Srivari Spices & Foods Ltd Directors Report

Dear Members,

Your directors have the pleasure of presenting their Sixth (06^th) Annual Report on the business and operations of the company together with the audited financial statements of the Company for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The financial statements of the Company for the Financial Year ended 31^st March 2025, have been prepared in accordance with the applicable Accounting Standards (AS).

The standalone and consolidated financial highlights of your Company for the Financial Year ended 31^st March 2025 are summarised as follows:

(^ in Lakhs)

Particulars	FY 2024-25		FY 2023-24
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	11192.13	11380.54	7828.33	7828.33
Add: Other Income	6.69	7.56	0.2	0.2
Total Income	11198.81	11388.09	7828.53	7828.53
Total Expenses	9,790.57	9,995.90	6,825.32	6,825.33
Profit Before Tax (PBT)	1,408.25	1,392.19	1,003.21	1,003.20
Less: Tax Expenses	436.66	445.05	299.81	299.81
Net Profit after Tax (PAT)	971.59	947.15	703.40	703.39
Earnings Per Share(EPS)	12.43	12.18	11.19	11.19

COMPANY PERFORMANCE Standalone

During the year under review, the standalone revenue from operations grew to ^ 11,192.13 lakhs from ^ 7,828.33 lakhs last year, registering a growth of 42.97%.

The profit for the year was ^ 971.59 lakhs as against ^ 703.40 lakhs in the previous year, registering a growth of 38.13%.

The Earnings Per Share (EPS) for the year stood at ^ 12.43 per share, compared to ^ 11.19 per share for the previous year.

Consolidated

During the year under review, the consolidated revenue from operations grew to ^ 11,380.54 lakhs from ^ 7,828.33 lakhs last year, registering a growth of 45.34%.

The profit for the year was ^ 947.15 lakhs as against ^ 703.39 lakhs in the previous year, registering a growth of 34.65%.

The Earnings Per Share (EPS) for the year stood at ^ 12.18 per share, compared to ^ 11.19 per share for the previous year.

DIVIDEND

Dividend Proposal

The Board of Directors is pleased to recommend a final dividend of ^0.50 per equity share (i.e., 5% on the face value) for the financial year ended 31^st March 2025, subject to the approval of the shareholders at the ensuing Annual General Meeting.

Dividend Distribution Policy - SEBI Regulation 43A

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is not applicable to the Company, as it does not fall within the top thousand listed entities by market capitalization.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not applicable, as no dividend has been declared or paid in the last seven years Consequently, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125(e) of the Companies Act, 2013, as there are no unclaimed amounts outstanding for a period of seven years from the date it became due for repayment.

TRANSFER TO RESERVES

The Company has a Closing Balance of ^ 5013.00 Lakhs as Reserve and Surplus as on 31.03.2025. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sl. No. Particulars	Amount (^ in lakhs)
1. Opening Balance	1684.55
2. Profit for the year	971.59
3. Security Premium	2356.86
4. Initial Public Issue Expenses	0
Total	5013.00

SHARE CAPITAL & CHANGES IN SHARE CAPITAL Authorised Share Capital:

The Authorised Share Capital of the Company for the financial year ended 31^st March 2025 is ^ 10,00,00,000/- divided into 1,00,00,000 equity shares of ^10/- each.

During the year, the authorised share capital of the company has been increased from ^ 7,50,00,000/- comprising of 75,00,000 Equity Shares of ^ 10/- each to ^ 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of ^ 10/- each with the approval of members on 31^st May 2024 through postal ballot.

Paid-up-Share Capital:

The paid-up share capital of the company for the financial year ended 31^st March 2025 is ^ 8,57,04,000/- divided into 85,70,400 equity shares of ^ 10/- each.

During the financial year under review, the paid-up share capital of the company increased from ^ 7,14,20,000/- consisting of 71,42,000 equity shares of ^ 10/- each to ^ 8,57,04,000/- consisting of 8570400 equity shares of ^ 10/- pursuant to the allotment of 14,28,400 equity shares of ^ 10/- each at a premium of ^ 165 per Equity Share on 11^th October 2024 by way of allotment of rights shares to the existing shareholders of the company.

As on 31^st March 2025, all the Equity Shares of the company are held in dematerialized form and traded electronically, except for 1000 Equity Shares held in physical form by a shareholder.

