Tanvi Foods India Ltd Directors Report

To

The Members,

Your Directors take pleasure in presenting the 19 th Annual Report on the business and operations of Tanvi Foods (India) Limited (Company) together with the audited standalone and consolidated financial statements and the reports of the auditors thereon, for the financial year ended March 31,2026.

FINANCIAL SUMMARY:

The following are the financial highlights of the Company:

(Rs. in lakhs)

	STANDALONE		CONSOLIDATED
Particulars	For the FY ended 31.03.2026	For the FY ended 31.03.2025	For the FY ended 31.03.2026	For the FY ended 31.03.2025
Revenue from Operations	10,639.34	8,469.74	10,256.19	8,536.09
Other Income	353.35	12.38	353.35	13.46
Total Revenue	10,992.69	8,482.12	10,609.54	8,549.54
Total Expenses	10,902.14	8,451.44	10,393.85	8,519.29
Exceptional Items	-	-	-	-
Prior period items	-	-	-	-
Profit before tax	90.55	30.68	215.69	30.25
Tax Expenses including deferred tax	-0.43	-5.87	0.25	-5.87
Profit after tax	90.98	36.55	215.44	36.12

REVIEW OF PERFORMANCE & STATE OF AFFAIRS:

STANDALONE PERFORMANCE

Revenue from operations increased by Rs. 2,169.60 lakhs, from Rs. 8,469.74 lakhs in FY 2024-25 to Rs. 10,639.34 lakhs in FY 202526, representing growth of approximately 25.62%. Total revenue was Rs. 10,992.69 lakhs as against Rs. 8,482.12 lakhs in the previous year. Profit before tax increased to Rs. 90.55 lakhs from Rs. 30.68 lakhs, and profit after tax increased to Rs. 90.98 lakhs from Rs. 36.55 lakhs.

CONSOLIDATED LEVEL

Your Company holds a 100% stake in Polar Cube Cold Storage Solutions Private Limited and 55% stake in Tanvi Foods USA Inc. During the year under review, the Company divested its entire shareholding in Squarepeg Distribution Services Private Limited and consequently, it ceased to be a wholly owned subsidiary of the Company.

The consolidated financial performance presented herein comprises the financial performance of the Company and its subsidiaries, as applicable, in accordance with the applicable Accounting Standards. Members are requested to refer to the consolidated financial statements, the Independent Auditors Report and the accompanying notes for complete details.

On a consolidated basis, revenue from operations was Rs. 10,256.19 lakhs as against Rs. 8,536.09 lakhs in the previous year. Total revenue was Rs. 10,609.54 lakhs, profit before tax was Rs. 215.69 lakhs and profit after tax was Rs. 215.44 lakhs. The consolidated results include the performance of the subsidiaries consolidated in accordance with the applicable Accounting Standards.

The Company continued to strengthen its frozen-food manufacturing and distribution platform and its overseas market presence. There was no change in the nature of the principal business of the Company during the year.

TRANSFER TO RESERVES

The Board does not propose to transfer any amount to the General Reserve for the financial year ended March 31,2026.

CONSOLIDATED FINANCIAL STATEMENTS

The Company has prepared the Consolidated Financial Statements in accordance with Section 129(3) of the Companies Act, 2013, the Companies (Accounts) Rules, 2014 and Accounting Standard (AS) 21 - Consolidated Financial Statements. The Consolidated Financial Statements reflect the financial performance and position of the Company and its subsidiaries, as applicable.

The Audited Consolidated Financial Statements, together with the Independent Auditors Report thereon, are annexed to and form part of this Annual Report. Members are requested to refer to the Consolidated Financial Statements and the accompanying notes for further details.

