products into our growing FMCG portfolio. This integration not only strengthens our consumer proposition but also offers significant opportunities for operational synergies, improved margins, and a wider customer base. Coupled with an enhanced focus on e-commerce and modern trade (MT) platforms, and deeper penetration into general trade through an expanded distribution network, we are set to drive higher volume growth and market share across rural and urban India.

To support this growth, the Company is investing in capacity expansion through the commissioning of new manufacturing mills in key strategic locations. These facilities will enhance our processing capabilities in edible oils and value-added food products, improving supply chain responsiveness and cost competitiveness. Our commitment to sustainable palm oil cultivation has also seen renewed momentum with increased acreage under plantation, especially in the Northeast and Southern regions, reinforcing our long-term goal of domestic self-reliance. Additionally, Patanjali Foods is actively leveraging its wind power assets to meet captive energy requirements at manufacturing locations, aligning with our commitment to renewable energy and carbon reduction.

Sustainability continues to be a core pillar of our strategy. We are enhancing our ESG performance through targeted initiatives focused on energy efficiency, water stewardship, plastic neutrality, and responsible sourcing. To further elevate our operational efficiency and decision-making capabilities, we are rolling out SAP S/4HANA across the enterprise, which will provide robust digital infrastructure and real-time insights to support our next phase of growth. Looking beyond

borders, the Company is also scaling its international footprint through focused export initiatives across key global markets, particularly in the Middle East, Africa, and Southeast Asia, with an emphasis on natural, Ayurveda-based products. With these initiatives underway, Patanjali Foods is well-positioned to deliver sustainable, responsible, and profitable growth in the years to come.

Transfer to Reserves

During the year under review, no amount is proposed to be transferred to reserves. For complete details on movement in reserves and surplus during the financial year ended March 31, 2025, please refer to the Statement of Changes in Equity included in the financial statements.

Dividend

The Board of Directors, at its meeting held on October 24, 2024, declared Interim Dividend of H 8/- (Rupees Eight only) per equity share, being 400% of face value of H 2/- (Rupee Two only) each fully paid-up, for financial year ended March 31, 2025.

Further the Board of Directors, at its meeting held on May 15, 2025, has recommended Final Dividend of H 2/- (Rupee Two only) per equity share, being 100% of face value of H 2/- (Rupee Two only) each fully paid-up, for financial year ended March 31,2025, subject to approval of members at the ensuing Annual General Meeting (AGM) of the Company. The final dividend, as recommended by the Board, if approved at the ensuing AGM, will be paid to those Members whose names appear in the register of members / list of beneficial owners as on the record date, as specified in the Notice of AGM.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company has, accordingly, made payment of the dividend after deduction of tax at source.

The dividend recommended/paid is in accordance with the parameters and criteria as set out in the Dividend Distribution Policy which has been approved by the Board of Directors of the Company. The Dividend Distribution Policy is available at the web link https://www.patanjalifoods.com/wp-content/ uploads/2024/11/Dividend-Distribution-Policy-15-05-25.pdf in terms of Regulation 43A of the Listing Regulations.

Further, Members are requested to note that, dividends if not encashed for a consecutive period of seven (7) years from the date of transfer to Unpaid/Unclaimed Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (" I EPF") authority. The shares in respect of such unpaid/unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline.

Shareholders/claimants whose shares or unclaimed dividend, have been transferred to the IEPF may claim those dividends and shares from the IEPF Authority by complying with prescribed procedure and filing the e-Form IEPF-5 online with MCA portal.

Deposits

During the year under review, your Company has not accepted / renewed any deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

The Particulars of loans, guarantees or investments pursuant to section 186 of the Companies Act, 2013 are provided in the notes to the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, your Company has complied with the provisions of sections 129, 134 and 136 of the Act read with Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") for preparation of consolidated financial statements. Also a separate statement containing the salient features of the financial statement of subsidiaries, joint ventures and associates in Form AOC-1 is attached with this Integrated Annual Report.