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, or employees stock options, and has not bought back any of its shares during the year. Accordingly, no disclosures are required under Rule 4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 read with Section 62 of the Companies Act, 2013.

SUBSIDIARIES AND JOINT VENTURES

The Board of Directors of the Company, at its meeting held on 2^nd February 2024, approved the incorporation of a wholly owned subsidiary in India. Accordingly, M/s. Srivari Supply Chain Private Limited was incorporated on 3^rd March 2024 with an authorized share capital of ^10,00,000/- (Rupees Ten Lakhs only), divided into 1,00,000 equity shares of ^10/- each, and an initial paid-up share capital of ^1,00,000/- (Rupees One Lakh only), divided into 10,000 equity shares of ^10/- each, fully subscribed by the Company.

Subsequently, on 29^th April 2024, the Company reduced its equity stake in M/s. Srivari Supply Chain Private Limited from 100% to 40% by way of transfer of shares to another shareholder.

Thereafter, on 27^th December 2024, the Company acquired the remaining 60% equity stake from the said shareholder, thereby restoring its holding to 100% and making M/s. Srivari Supply Chain Private Limited, a wholly owned subsidiary once again.

Later, the Board of Directors and the Audit Committee, at their meetings held on September 01, 2025, approved the proposal to divest 100% stake in the Companys wholly-owned subsidiary, Srivari Supply Chain Private Limited ("SSCPL"). The said proposal is being placed before the shareholders for approval at the ensuing Annual General Meeting. Detailed information relating to the proposed sale is provided under Item No. 7 of the Notice and the accompanying Explanatory Statement

REPORT ON PERFORMANCE AND FINANCIAL POSITIONS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The statement containing the salient features of the financial statements of the subsidiary, pursuant to sub-section 3 of Section 129 of the Companies Act, 2013, in Form AOC-1, is herewith annexed to this report and marked as Annexure - I. The statement also provides the details of the performance and financial position of the subsidiary.

MATERIAL CHANGE AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

Post closure of the financial year, the Board of Directors and the Audit Committee, at their meetings held on September 01, 2025, approved the proposal to divest 100% stake in the Companys wholly-owned subsidiary, Srivari Supply Chain Private Limited ("SSCPL"). The said proposal is being placed before the shareholders for approval at the ensuing Annual General Meeting. Detailed information relating to the proposed sale is provided under Item No. 7 of the Notice and the accompanying Explanatory Statement.

DISCLOSURE UNDER COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

Your company has altered the capital clause of the Memorandum of Association of the Company, pursuant to the increase in the authorised capital of the Company from ^ 7,50,00,000 to ^10,00,00,000 vide resolution dated 31^st May 2024 passed by the members through postal ballot.

However, there is no change in the Articles of Association of the Company during the period under review.

RIGHTS ISSUE

The Board of Directors of the Company, at its meeting held on 17^th April 2024, approved a rights issue of equity shares to raise up to ^25 Crores.

The Company submitted the Draft Letter of Offer to the National Stock Exchange of India Limited (NSE) on 12^th July 2024. Thereafter, NSE, vide its letter dated 22^nd August 2024, granted in-principle approval for the use of its name in the Letter of Offer for the proposed rights issue.

Subsequently, on 29^th August 2024, the Board approved the issuance of up to 14,28,400 (Fourteen Lakhs Twenty-Eight Thousand Four Hundred) Rights Equity Shares of ^10/- each at an issue price of ^175/- per share (including a premium of ^165/- per share), aggregating to ^24,99,00,000/- (Rupees Twenty-Four Crores and Ninety-Nine Lakhs only), to all eligible equity shareholders of the Company as on the Record Date of 4^th September 2024, on a rights basis.

The Board at its meeting held on 10^th September 2024, approved the Letter of Offer, Abridged Letter of Offer, the Application form, and the Rights Entitlement Letter dated September 10, 2024.

The Rights Issue remained open from 24^th September 2024 to 3^rd October 2024. The Basis of Allotment was finalized on 11^th October 2024, in consultation with NSE, the Registrar to the Issue, and the Merchant Banker. Pursuant to which, 14,28,400 equity shares of ^10/- each were allotted under the Rights Issue.

The Company received listing approval from NSE on 16^th October 2024 for trading of the aforesaid equity shares. Consequently, the 14,28,400 equity shares issued under the Rights Issue were listed and admitted to dealings on the NSE - SME Platform with effect from 17^th October 2024, under the symbol "SSFL".