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as mentioned below:

i) Polar Cube Cold Storage Solutions Private Limited (Wholly Owned Subsidiary)

During FY 2025-26, Polar Cube Cold Storage Solutions Private Limited recorded revenue from operations of Rs. 64.50 lakhs and incurred total expenses of Rs. 61.86 lakhs. The company earned a profit before tax of Rs. 2.64 lakhs and a profit after tax of Rs. 1.96 lakhs after providing for tax expense of Rs. 0.68 lakh. In the previous financial year, it recorded revenue from operations of Rs. 66.34 lakhs and incurred total expenses of Rs. 66.84 lakhs, resulting in a loss before and after tax of Rs. 0.46 lakh.

ii) Tanvi Foods USA Inc. (55% Subsidiary)

During FY 2025-26, Tanvi Foods USA Inc. recorded revenue from operations of Rs. 932.59 lakhs and incurred total expenses of Rs. 810.10 lakhs, resulting in a profit before and after tax of Rs. 122.50 lakhs. The subsidiary had no revenue or profit during FY 2024-25.

iii) Tanvi Foods UK Limited (51% Subsidiary)

Tanvi Foods UK Limited was incorporated in Milton Keynes, United Kingdom, on 08.01.2026. The subsidiary had not commenced commercial operations as at March 31,2026. Accordingly, its revenue from operations and profit or loss for FY 2025-26 were Nil and have also not been considered for the purpose of consolidation.

During the year under review, the Company divested its entire shareholding in Squarepeg Distribution Services Private Limited. Consequently, it ceased to be a wholly owned subsidiary of the Company.

REVIEW OF OPERATIONS

The Company continued its commercial operations at its state-of-the-art manufacturing facility situated at Seetharampuram, Krishna District, Andhra Pradesh, which commenced commercial operations on April 4, 2024. The facility is located approximately 20 kilometres from Vijayawada International Airport and has been developed in line with international food-quality and safety standards.

The facility manufactures samosas, including vegetable, corn and Irani varieties; fresh and frozen agricultural products, including corn and green peas; snacks, including spring rolls and other varieties of rolls; and other ready-to-cook food products, including dals and curries. It is equipped with modern processing equipment and blast-freezing technology designed to preserve product quality, improve shelf life and reduce dependence on preservatives.

The total value of the project is approximately Rs. 45 crore, funded through a combination of internal accruals, capital infusion through equity shares and borrowings. The facility has strengthened the Companys manufacturing capabilities, enabled expansion of its stockkeeping units and enhanced its ability to cater to the increasing demand for frozen and ready-to-cook food products in domestic and overseas markets.

The Company holds a Central FSSAI licence for the Seetharampuram facility. Further, the facilitys food-facility registration with the United States Food and Drug Administration under the applicable U.S. food laws was renewed for a further period of two years and is valid up to December 31, 2026. The facility has also been designed having regard to the relevant British Retail Consortium standards and incorporates food-safety plans, food-safety management systems, product and process controls, personal hygiene requirements and measures relating to food and human safety. These systems are expected to support the Companys ability to supply its products to international markets.

During FY 2025-26, the Company continued to strengthen its international presence through Tanvi Foods USA Inc., its 55% subsidiary. The Company also incorporated Tanvi Foods UK Limited as a 51% subsidiary in Milton Keynes, United Kingdom. These overseas subsidiaries are expected to facilitate direct access to the respective markets, strengthen distribution capabilities, improve customer reach, enhance brand visibility and support the international expansion of the Companys business.

Going forward, the Company intends to focus on improving capacity utilisation at the Seetharampuram facility, expanding its range of value-added frozen and ready-to-cook products, strengthening its domestic and international distribution networks and maintaining high standards of food quality and safety. The Company remains optimistic about the growth prospects of the frozen-food and ready-to- cook food segments.

The future performance of the Company will, however, remain subject to consumer demand, availability and prices of agricultural raw materials, capacity utilisation, logistics and cold-chain costs, competitive conditions, foreign-exchange fluctuations, regulatory requirements in India and overseas markets and general economic conditions.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR

No material changes and no material commitments have occurred after the close of the financial year ended March 31,2026 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the financial year ended March 31,2026.

DIVIDEND

Your Board of Directors has not recommended any dividend for the financial year under review.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the financial year ended March 31,2026, there was no change in the authorised, issued, subscribed and paid-up share capital of the Company.

As at March 31,2026, the authorised share capital of the Company was Rs. 15,00,00,000 comprising 1,50,00,000 equity shares of Rs. 10 each. The issued, subscribed and paid-up share capital was Rs. 12,82,87,750 comprising 1,28,28,775 equity shares of Rs. 10 each.

