The Directors take pleasure in presenting the 6^th Annual Report
together with the Audited Statement of Accounts of Aveer Foods
Limited (“the Company”) for the financial year ended March 31,
2025.

1. FINANCIAL HIGHLIGHTS:

The Financial Results for the year ended March 31,2025 are
briefly given below: -

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

2. TRANSFER TO RESERVES:

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

3. DIVIDEND:

Based on the Company's financial performance and after
consideration of the earnings, cash flows, and overall
financial position, the Board at its meeting held on May 27,
2025 recommended, for the approval of members, a final
dividend of ' 0.25/- (Twenty-Five Paisa Only) per equity
share of the face value of ' 10/- each, representing 2.5%
of the nominal value, for the financial year ended March 31,
2025. The final dividend on equity shares, if approved by
the members at the ensuing Annual general Meeting (the
AGM), would involve a cash flow of ' 10,07,063/- and shall
be subject to deduction of income tax at source and will be
paid to those members whose name appears on the register
of members of the Company as on the Record Date i.e
September 22, 2025.

4. HIGHLIGHTS OF EVENTS OCCURRED TILL THE DATE

OF THIS REPORT:

During the year under review:

a) The Company issued 4,52,174 convertible warrants
(“Warrants”) on March 20, 2025 to Mr. Rajkumar
Hukmichand Chordia and Mr. Vishal Rajkumar Chordia,
Promoters of the Company on a preferential basis at
an exercise price (“Warrant Exercise Price”) of ' 575/-
each including a premium of ' 565/- each. Each Warrant
is convertible into one equity share of ?10/- each, fully
paid-up, of the Company. The issue of Warrants was
undertaken in compliance with the provisions of the
SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018. Consequently following is the
structure of Share Capital of the Company as on date.

SHARE CAPITAL:

b) The Company acquired the business of Kamal
Industries, Dharwad, a related-party partnership firm,
as a going concern on a slump sale basis with effect
from April 30, 2025.

5. COMPANY'S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT:

FINANCIAL AND PRESENT PERFORMANCE:

During the year under review, the Revenue from Operations
of the Company was ' 10,851.89 Lakh as against ' 9,639.80
Lakh of the previous year. The Company's profits have
increased approximately by 224%, with the profit after-tax
for the current financial year at ' 396.75 Lakh, compared to
' 122.23 Lakh in the previous financial year.

INDUSTRY STRUCTURE, DEVELOPMENT, & FOCUS
AREAS:

5.1 Industry Trends:

The food industry is undergoing a dynamic
transformation, driven by evolving consumer
preferences and technological innovation. Key trends
influencing this shift include the rise of alternative food
sources, hyperlocal sourcing, and the integration of
advanced technologies such as artificial intelligence
(AI) and machine learning. These innovations are
enabling smarter supply chains, improved product
personalization, and greater operational efficiency.

Sustainability remains a central focus, with industry
leaders accelerating efforts to reduce plastic usage and
transition toward eco-friendly, recyclable, and reusable
packaging solutions. There is also growing adoption of
regenerative agricultural practices, aimed at restoring
soil health and enhancing biodiversity.

Looking ahead, the sustainability movement is
expected to evolve further with increased emphasis on
circular economy models, local sourcing, and waste
reduction. Companies are investing in energy-efficient
operations and innovative methods to minimize food
loss across the value chain. Certifications such as
organic and fair trade, along with transparent and
traceable supply chains, will continue to play a vital role
in building consumer trust and fostering a more ethical,
responsible food ecosystem.

5.2 Government Focus on Agro-Processing and
Investment Promotion:

Both the Central and State Governments are placing a
strong emphasis on the development and preservation
of agricultural produce, with particular focus on
enhancing the processing of diverse agro-based crops.
To promote value addition and improve overall efficiency
in the agri-value chain, the Government of India has
actively encouraged private sector participation in
agriculture and allied sectors.

India's food ecosystem offers immense investment
potential, fueled by the rapid expansion of the food
retail sector, favorable economic policies, and attractive
fiscal incentives. In alignment with this, the Ministry of
Food Processing Industries (MoFPI) is spearheading
key initiatives and strategic interventions aimed at
boosting investment in the domestic food processing
industry.

5.3 Business Overview:

The Company continues to operate its Food Division,
primarily engaged in the rapidly growing food
processing industry. Its core business focuses on the
manufacturing and sale of a wide range of processed
food products. The major revenue contributors include
Pickles, Ketchups, Sauces, Chutneys, and both
handmade and machine-made Papads. The Company
remains committed to quality, innovation, and expanding
its footprint in the packaged food segment.

The overall function-wise evaluation of the performance
of the Company as under:

> Sales & Marketing:

Sales Performance - FY25 (April 2024 to March
2025)

Sales performance for Aveer Foods Limited (AFL)
improved dramatically and delivered double digit
growth in both volume and value sales terms for
FY 25. Growth was broad based growth across
traditional Indian meal accompaniment categories
like Indian Chutney, Thecha & Papad. Even non¬
traditional Indian meal accompaniments like
Schezwan Chilli Garlic Chutney and Chinese
sauces delivered strong growth in line with
growing popularity of Chinese cuisine in India.
Largest category for AFL - Pickle revived in sales
growth, but growth was in low single digits and
multiple initiatives are on-going to across sales,

distribution and marketing to improve growth to
double digits.