UTILIZATION OF IPO PROCEEDS:

During the year, the Company successfully raised ^2,499.00 Lakhs through the Rights Issue of equity shares. The gross proceeds from the Rights Issue have been utilized in line with the purposes stated in the Letter of Offer, and there has been no deviation or variation in the utilization of funds as compared to the objects of the issue.

DIRECTORS & KEY MANAGERIAL PERSONNEL COMPOSITION OF THE BOARD

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive & Independent Directors. As on the 31^st March, 2025, the Board comprises 4 (Four) Directors, out of which 2 are Executive Directors, including one Women director, and 2 are non-Executive & Independent Directors. The Chairman of the Board is an Executive Director.

The details of the directors and key managerial personnel of the company are provided as follows:

Sl. No.	Name	Designation
1.	Neihaa Rathi	Chairman & Whole Time Director
2.	Narayan Das Rathi	Whole Time Director
3.	Uday Kiran Reddy Sama	Independent Director
4.	Rashida Younus Ahmedabadwala	Independent Director
5.	Hari Prasad Puttumurthi	Independent Director*
6.	Venkata Srinivasan Kodakalla	Additional Director**
7.	Barla Sushma	Company Secretary & Compliance Officer
8.	Naveena Chepur	Chief Financial Officer

* Mr. Hari Prasad Puttumurthi (DIN: 09633295), Independent Director, resigned from his position effective from 28^th May, 2024, due to pre-occupation

* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as an additional director in the Independent (Non-Executive) Category by the board at its meeting held on 28^th May, 2024, and resigned from his position effective from 14^th July, 2025, due to pre-occupation

DIRECTOR RETIRING BY ROTATION

During the financial year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Narayan Das Rathi (DIN: 09065949) retired by rotation and was re-appointed by the members of the Company in the 05^th Annual General Meeting held on 30^th September 2024.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Neihaa Rathi (DIN: 05274847), Executive Director of the Company, being longest in the office amongst the Directors liable to retire by rotation is proposed to retire at the ensuing 06^th Annual General Meeting and being eligible has offered herself for re-appointment at the said meeting of the Company. Appropriate resolution is being presented in the Notice of the 06^th Annual General Meeting for the approval of members in this regard.

APPOINTMENT & CESSATION OF THE BOARD OF DIRECTORS AND THE KEY MANAGERIAL PERSONNEL

During the year under review, the following changes in the Board of Directors and the Key Managerial Personnel took place:

i) Mr. Hari Prasad Puttumurthi (DIN: 09633295), Independent Director, resigned from the office of directorship w.e.f. 28^th May, 2024, due to pre-occupation. The Board expresses its sincere appreciation for the valuable guidance and contribution made by Mr. Puttumurthi during his tenure as an Independent Director.

ii) Based on the recommendation of the Nomination & Remuneration Committee, the board appointed

Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) as the Additional Director in the Independent (NonExecutive) Category during its meeting held on 28^th May, 2024.

Subsequently, at the Annual General Meeting of the company held on September 30, 2024, the members of the company appointed Ms. Venkata Srinivasan Kodakalla (DIN: 10254552) as a NonExecutive Independent Director of the Company w.e.f. 28^th May 2024, for a term of 5 (five) years

Later, Mr. Srinivasan resigned from the office of directorship w.e.f. 14^th July, 2025, due to preoccupation. The Board expresses its sincere appreciation for the valuable guidance and contribution made by Mr. Venkata Srinivasan Kodakalla during his tenure as an Independent Director.

iii) Board of Directors, in their meeting held on 01^st September, 2025, upon recommendation of Nomination & Remuneration committee, recommended for re-appointment of Mrs. Neihaa Rathi (DIN: 05274847) as Chairman & Whole Time Director of the Company for a period of 3 (three) years w.e.f. 02^nd March, 2026, Subject to approval of members of the Company in the ensuing Annual General Meeting.

iv) Board of Directors, in their meeting held on 01^st September, 2025, upon recommendation of Nomination & Remuneration committee, recommended for re-appointment of Mr. Narayan Das Rathi (DIN: 09065949) as Whole Time Director of the Company for a period of 3 (three) years w.e.f. 02^nd March, 2026, Subject to approval of members of the Company in the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declaration of independence in accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 07^th March 2025 to discuss relevant items, including the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/ experience in their respective fields/ professions. These Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and were selected and appointed, based on well- defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise, and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties effectively.