Changes subsequent to the close of the financial year

Subsequent to March 31,2026, the following changes occurred in the paid-up share capital of the Company:

1. The Board of Directors, at its meeting held on 12.05.2026, allotted 1,90,225 equity shares of Rs. 10 each upon conversion of an equivalent number of warrants, after receiving the balance consideration of Rs. 67.50 per warrant and representing 75% of the issue price.

2. The Board of Directors, at its meeting held on 30.06.2026, allotted 34,000 equity shares of Rs. 10 each upon conversion of an equivalent number of warrants, after receiving the balance consideration of Rs. 67.50 per warrant and representing 75% of the issue price.

Consequently, an aggregate of 2,24,225 equity shares of Rs. 10 each were allotted upon conversion of warrants after the close of the financial year. The issued, subscribed and paid-up share capital of the Company accordingly increased from Rs. 12,82,87,750/- comprising 1,28,28,775 equity shares of Rs. 10 each to Rs. 13,05,30,000/- comprising 1,30,53,000 equity shares of Rs. 10 each. The remaining 8,24,000 warrants were not exercised within the prescribed conversion period and consequently lapsed in accordance with the terms of issue and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The upfront amount of Rs. 1,85,40,000 received on such warrants, representing 25% of their issue price, was forfeited in accordance with the applicable terms and regulations.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

During the year under review, there were no funds raised by the Company through preferential allotment of securities. Hence the said disclosure is not applicable for the period under review. The Company had raised funds through preferential allotments approved by the members at the Extraordinary General Meetings held on June 14, 2023 and December 14, 2024 in the previous financial years. The Board hereby confirms that the said funds raised have been fully utilized and were utilized only for the purposes for which it was raised and as mentioned in the explanatory statement of the EGM Notice for meeting held on 14.06.2023 and 14.12.2024. There was no deviation or variation in the utilisation of funds from the objects stated in the respective offer documents and explanatory statements.

TANVI FOODS EMPLOYEE STOCK PURCHASE SCHEME - 2023

The Board of Directors, at its meeting held on 06.12.2023, approved the Tanvi Foods Employee Stock Purchase Scheme - 2023 (Scheme). The Scheme provides for the issuance and allotment of up to 5,00,000 equity shares of face value Rs. 10 each, in one or more tranches, to eligible employees in accordance with the terms of the Scheme and the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (SEBI SBEB Regulations). The Company had also received In-principle approval dated 08.02.2024 from BSE for the said scheme.

During FY 2025-26 and up to the date of this Report, the Company did not offer, issue or allot any equity shares under the Scheme. SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

As at March 31,2026, the Company had one wholly owned subsidiary in India and two subsidiaries outside India, as detailed below:

I) Polar Cube Cold Storage Solutions Private Limited - Wholly Owned Subsidiary

Polar Cube Cold Storage Solutions Private Limited is engaged, inter alia, in the business of providing cold-storage, warehousing and refrigerated-storage services.

ii) Tanvi Foods USA Inc. - 55% Subsidiary

Tanvi Foods USA Inc. was incorporated in Delaware, United States, on November 27, 2024. It is engaged in the sale and distribution of frozen-food products supplied by the Company in the United States market. During FY 2025-26, the subsidiary commenced its business operations and contributed to the consolidated financial performance of the Company.

iii) Tanvi Foods UK Limited - 51% Subsidiary

Tanvi Foods UK Limited was incorporated in Milton Keynes, United Kingdom, on 08.01.2026. It was incorporated to undertake the sale and distribution of the Companys frozen-food products in the United Kingdom and other markets. The subsidiary had not commenced commercial operations as at March 31,2026.

Company that ceased to be a subsidiary

During the year under review, the Company divested its entire shareholding in Squarepeg Distribution Services Private Limited. Consequently, Squarepeg Distribution Services Private Limited ceased to be a wholly owned subsidiary of the Company on 30.06.2025.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements and performance of the subsidiaries in the prescribed Form AOC-1 is annexed to this Report as Annexure I. Details of contribution of each subsidiary to the overall performance of the Company have been disclosed in this Annual Report at appropriate places.