Subsidiaries

During the year under review, the Company has two wholly owned subsidiary ("WOS") companies namely:

a. Contemporary Agro Private Limited (CIN:U46209UP2024PTC201221)

b. Rishikrishi Farming Private Limited (CIN:U46209UP2024PTC201232)

Associate

GHI Energy Private Limited ("GHI") was an associate of the Company with the Company holding 49% of the paid-up equity share capital of GHI. However, GHI issued further equity shares on May 13, 2019 without consent of the Company as a result of which Companys equity shareholding in GHI reduced to 19.34%. On persuasion by the Company, GHI has filed a petition with Honble National Company Law Tribunal, Chennai Bench ("Honble Tribunal") for reduction of capital under section 66 of the Act. Accordingly, pending confirmation of the Honble Tribunal of the aforesaid reduction of share capital of GHI, the Company continues to hold only 19.34% in GHI. Upon approval of the capital reduction by the Honble Tribunal and such capital reduction, being effective, the paid-up share capital of GHI shall stand reduced to the extent of the shares so extinguished and the original shareholding of 49% by the Company in GHI shall stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture, is under voluntary liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels LLP, a Joint Venture, has been impaired in the books of accounts of the Company in the year 2018-19 as per the provisions of applicable Ind-AS.

Change in Directors and Key Managerial Personnel ("KMP")

Directors

There was no change in the composition of Board of Directors of the Company during the financial year under review.

As on March 31, 2025, following is the composition of the Board of Directors of the Company:

Sr Name of Director No.	Category
1. Shri Acharya Balkrishna	Non-Executive - Non-Independent Director - Chairman
2. Shri Swami Ramdev	Non-Executive - Non-Independent Director
3. Shri Ram Bharat	Managing Director
4. Shri Girish Kumar Ahuja	Non-Executive - Independent Director
5. Shri Tejendra Mohan Bhasin	Non-Executive - Independent Director
6. Smt. Gyan Sudha Misra	Non-Executive - Independent Director

However, after closure of financial year, the Board of Directors based on recommendation of Nomination and Remuneration Committee at their meeting held on August 14, 2025, appointed Shri Durga Shanker Mishra (DIN: 02944212) as an additional non-executive independent director, not liable to retire by rotation for a term of three (3) consecutive years with effect from August 14, 2025 to August 13, 2028 and Shri Baghrai Majhi (DIN: 11125649) as an additional non-executive nominee director of the Company, with effect from August 14, 2025, liable to retire by rotation, subject to approval of members in the ensuing AGM.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the financial year under review.

As on March 31, 2025, your Company has following key managerial personnel:

Sr. Name of Key Managerial No. Personnel	Category
1. Shri Ram Bharat	Managing Director (MD)
2. Shri Sanjeev Kumar Asthana	Chief Executive Officer (CEO)
3. Shri Kumar Rajesh	Chief Financial Officer (CFO)
4. Shri Ramji Lal Gupta	Company Secretary (CS)

Statement on Declaration by Independent Directors

The Company has received necessary declaration from each of the Independent Directors confirming that he/she meets the criteria of independence as laid out in Section 149(6) of the Act read with the schedules and rules made thereunder and Regulation 16(1 )(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations and in the Companies Act, 2013 and possess requisite qualifications, experience and expertise (including the proficiency) and hold highest standards of integrity.

Policy on Directors Appointment and Policy on Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is available at the web link https://www.patanjalifoods.com/wp-content/ uploads/2024/11/Remuneration-and-Board-Diversity- Policy.pdf.

Particulars of Employees and Related Disclosures

As prescribed under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details are given in Annexure - I.

A statement containing particulars of employees as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate annexure forming part of this Report. In terms of Section 136 of the Act, the Integrated Annual Report and financial statements are being sent to the shareholders excluding the aforesaid annexure. The said annexure is available for inspection at the registered office of the Company during business hours and will be made available to any shareholder on request.

Number of Meetings of the Board

There were twelve (12) meetings of the Board of Directors held during the financial year under review. For attendance and other details, please refer to the Corporate Governance Report which forms part of this Integrated Annual Report.

Performance Evaluation of the Board, its Committees and Individual Directors

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking input from all the directors on the basis of criteria such as the Board

composition and structure, effectiveness of board process, information and functioning etc. The performance of the Committees was evaluated by the Board after seeking input from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc. The above criteria are as provided in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report attached as Annexure to this Integrated Annual Report.

The Company has put in place a policy containing, inter alia, the criteria for performance evaluation of the Board, its committees and individual Directors (including independent directors).

Directors Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors including internal financial controls, financial reporting by the Statutory Auditors and the reviews performed by the management and the relevant Board Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during financial year 2024-25.