All the Independent Directors of the Company have been registered and are members of the Independent

Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019, and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out the evaluation of its own performance and the performance of Individual Directors, Board Committees, including the Chairman of the Board, on the basis of attendance, contribution, and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations, etc, was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at a separate meeting held by the Independent Directors of the Company.

BOARD MEETINGS

During the year, the Board of Directors convened fourteen (14) meetings, adhering to the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standards on Board Meetings, with the gap between two meetings not exceeding 120 days. Notices of the Board meetings were provided to all the Directors of the Company well in advance. Additional meetings were held depending upon the requirements of the Company. Details of these meetings, including attendance records for each director, are provided below.

Sl. No.	Date of Board Meeting		Name of the Director and his/her attendance
			Narayan Das Rathi	Neihaa Rathi	Uday Kiran Reddy Sama	Rashida Younus Ahmedaba dwala	Hari Prasad Puttumurt hi	Venkata Srinivasan Kodakalla
1.	17 April 2024		?	?	?	?	?	NA**
2.	29 April 2024		?	?	?	?	?
3.	28 May 2024		?	?	?	?	?
4.	27 June 2024		?	?	?	?	NA*	?
5.	12 July 2024		?	?	?	?		?
6.	06 August 2024		?	?	?	?		LA
7.	29 August 2024		?	?	?	?		?
8.	04 September 2024		?	?	?	?		?
9.	10 September 2024		?	?	?	?		?
10.	10 October 2024		?	?	?	?		?
11.		11 October 2024	?	?	?	?		?
12.		11 November 2024	?	?	?	?		?
13.		27 December 2024	?	?	?	?		?
14.		07 March 2025	?	?	?	?		?

* Mr. Hari Prasad Puttumurthi (DIN: 09633295), Independent Director, resigned from the office of directorship w.e.f. 28^th May, 2024, due to pre-occupation.

** Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as an Additional Director (Independent Category) by the board at its meeting held on 28^th May, 2024.

BOARD COMMITTEES

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently Four (4) committees of the Board, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

4. Corporate Social Responsibility Committee

Audit Committee

The Audit Committee was duly constituted by the board on 07^th April 2023, in accordance the section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time. It adheres to the terms of reference, which were prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Committee was re-constituted on 01^st September 2025.

During the financial year under review, the Audit Committee convened 6 (Six) meetings on the following dates: 29^th April 2024, 28^th May 2024, 27^th June 2024, 04^th September 2024, 11^th November 2024, and 27^th December 2024. The attendance records of the members of the Committee are as follows:

Name	Designation in the committee	Nature of Directorship	No. of Meetings
			Held	Entitled to attend	Attended
Mr. Uday Kiran Reddy Sama	Chairman	Independent Director	6	6	6
Ms. Rashida Younus Ahmedabadwala	Member	Independent Director	6	6	6
Mr. Hari Prasad Puttumurthi*	Member	Independent Director	6	2	2
Mr. Venkata Srinivasan Kodakalla**	Member	Independent Director	6	4	4
	Member	Whole Time	6	0	0
Mr. Narayan Das Rathi***		Director

* Mr. Hari Prasad Puttumurthi (DIN: 09633295), ceased to be a member of the committee w.e.f. 28.05.2024.

* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as a member of the committee w.e.f.

28.05.2024 and ceased to be a member of the committee w.e.f. 14.07.2024

*** Mr. Narayan Das Rathi became a member of the Committee w.e.f. 01.09.2025

Nomination & Remuneration Committee

The Nomination and Remuneration Committee was duly constituted by the board on 07^th April 2023, in accordance with Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time. The Committee was reconstituted on 28^th May 2024.

During the financial year under review, the Nomination and Remuneration Committee convened 2 (Two) meetings on the following dates: 28^th May 2024 and 04^th September 2024. The attendance records of the members of the Committee are as follows:

Name	Designation in the committee	Nature of Directorship	No. of Meetings
			Held	Entitled to attend	Attended
Mr. Uday Kiran Reddy Sama	Chairman	Independent Director	2	2	2
Ms. Rashida Younus Ahmedabadwala	Member	Independent Director	2	2	2
Mr. Hari Prasad Puttumurthi*	Member	Independent Director	2	1	2
Mr. Venkata Srinivasan Kodakalla**	Member	Independent Director	2	1	1

* Mr. Hari Prasad Puttumurthi (DIN: 09633295), ceased to be a member of the committee w.e.f. 28.05.2024.

* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as a member of the committee w.e.f.

28.05.2024 and ceased to be a member of the committee w.e.f. 14.07.2024

Stakeholders Relationship Committee

The Stakeholders Relationship Committee was duly constituted by the board on 07^th April 2023 and is in compliance with the requirements of Section 178 of the Companies Act, 2013, and the Committee was reconstituted on 01^st September 2025.

During the year under review, one meeting of the Stakeholders Relationship Committee was held on 07^th March 2025, and the attendance records of the members of the Committee are as follows:

Name	Designati on in the committe e	Nature of Directorship		No. of Meetings
			Held	Entitled to attend	Attended
Mr. Uday Kiran Reddy Sama	Chairman	Independent Director	1	1	1
Ms. Rashida Younus Ahmedabadwala	Member	Independent Director	1	1	1
Mr. Hari Prasad Puttumurthi*	Member	Independent Director	1	NA	NA
Mr. Venkata Srinivasan Kodakalla**	Member	Independent Director	1	1	1
Mrs. Neihaa Rathi***	Member	Chairman & Whole Time Director	1	0	0

* Mr. Hari Prasad Puttumurthi (DIN: 09633295), ceased to be a member of the committee w.e.f. 28.05.2024.

* * Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) was appointed as a member of the committee w.e.f.

28.05.2024 and ceased to be a member of the committee w.e.f. 14.07.2024

*** Mrs. Neihaa Rathi became a member of the Committee w.e.f. 01.09.2025

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was duly constituted by the board of directors on 04^th September 2024 in accordance with Section 135 of the Companies Act, 2013, and was reconstituted on 01^st September 2025.

During the year under review, one meeting of the Corporate Social Responsibility Committee was held on 07^th March 2025, and the attendance records of the members of the Committee are as follows:

Name	Nature of Directorship	Designation	No. of Meetings
			Held	attended
Mr. Uday Kiran Reddy Sama	Chairman	Independent Director	1	1
Ms. Rashida Younus Ahmedabadwala	Member	Independent Director	1	1
Mr. Venkata Srinivasan Kodakalla*	Member	Independent Director	1	1
Mr. Narayan Das Rathi	Member	Chairman & Whole Time Director	1	1

* Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) ceased to be a member of the committee w.e.f.

14.07.2024

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS - 18). These transactions were at an arms length basis and in the ordinary course of business.

During the year under review, contracts or arrangements entered into with the related party, as defined under Section 2(76) of the Companies Act, were in the ordinary course of business and an arms length basis. There were no materially significant Related Party Transactions with the Companys promoters, directors, management or their relatives which could have had a potential conflict with the interests of the Company.

Form AOC-2, containing a note on the Related Party Transactions, is enclosed herewith as Annexure II to this report.

RELATED PARTY TRANSACTIONS - APPLICABILITY OF REGULATION 23 OF SEBI (LODR), 2015

As on 31 March 2025, the Companys net worth exceeded ^25 crore, thereby attracting the applicability of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Related Party Transactions.

In compliance with the said Regulation, the Company has adopted a Board-approved Policy on Related Party Transactions, which governs the review, approval, and disclosure of all transactions with related parties.

The Related Party Transaction Policy, as approved by the Board, may be accessed on the Companys website https://srivarispices.com/codes-policies.php

Further, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company is seeking the approval of the shareholders at the ensuing Annual General Meeting for material related party transactions proposed for the financial year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Committee of the Company has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee is entrusted with the responsibility to:

• formulate and recommend to the Board the CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act;

• recommend the amount of expenditure to be incurred on such CSR activities; and

• monitor the implementation of the CSR Policy of the Company.

The brief outline of the CSR Policy of the Company, along with the initiatives undertaken during the year, is provided in "Annexure III" to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For the financial year 2024-25, the Company has spent an amount of ^12,25,000/- (Rupees Twelve Lakhs Twenty-Five Thousand only) towards CSR activities. The expenditure was incurred for the welfare of underprivileged children, by providing them medical assistance under the sectors of Education and Healthcare, through Ashirvad Foundation.

AUDITORS AND THEIR REPORTS AND RECORDS

Statutory Auditors:

M/s. Rao & Shyam, Chartered Accountants (FRN: 006186S), Hyderabad, were appointed as the Statutory Auditors of the Company at the 04^th Annual General Meeting held on 30^th September 2023 for a term of five years, to hold office till the conclusion of the 09^th Annual General Meeting of the Company. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013, and the Rules framed thereunder.