In accordance with Section 136 of the Companies Act, 2013, the audited standalone and consolidated financial statements of the Company, together with the financial statements and related information of its subsidiaries, are available on the Companys website at

The financial statements of the subsidiaries and the related detailed information shall also be available for inspection by the members during business hours at the registered office of the Company and, where applicable, at the registered offices of the respective subsidiaries. The Company shall provide a copy of the financial statements of any subsidiary to any member upon receipt of a written request.

The Company did not have any associate company or joint venture during the year under review.

RELATED PARTY TRANSACTIONS

There were no material related party transactions under Section 188 of the Companies Act during the period under review. All contracts, arrangements and transactions entered into by the Company with related parties during FY 2025-26 were in the ordinary course of business and on an arms-length basis. The transactions were entered into having regard to the Companys business requirements, operational convenience and commercial interests. All related party transactions were placed before the Audit Committee for prior approval or review, as applicable. Wherever required, omnibus approvals were obtained from the Audit Committee and the transactions entered into pursuant to such approvals were periodically reviewed. The transactions were also placed before the Board of Directors wherever approval of the Board was required under the applicable provisions of the Companies Act, 2013.

During the year, the Company entered into transactions with its subsidiaries and other related parties, including sale and purchase of goods, freezer-placement expenses, remuneration, salary, rent, investments and other transactions incidental to the business of the Company. The nature and value of these transactions, together with the outstanding balances as at March 31,2026, are disclosed in Note 30 to the Standalone Financial Statements.

There were no materially significant related party transactions with the Promoters, Directors, Key Managerial Personnel or other related parties that could have a potential conflict with the interests of the Company at large. The Policy on Related Party Transactions is available on the Companys website at

POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is

DIRECTORS AND KEY MANAGERIAL PERSONS

During the period under review, following changes took place in the offices of Directors and Key Managerial Personnel of the Company:

S.No Name	Change
1 Ms. Kesara Charita (DIN: 07595056) Whole-time Director	The members, at the 18th Annual General Meeting held on 30.09.2025, approved her reappointment as Whole-time Director of the Company for a further term of three (3) years with effect from 14.02.2025, on the terms and conditions approved by the members.
2 Mr. Sri Nagaveer Adusumilli (DIN: 02096695) Chairman and Managing Director	Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on 14.11.2025, approved his re-appointment as Managing Director of the Company for a further term of three (3) years with effect from 07.12.2025, subject to the approval of the members. The necessary resolution is being placed before the members at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Vasavi Adusumilli (DIN: 02589803) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for reappointment. The Board recommends her re-appointment.

Except as stated above, there was no other change in the composition of the Board of Directors or Key Managerial Personnel of the Company during FY 2025-26.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act, 2013 (Act), the Company has received declarations from all its Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with the applicable rules made thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

The following were the Independent Directors of the Company as at March 31,2026:

i) Ms. Jonnada Vaghira Kumari (DIN: 06962857);

ii) Ms. Vijaya Lakshmi Marella (DIN: 09815723); and

iii) Mr. Sai Sumith Balusu (DIN: 09815659).

The Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties with objective and independent judgment and without any external influence.

They have also complied with the Code for Independent Directors prescribed under Schedule IV to the Act and confirmed their registration in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs. They have complied with the applicable requirements relating to the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs, wherever applicable. In the opinion of the Board, all the Independent Directors possess the requisite integrity, expertise, experience and proficiency necessary for effectively discharging their duties. The Board is satisfied that they are independent of the management and that there was no change in the circumstances affecting their status as Independent Directors during the year under review.

During FY 2025-26, the Independent Directors held a separate meeting without the presence of the Non-Independent Directors and members of the management. At the meeting, they reviewed:

i) the performance of the Non-Independent Directors and the Board as a whole;

ii) the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

iii) the quality, quantity and timeliness of the flow of information between the management and the Board necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the Annual Accounts for the financial year ended March 31,2026, the applicable Accounting Standards have been followed and that no material departures are made from the same;

ii. The Directors have 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 as at March 31,2026 and of the profits of the company for the year ended on that date;

iii. 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;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

MEETINGS OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

The Board of Directors meets at regular intervals to consider and review the business operations, financial performance, policies, strategies and other matters concerning the affairs of the Company. The intervening gap between any two consecutive meetings of the Board was within the period prescribed under Section 173 of the Companies Act, 2013 and the applicable Secretarial Standards.