Accordingly, as required under section 134(3)(c) read with section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

c. the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. t he internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

f. t he board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Auditors and their Reports Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm Registration No.101720W/W100355) were re-appointed as the Statutory Auditors of your Company at 36^th AGM held on September 29, 2022, for a further period of five (5) consecutive years from conclusion of 36^th AGM till the conclusion of the 41^st AGM of the Company on such remuneration as may be recommended by the Audit Committee and mutually agreed between the Board of Directors and the Auditors plus out of pocket expenses as may be incurred.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have submitted their Report on the financial statements of the Company for the financial year ended March 31, 2025, which forms part of this Integrated Annual Report. There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation or comments from the Board of Directors of your Company.

Furthermore, after the closure of the Financial Year 2024-25, based on the recommendations of the Audit Committee, the Board of Directors, at their meeting held on July 28, 2025, approved the appointment of M/s. Walker Chandiok & Co. LLP, Chartered Accountants (FRN: 001076N/N500013) as Joint Statutory Auditor for a term of five (5) consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, subject to approval of shareholders at the ensuing Annual General Meeting of the Company. The Company has received the necessary consent from M/s. Walker Chandiok & Co. LLP to act as Joint Statutory Auditor of the Company along with the certificate confirming that their appointment would be within the applicable limits.

Cost Auditor

The cost audit for the FY 2024-25 was undertaken by M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017). Their report does not contain any qualifications, reservations or adverse remarks and do not call for any further explanations.

Further, the Board of Directors on the recommendation of Audit Committee has re-appointed M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) as Cost Auditor, to conduct audit of the cost accounting records of the Company for the financial year ending on March 31, 2026. As required under section 148 of the Companies Act, 2013, a resolution regarding ratification of the remuneration payable to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the Notice convening the 39^th AGM of the Company.

Pursuant to provisions of section 134 of the Act read with rule 8(5) of the Companies (Accounts) Rules, 2014, it is confirmed that the Company has made and maintained the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, CS Prashant Diwan, Practicing Company Secretary (FCS: 1403, CP: 1979), was appointed as Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2025. The Secretarial Audit Report submitted by him in the prescribed Form MR-3 is annexed to this Report as Annexure - II and forms part of this Integrated Annual Report.

Observation made by Secretarial Auditor in his Report

The Secretarial Auditor in his secretarial audit report marked his observations in relation to the Code of Conduct pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 and stated that "Cases were found that Immediate Relative of designated persons have traded in securities of the Company during the closure of trading window which were reported to the BSE Limited and National Stock Exchange of India Limited and Securities and Exchange Board of India ("SEBI") wherever required as envisaged under the relevant circulars issued by SEBI."

Explanation by the Board to the observations made in the Secretarial Audit Report

The observation given by Secretarial Auditor is selfexplanatory.

The Company has undertaken an Annual Secretarial Compliance Audit for the financial year 2024-25 pursuant to Regulation 24A (2) of the SEBI Listing Regulations. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 has been submitted to the Stock Exchanges and the said report may be accessed on the Companys website at the link https://www.patanjalifoods. com/wp-content/uploads/2025/06/3_Letter-to-SEs- Secretarial-Compliance-Report-2025.pdf.

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board of Directors at its meeting held on August 14, 2025, based on the recommendation of the Audit Committee, appointed M/s. P. Diwan & Associates, Company Secretaries (Firm Registration Number: P2015MH041400) as Secretarial Auditor for a term of five (5) consecutive years commencing from April 01, 2025 till March 31, 2030, subject to the approval of the shareholders at the ensuing AGM of the Company. The Company has received the necessary consent from M/s. P. Diwan & Associates to act as the Secretarial Auditor of the Company along with the certificate confirming that his appointment would be within the applicable limits.

Internal Auditor

The Board appointed M/s GSA & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the financial year 2024-25. The Audit Committee considers and

reviews the Internal Audit Report submitted by the Internal Auditors on a quarterly basis.

Details in Respect of Frauds Reported by Auditors other than those which are reportable to the Central Government

The Statutory Auditor, Cost Auditor, Secretarial Auditor and Internal Auditor of your Company have not reported any fraud to the Audit Committee or to the Board of Directors under Section 143(12) of the Act, including rules made thereunder.