The Auditors Report on the standalone & consolidated financial statements of the Company for the financial year 2024-25 does not contain any qualification, reservation, adverse remark, or disclaimer. The notes on the financial statements referred to therein are self-explanatory and do not require any further comments from the board.

Secretarial Auditors:

In terms of the provision of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at the recommendation of the Audit Committee, had appointed M/s. P.S. Rao & Associates, Practicing Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31^st March, 2025. The Secretarial Audit Report, in form MR-3, for the financial year 2024-25 forms part of this Report as Annexure IV. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

Further, Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015, the Board of Directors of your Company, considering the experience, competency, efficiency, independence, etc. and on the recommendation of the Audit Committee, at its meeting held on 01^st September, 2025, subject to approval of members of the Company in the ensuing AGM, has appointed P. S. Rao & Associates, Practicing Company Secretaries as Secretarial Auditors for a period of 5 years commencing from FY 2025-26 till FY 2029-30, at a remuneration of Rs. 3,00,000/- (plus applicable taxes for the remuneration as may be decided by the Board of Directors of the Company in consultation with the Secretarial Auditors, for subsequent years.

Cost Audit/ Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of the products manufactured by it, and such accounts and records are duly maintained for the financial year 2024-25.

However, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable.

Internal auditors:

The Board on the recommendation of the Audit Committee of the Company in its meeting held on 28^th May, 2024, appointed M/s. M N H & Co, Chartered Accountants (Firm Registration No. 006186S) as the

Internal Auditor of the Company to conduct the Internal Audit for the financial year 2024-25 as required under section 138 of the Companies Act, 2013 and rules made thereunder.

COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMERS

Statutory Auditors:

As there is no qualification, reservation or adverse remark in the reports given by the Statutory Auditors for the Financial Year 2024-25, your directors need not provide any clarification on the same.

Secretarial Auditors:

There is no qualification, reservation or adverse remark in the reports given by the Secretarial Auditors, for the financial year 2024-2025.

Reporting of Frauds

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in the Boards Report under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains an internal financial control system that aligns with its operational needs. Management actively monitors the safeguarding of assets, the prevention and detection of fraud and errors, and ensures the accuracy and completeness of accounting records, including the timely preparation of reliable financial information.

All transactions are duly authorized, accurately recorded and reported to Management. The Company adheres to all applicable Accounting Standards to ensure proper maintenance of accounting records and accurate financial reporting. The Company remains committed to upholding robust systems and procedures appropriate to its size and business nature, ensuring that assets are protected against loss and that financial and operational information is accurate and complete.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as Annexure V and forms part of this report.

CORPORATE GOVERNANCE REPORT

Since the Companys securities are listed on the SME Platform of NSE - EMERGE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Boards Report.

ANNUAL RETURN

In terms of Section 92(3) of the Act, read with Rule 11 of The Companies (Management and Administration) Rules, the Annual Return, comprising the requisite details in Form MGT-7, has been prepared and made available on the website of the Company under the web link https://srivarispices.com/annual-return.php

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS MADE BY THE COMPANY UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

DEPOSITS

During the year under review, Your Company has not accepted any deposits within the meaning of Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has received declarations with respect to loans received from the directors of the company, stating that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief, the Board of Directors hereby submits that:

a) In the preparation of the Annual accounts, for the year ended on March 31, 2025, the applicable accounting standards have been followed, and there is no material departure from the same;

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 for the Financial Year ended on March 31, 2025;

c) The directors had taken proper and sufficient care 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 directors had prepared the Annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and are operating effectively, and

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

RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor, and mitigate/control the probability and/or impact of unfortunate events. The Company has initiated a process of preparing a comprehensive risk assessment and minimization procedures. The major risks are being identified by the Company in areas of operations, financial processes, human resources, and statutory compliance.

The Company has developed and implemented a risk management policy, which includes the identification therein of elements of risk, which, in the opinion of the board, may threaten the existence of the Company.

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

The information pertaining to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Energy:

i) The steps taken or impact on conservation of energy:

The Company prioritizes energy cost savings by continually striving to reduce per-unit energy consumption. We are committed to optimizing energy use and minimizing waste wherever possible. Our energy consumption is monitored regularly to identify and implement measures for improved efficiency.

ii) The steps taken by the Company for utilizing alternate source of energy:

The Company is actively exploring alternative energy sources to support internal power generation for our operations.

iii) The capital investment in energy conservation equipment:

No capital investment was made in energy conservation equipment during the financial year.