During the financial year under review, five (5) meetings of the Board of Directors were held on 29.05.2025, 06.09.2025, 22.09.2025, 14.11.2025 and 01.03.2026. All the directors were present for all the Board Meetings held.

During the year under review:

I) the Audit Committee met four (4) times, on 29.05.2025, 22.09.2025, 14.11.2025 and 01.03.2026;

ii) the Nomination and Remuneration Committee met once (1), on 14.11.2025; and

iii) the Stakeholders Relationship Committee met once (1), on 29.05.2025.

The meetings of the Board and its Committees were convened and conducted in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, the applicable Secretarial Standards and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable to the Company.

The 18th Annual General Meeting of the Company was held on 30.09.2025.

COMPOSITION OF BOARD COMMITTEES

The Company has constituted the committees of the Board in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable. The composition of the committees as on the date of this Report is set out below:

Audit Committee

Composition, names of members and Chairperson

Name	Position in Committee	Category
Ms. Jonnada Vaghira Kumari	Chairperson	Independent Director
Ms. Vijaya Lakshmi Marella	Member	Independent Director
Mr. Sri NagaveerAdusumilli	Member	Chairman and Managing Director

The Audit Committee is constituted and functions in accordance with Section 177 of the Companies Act, 2013. During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

Secretary to the Committee: The Company Secretary of the Company shall act as the Secretary to the Committee.

Nomination and Remuneration Committee Composition, names of members and Chairperson

Name	Position in Committee	Category
Ms. Vijaya Lakshmi Marella	Chairperson	Independent Director
Ms. Jonnada Vaghira Kumari	Member	Independent Director
Mr. Sai Sumith Balusu	Member	Independent Director

The Nomination and Remuneration Committee is constituted and functions in accordance with Section 178 of the Companies Act, 2013. Secretary to the Committee: The Company Secretary of the Company shall act as the Secretary to the Committee.

Stakeholders Relationship Committee Composition, names of members and Chairperson

Name	Position in Committee	Category
Ms. Jonnada Vaghira Kumari	Chairperson	Independent Director
Mr. Sai Sumith Balusu	Member	Independent Director
Ms. Vasavi Adusumilli	Member	Whole-time Director and Chief Financial Officer

The Stakeholders Relationship Committee is constituted and functions in accordance with Section 178 of the Companies Act, 2013. The Committee reviews and monitors the redressal of grievances of the security holders of the Company. During the financial year ended March 31,2026, no investor complaints were received by the Company. Accordingly, no investor complaints were pending for resolution as at March 31,2026.

Secretary to the Committee: The Company Secretary of the Company shall act as the Secretary to the Committee.

All the Committees operate in accordance with their respective terms of reference, the applicable provisions of the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations, to the extent applicable.

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY

Pursuant to the provisions of Sections 134(3)(p), 149(8) and 178 of the Companies Act, 2013 read with Schedule IV thereto, and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to the extent applicable, the Company has established a framework for the annual evaluation of the performance of the Board, its Committees and individual Directors.

During the year under review, the annual performance evaluation process was carried out internally in accordance with the criteria and framework approved by the Nomination and Remuneration Committee and adopted by the Board. The evaluation covered:

• the performance of the Board as a whole;

• the performance of the Committees of the Board;

• the performance of individual Directors, including Independent Directors;

• the performance of the Chairperson of the Company; and

• the effectiveness of the Boards overall functioning and governance processes.

The performance of the Board was evaluated, inter alia, on the basis of its composition and diversity, qualifications and experience of its members, understanding of the Companys business, effectiveness of Board processes, quality of discussions, strategic guidance, risk oversight, succession planning, corporate governance practices and the adequacy and timeliness of information placed before the Board.

The performance of the Board Committees was evaluated on the basis of their composition, fulfilment of their respective terms of reference, effectiveness of discussions and deliberations, quality of recommendations made to the Board, frequency of meetings and the Committees overall contribution to the functioning of the Board.