Internal Financial Control System and their Adequacy

The internal control systems include documented policies, checks and balances, guidelines and procedures, that are supplemented by robust internal audit processes and monitored continuously through periodical reviews by management to provide reasonable assurance that all assets are safeguarded and all transactions entered into by Company are authorised, recorded and reported properly.

Internal control systems are integral to the Companys corporate governance. The internal control systems and procedures are designed to assist in the identification and management of risks, the procedure-led verification of all compliances as well as an enhanced control consciousness.

The Board/Management are of the opinion that the Company has effective internal financial control systems and policies and such controls are operating effectively. The management is taking steps for further strengthening of internal financial controls.

The Board/Management has reviewed the internal controls framework of the Company with an objective to have a robust internal control framework commensurate with the size, scale and nature of business of the Company. The management has initiated steps to implement the robust internal control framework. This framework includes entity-level policies, processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Change in Nature of Business

During the year under review, there has been no change in the nature of the business of your Company.

Material Changes and Commitments Affecting the Financial Position of the Company

There have been no material changes and commitments affecting the financial position of your Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Risk Management

The Board of your Company has formed a Risk Management Committee to frame, implement and monitor the risk

management plan of the Company for identifying and mitigating various risks. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Company recognises that the emerging and identified risks need to be managed and mitigated to (a) protect its shareholders and other stakeholders interest; (b) achieve its business objectives; and (c) enable sustainable growth.

The details of various risks that are being faced by the Company are provided in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

Details of Policy developed and implemented on Corporate Social Responsibility

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, your Company has formed ESG & CSR Committee ("ECC") to approve activities to be undertaken, expenditure to be incurred and to monitor the performance of the Corporate Social Responsibility (CSR) activities undertaken by the Company.

The policy on CSR as approved by the Board of Directors is also hosted on the website of the Company and can be accessed from web link https://www.patanjalifoods.com/wp- content/uploads/2024/10/CSR-Policy-1.pdf.

The CSR Project of the Company for the year 2024-25 has been implemented by Patanjali Yogpeeth Trust registered under section 12A and 80G of the Income Tax Act, 1961. It is also registered with the Ministry of Corporate Affairs (MCA) vide registration no. CSR00005364 for undertaking CSR activities.

The following projects approved by the ESG & CSR Committee and Board of Directors of the Company implemented by Patanjali Yogpeeth Trust:

Project 1 - Construction of girls hostel building Project 2 - Expansion of Patanjali Ayurved Hospital Project 3 - Construction of sports complex Project 4 - Construction of tribal school building Project 5 - Installation of MRI machine

These activities are in accordance with Schedule VII to the Act.

The Board of Directors and the ESG & CSR Committee review and monitor from time to time the CSR activities being undertaken by the Company.

The annual report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended from time to time), is set out at Annexure - III, which forms part of this Integrated Annual Report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo

stipulated under section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, is annexed as Annexure - IV, which forms part of this Integrated Annual Report.

Share Capital

During the year under review, the Company has allotted 1,82,671 equity shares on March 13, 2025 and during current year 3,28,790 equity shares were allotted on May 14, 2025 and 1,03,101 equity shares were allotted on August 14, 2025, of face value of H 2/- (Rupee Two only) each, fully paid-up, to the eligible employees of the Company pursuant to exercise of Employee Stock Options (ESOPs) vested with them, in accordance with the PFL Employee Stock Option Plan 2023 ("ESOP 2023"/"Plan").

As on date of this report, the capital structure of the Company is as follows:

The paid-up equity share capital of your Company is H 7,252.19 lakhs divided into 36,26,09,415 equity shares of H 2/- (Rupee Two only) each fully paid-up.

Annual Return of the Company

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on the financial year ended March 31,2025 is placed on the Companys website at https://www. patanjalifoods.com/annual-return.

Secretarial Standards

Your Company has followed Secretarial Standards as issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs (MCA).

Corporate Governance and Management Discussion & Analysis Report

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as set out by the Securities and Exchange Board of India ("SEBI"). Your Company has also implemented several best governance practices.

Separate reports on Corporate Governance Compliance and Management Discussion and Analysis as stipulated under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Integrated Annual Report along with the requisite certificate issued by Secretarial Auditors of your Company regarding compliance of the conditions of Corporate Governance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR) for the year ended March 31, 2025 as stipulated under Regulation 34 of the Listing Regulations is annexed and forms part of this Integrated Annual Report.