B. Technology Absorption:

The Company is dedicated to improving product quality and reducing costs. However, during the year, there were no new technology imports or independent research and development activities. Consequently, there was no significant expenditure on technology or R&D.

C. Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and outgo is Nil.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieving its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and such a work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, a certificate duly signed by the CEO/ CFO of the Company is appended as an Annexure to this Report.

LISTING AND DEPOSITORY FEE

Your Company has paid the Annual Listing Fee for the financial year 2025-26 to the National Stock Exchange of India Ltd according to the prescribed norms & regulations. The company has also paid Annual Custody Fee to National Securities Depository Limited and the Issuer Fee to Central Depository Services (India) Limited for the financial year 2025-26.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.

The Whistle Blower Policy has been duly communicated within your Company. Under the Whistle Blower Policy, the confidentiality of those reporting violations is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Whistle Blower Policy may be accessed on the Companys website https://srivarispices.com/codes- policies.php

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013

Your Company has always provided a safe and harassment-free workplace to every individual working on its premises through various policies and practices. Your Company always endeavors to create an environment that is free from discrimination and harassment, including sexual harassment.

Your Company has adopted the Prevention of Sexual Harassment Policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Complaint Committee (ICC) has been duly constituted by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy can be accessed at the website of the Company at https://srivarispices.com/codes-policies.php.

Summary of harassment complaints during the financial year under review:

• No. of sexual harassment complaints received: Nil

• No. of complaints disposed off: Nil

• No. of cases pending for more than 90 days complaints disposed off: Nil DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments introduced by the Maternity Benefit (Amendment) Act, 2017.

During the year under review, no employee of the Company availed maternity benefits. However, the Company has adequate policies and systems in place to extend all statutory benefits to eligible women employees, including:

• Paid maternity leave of 26 weeks,

• Provision of nursing breaks and creche facility (as applicable),

• Assurance of non-discrimination in recruitment and service conditions on grounds of maternity, and

• Awareness and sensitization programs to support female employees during maternity.

The Company remains committed to fostering a supportive and inclusive workplace that prioritizes employee well-being and gender equity.

INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure VI.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of ^ 1 crore and 2 Lakhs, or employees who are employed for part of the year and in receipt of ^ 8.50 Lakhs or more per month.

APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2024-25.

One-Time Settlement

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2024-25.

OTHER INFORMATION

(i) Significant and material orders passed by the regulators

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals affecting the going concern status and the Companys operations in the future.

(ii) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(iii) Compliance with Secretarial Standards

Your Company has complied with the secretarial standards i.e., SS-1, and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs

(iv) Compliance Officer

The Compliance Officer of the Company is Ms. Sushma Barla (ICSI Membership No. A51275) who is the designated Company Secretary of the Company

(v) Compliance with the Sebi (Listing Obligations & Disclosure Requirements) Regulations, 2015

The companys equity shares are listed on the SME Platform of NSE - Emerge. The company has paid the Annual Listing Fees to NSE for the Financial Year 2025-26. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly made by the company.

(vi) Registrar And Share Transfer Agent

The Company has appointed Bigshare Services Limited as its Registrar and Share Transfer Agent

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(vii) Credit Rating

The Company has no credit rating during the year under review.

ACKNOWLEDGMENT AND APPRECIATION

Your directors express their heartfelt gratitude to all the stakeholders including suppliers, distributors, wholesalers, retailers, customers, and lenders for their trust, confidence, and unwavering support of the Company.

We reaffirm our commitment to operating with honesty, integrity, and respect, and to being accountable to all our stakeholders

Additionally, we sincerely appreciate the dedicated efforts of our employees, whose wholehearted commitment drives our success.

We also wish to acknowledge and thank the Central and State Governments, the Stock Exchange, RBI, and other Regulatory Bodies, Bankers, associates, and well-wishers for their ongoing cooperation and support.

By Order of The Board of Directors For Srivari Spices and Foods Limited

	Sd/-	Sd/-
	Narayan Das Rathi	Neihaa Rathi
Place: Hyderabad	Whole Time Director	Chairman &Whole Time Director
Date: 01.09.2025	DIN:09065949	DIN:05274847