The evaluation of individual Directors was based, inter alia, on their attendance and preparedness for meetings, knowledge and understanding of the Companys business, active and constructive participation in deliberations, contribution to strategy and decisionmaking, exercise of independent judgement, adherence to ethical standards and the Code of Conduct, and discharge of their duties and responsibilities.

At their separate meeting held during the year, the Independent Directors, without the presence of Non-Independent Directors and members of the management, reviewed:

1. the performance of the Non-Independent Directors;

2. the performance of the Board as a whole;

3. the performance of the Chairperson of the Company, taking into account the views of the Executive and Non-Executive Directors; and

4. the quality, quantity and timeliness of the flow of information between the management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated. In evaluating the Independent Directors, due consideration was given to their independence, objectivity, professional expertise, impartial judgement and contribution to Board and Committee deliberations.

The Directors expressed their satisfaction with the evaluation process and the overall functioning of the Board and its Committees POLICY ON DIRECTORS APPOINTMENT, REMUNERATION, ETC.

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is disclosed on the website of the Company at

The following are the salient features of the said policy:

• the Nomination and Remuneration (NR) Committee and the Board shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members.

• evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

• Criteria of Independence

• evaluate each individual with the objective of having a

• group that best enables the success of the Companys business.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. Your Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. During the year under review, your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e., Secretarial Standard-1 and Secretarial Standard-2 relating to Meeting of the Board of Directors and General Meetings respectively, have been duly complied by the Company.

STATUTORY AUDITORS

M/s. Sagar and Associates, Chartered Accountants (FRN: 003510S) were appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting of the Company held on 31.12.2022 for a period of five (5) consecutive years commencing from the conclusion of the 15th Annual General Meeting until the conclusion of the 20th Annual General Meeting as the statutory auditors. Accordingly, the said auditors of the Company have carried out the statutory audit for FY 2025-26.

The Independent Auditors Reports on the Standalone and Consolidated Financial Statements do not contain any qualifications, observations, adverse remark or disclaimer in their reports. The observations made in the Auditors Reports, read together with the relevant notes to the financial statements, are self-explanatory and do not call for any further comments.

There were no frauds reported by the statutory auditors of the Company.

INTERNAL AUDITORS

Based on the recommendation of the Audit Committee, the Board of Directors appointed M/s S M G & Associates LLP, Chartered Accountants, Hyderabad (Firm Registration No. 012605S), as the Internal Auditors of the Company for the financial year 2025-26. The reports and findings of the Internal Auditors were periodically reviewed by the Audit Committee and the management, and appropriate corrective measures were undertaken wherever considered necessary. There were no observations, qualifications or remarks in their reports

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Mr. Zoheb S. Sayani, Proprietor of M/s Sayani & Associates, Practicing Company Secretaries, Hyderabad, to conduct the Secretarial Audit of the Company for the financial year ended March 31,2026. The Secretarial Audit Report in Form MR-3 is annexed to this Report as Annexure-II and forms an integral part of this Report.

The Secretarial Audit Report contains an observation concerning delay in the submission of certain Annual Report to BSE Limited. The comments of the secretarial auditors are self-explanatory and further does not require any further comments. There were no further observations, qualifications or remarks in his report.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not extended any loan, given guarantee or provided security to any person falling within the purview of Section 186 of the Companies Act, 2013. The Company has made and holds investments in its subsidiary companies, including Polar Cube Cold Storage Solutions Private Limited, Tanvi Foods USA Inc. and Tanvi Foods UK Limited. During the year, the Company also divested its entire investment in Squarepeg Distribution Services Private Limited.

The Company is in compliance with the applicable provisions of Section 186 of the Companies Act, 2013. Details of all loans, guarantees and investments, as applicable, are disclosed at various places in the financial statements of the Company.