Employee Stock Option Plan (ESOP)

With a view to attract, retain, motivate and reward key employees of the Company for their performance and to motivate them to contribute to the growth and profitability of the Company, the Company has granted stock options to

eligible employees under the PFL Employee Stock Option Plan 2023 ("ESOP 2023"/"Plan").

There is no material change in the ESOP Scheme during the financial year under review. The Employee Stock Option Plan is in compliance with the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the disclosures relating to the Employee Stock Option Plan as required under the abovementioned SEBI Regulations are available on the Companys website at https://www. patanjalifoods.com/wp-content/uploads/2025/02/PFL- Employee-Stock-Option-Plan-2023.pdf. The certificate of Secretarial Auditor confirming compliance of the ESOP 2023 with the Act and abovementioned SEBI Regulations is given in Annexure-V to this Integrated Annual Report.

Particulars of Contracts or Arrangements with Related Parties

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions. The updated policy can be accessed on the Companys website at https://www. patanjalifoods.com/wp-content/uploads/2024/11/Policy-on- Materiality-of-RPTs-16-06-25.pdf.

During the year under review, all related party transactions entered into by the Company were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis.

During the year under review, your company has acquired non-food business undertaking i.e. hair care, skin care, dental care and home care carried out by Patanjali Ayurved Limited (PAL), a related party, through a slump sale arrangement on a going concern basis for a consideration of H 1,100 crores (Rupees One Thousand One Hundred Crores Only) and also entered into License Agreement with PAL for use of its licensed Intellectual Properties. The amount of consideration for the grant of license agreed upon under the License Agreement is 3% (three percent) of the ‘Actual Gross Sales Value of the products subject to minimum yearly payment of H 83 Crores (Rupees Eighty-Three Crores only).

As specified above, there were no other contracts or arrangements with related parties that could be considered material in accordance with the Companys Policy on Materiality of Related Party Transactions. The disclosure of

related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC-2, is attached to this Integrated Annual Report.

Details of related party transactions entered into by the Company in terms of Ind AS-24 have been disclosed in Note No. 35 of the standalone financial statements forming part of this Integrated Annual Report.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- ESG & CSR Committee

- Stakeholders Relationship Committee

- Risk Management Committee.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Corporate Governance section, which forms a part of this Integrated Annual Report. Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of the Act and the Listing Regulations, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics. The policy provides adequate safeguards against victimisation of Directors and employees who avail such mechanism and also provides for direct access to the Vigilance Officer and the Chairman of Audit Committee.

The Audit Committee of the Board is entrusted with the responsibility to oversee the vigil mechanism. During the year, no personnel were denied access to the Audit Committee. The Vigil Mechanism/ Whistle Blower Policy is available on the website of the Company at https://www.patanjalifoods. com/wp-content/uploads/2024/11/Whistle-Blower-Policy.pdf.

Disclosure Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace 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. All employees (permanent, contractual, temporary and trainees) are covered under the said policy.

Your company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to redress complaints received, if any, on sexual harassment.

The following is the summary of complaints received and disposed off relating to sexual harassment and matters connected or incidental thereto during the FY 2024-25:

Number of complaints received :	NIL
Number of complaints disposed off :	NIL
Number of complaints pending for more than ninety (90) : days	NIL

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016 ("IBC")

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC by or against the Company.

Disclosure on One Time Settlement

During the year under review, the Company has not entered into any one-time settlement with the banks or financial institutions who have extended loan or credit facilities to the company.

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 significant and material orders passed by any regulator, court, tribunal impacting the going concern status of the Company and its operations in future.

Statement with respect to the compliance to the provisions relating to the Maternity Benefits Act, 1961.

The Company had complied with the provisions of the Maternity Benefits Act, 1961.

General

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

a. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or Whole-time Director of the Company.

b. During the year under review, the Company has not bought back any of its securities / not issued any sweat equity shares / not issued any equity shares with differential rights.

c. There was no revision of the previous years financial statements during the financial year under review.

Acknowledgement

The Directors take this opportunity to thank its investors, shareholders, bankers, distributors, key partners, and other service providers for their continued support. The Directors would like to convey their gratitude to Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support and guidance given by the Securities and Exchange Board of India, Reserve Bank of India, Ministry of Corporate Affairs, Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to employees at all levels for their dedication and commitment.