DEPOSITS

During the year under review, the Company has neither accepted nor repaid any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Further, the details of unsecured loans borrowed from Directors during the FY ended 31 st March, 2026 and / or outstanding as on the said date are as hereunder:

Sl. No. Name	Borrowings during the year (Rs. In lacs)	Amt. outstanding as on 31st March, 2026 (Rs. In lacs)
1 Mr. Sri Nagaveer Adusumill (DIN 02096695)	163.47	163.47
2 Ms . Vasavi Adusumilli (DIN 02589803)	22.81	22.81

Details of borrowings of the Company and related information are disclosed in Note 6, 8 and 30 of the Financial Statements PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure -Ill. Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, company do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has adopted a Risk Management Policy for the identification, assessment, monitoring and mitigation of risks that may affect its business.

Pursuant to the said policy, the Board periodically reviews (a) oversees and approves the Companys enterprise wide risk management framework and (b) oversees that all the risks that the organization may face such as material procurement, sale and distribution, financial, liquidity, security, legal, regulatory, reputational and other risks have been identified and assessed and ensures that there is an adequate risk management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Since the Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure -IV and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-V attached to this Report.

CORPORATE GOVERNANCE

The Company is committed to maintaining high standards of corporate governance, integrity, transparency and accountability and seeks to enhance long-term stakeholder value while protecting the interests of all stakeholders, including minority shareholders. The Equity Shares of the Company are listed on the SME Platform of BSE Limited. Accordingly, pursuant to Regulation 15(2)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the corporate governance provisions specified in Regulations 17 to 27 and the related disclosures prescribed under Schedule V of the Listing Regulations is not mandatory for the Company. Notwithstanding the aforesaid exemption, the Company continues to comply with the applicable provisions of the Companies Act, 2013 and follows sound corporate governance practices, wherever considered appropriate.

ANNUALRETURN

In accordance with Sections 92(3) and Section 134(3)(a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the Companys website at:

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct in terms of Section 177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this mechanism.

Ms. Jonnada Vaghira Kumari, Independent Director and Chairperson of the Audit Committee, oversees the functioning of the Vigil Mechanism; all the employees have direct access to report their concerns and complaints. During the year under the review no complaint has been received and no person was denied access to the Chairperson of the Audit Committee.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is uploaded on the website of the Company at:

LISTING & TRADING

The Equity Shares of your Company are listed and traded on the SME Platform of BSE Limited under Scrip Code 540332. The annual listing fees for the financial year 2025-26 has been duly paid.

DEMATERIALIZATION OF SHARES

The entire paid-up Equity Share Capital of your Company is held in dematerialized form as on March 31, 2026. The International Securities Identification Number (ISIN) allotted to the Equity Shares of the Company is INE978V01015.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your company strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. The policy aims 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.

Further, Company has in place a Committee under the name and style Internal Complaints Committee in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. This Committee was constituted to specifically provide a safe, secure and enabling environment, free from sexual harassment to every woman.

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act. Following are the details of complaints:

(a) number of complaints of sexual harassment received in the year- Nil;

(b) number of complaints disposed off during the year - Nil; and

(c) number of cases pending for more than ninety days - Nil.

COMPLIANCE OF MATERNITY BENEFIT ACT 1961

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including granting maternity leave, nursing breaks, and protection against dismissal during maternity leave, as applicable to eligible employees during the financial year

GENERAL

i) The Company has complied with all the provisions of the secretarial standards as applicable to the Company.

ii) There were no instances of one time settlement for loan taken from Banks or financial institutions.

iii) There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

iv) Any other/additional disclosures pursuant to Section 134 and other applicable provisions, if any of the Act and rules framed thereunder and as under SEBI Regulations or under any other applicable statutory provisions, to the extent not specifically set out in this Boards Report may not be applicable to the Company or have been appropriately disclosed elsewhere in this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their profound gratitude for the assistance, support and co-operation received from the Banks, Government authorities, Business Partners, Customers and other Stakeholders for the confidence reposed in the Company.

Further, your directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and commitment of the Executives, Staff and Workers of the Company at all levels.

For and on behalf of the Board of
Tanvi Foods (India) Limited

Sd/-
Sri Nagaveer Adusumilli
Chairman & Managing Director
DIN:02096695
Place: Hyderabad
Date: 05.09.2026

Sd/-
Vasavi Adusumilli
Whole Time Director & CFO
DIN:02589803
Place: Hyderabad
Date: 05.09.2026