Consumer segment of operation - Meal
Accompaniments:

Aveer's key consumer segment of operations
is “Meal Accompaniments”. In India, meal
accompaniments like pickles, chutney and papad
are a very integral part of every Indian thali.
Considering the taste and the choice of different
generations, Aveer's product portfolio with a wide
range of meal accompaniments is rightly placed to
take advantage of rising demand for branded pre¬
packed range in both Indian and non-Indian meal
accompaniments segments.

Portfolio Definition:

Aveer's product portfolio would be constructed
under two broad segments - Indian and Non-Indian
meal accompaniments. Currently the segment
of Indian meal accompaniments has a wide
offering from Aveer in pickle, chutney and papad
categories. For non-Indian meal accompaniments,
focus would be on the 2^nd most consumed cuisine
in India viz., Chinese and new products would be
added to chutneys and sauces range in line with
emerging consumer preferences.

Sales and Marketing plan details: Distribution
scale up:

Today, Aveer range has access to more than 1500
distributors spread across India, This network of
distributors is spread in all key Indian states and
is among the widest distributor network in Indian
in the meal accompaniment segment and is a key
organizational driver for Aveer. Efforts are on to
further strength the same and improve distribution
to more than 3 lakh outlets.

> Information Technology:

The technology employed by the Company is
crucial for its daily business operations. Aveer
Foods has committed resources to enhance its
technological framework to facilitate efficient
operational oversight and subsequently boost
shareholder value. These investments include
the implementation of technology-driven tools,
such as the SAP ERP system and analytics
implementation which streamlines processes
related to raw material acquisition, finished product
payments, vendor and supplier transactions, and
effective management of receivables. Additionally,
the Company has developed a thorough data
analytics and reporting system.

> Human Resources:

Human capital is being developed at the middle
management and junior levels in essential functions
to prepare for future growth. We have maintained
our focus on well-being by addressing the needs of
our employees throughout their professional and
personal life journeys. The Company is committed
to providing equal employment opportunities and
creating a healthy work environment that enables

employees to carry out their responsibilities free
from discrimination, gender bias, and sexual
harassment. Additionally, the Company upholds
the belief that every employee is entitled to respect.
Throughout the year, the Human Resources
department actively involved employees through
various online and offline engagement initiatives,
along with numerous learning and development
opportunities aimed at enhancing their skills and
aligning them with organizational changes.

The Company recognizes that its employees are
the driving force behind its operational excellence,
innovation, and sustainable growth. The company
nurtures a workplace culture rooted in continuous
learning, respect, collaboration, and career
development.

During FY 2024-25, the company undertook
strategic hiring at senior levels to enhance
leadership capabilities and support its growth
agenda. This strengthened leadership team
is well-positioned to guide market expansion,
operational scaling, and alignment with evolving
consumer and industry trends.

> Internal Control & Finance:

The organization has established strong internal
control systems designed to enhance the
effectiveness and efficiency of its operations,
ensure the reliability of financial reporting, and
maintain compliance with relevant laws and
regulations. These systems are appropriately
aligned with the organization's size, business
nature, geographical reach, and operational
complexity. The governance framework
delineates responsibilities among the Board
Committees, department heads, and process
owners. Additionally, policies and procedures
undergo regular reviews to ensure their continued
relevance in a dynamic business landscape.

> Quality Assurance:

Aveer foods journey has been a Legacy of Taste,
Quality & Trust.

The journey that started more than 60 years back
has ensured that every product serves the best
taste and the best quality standards every single
time.

Aveer foods journey has been a step towards
continuous improvements. We started with getting
the plant at Shirwal certified for HACCP initially
and achieved GFSI standards for FSSC 22000 in
2022.

All steps ensure that each process from selection
of the best quality of mangoes, lemon or any other
fruit or vegetable to the packaging of the pickle,
ketchups, sauces, chutneys, and any culinary
pastes, Papad follow vigorous standards of quality
checks.

We have well equipped laboratory on site.

The final products adhere to the FSSAI, EU or USFDA
standards as per requirements of the customer.

Aveer Foods Limited are supporting the FPO [Farmer
Producer organizations] and supply chain to have good
agriculture practices with best storage conditions. We
intend to train the farmers, traders, supply chain and
other stakeholders on our continued journey towards
safety and sustainability.

We at Aveer Foods Limited ensure customers are
assured of a safe supply chain with proven traceability.

5.4 Risk & Mitigation:

The food industry is exposed to multiple risks arising from
dynamic market conditions, operational dependencies,
regulatory frameworks, and environmental factors. The
Company has established robust monitoring, mitigation,
and control mechanisms to minimize adverse impacts.
The key risks and their mitigation strategies are outlined
below:

Opportunities & outlook:

AFL will continue to focus on Portfolio definition, revamp and
new Product development, scaling up distribution network
and thereby improve profitability.

6. KEY FINANCIAL RATIOS:

Details of significant changes, (i.e., change of 25 percent or
more, as compared to the immediately previous Financial
Year) in Key Financial Ratio, along with detailed explanation
thereof: -

Explanation for change in ratios by more than 25%:

1) The current ratio is favorable in current year account
of increase in inventory and money received against
share warrants.

2) The debt equity ratio is favourable in current year on
account of repayment of borrowings.

3) The debt service coverage ratio is favourable in current
year due to increase in EBITDA.

4) The return on equity ratio is favourable in current year
due to increase in Profit after tax.

5) The net capital turnover ratio is unfavourable in current
year due to increase in inventory and money received
against share warrants.

6) The net profit ratio is favourable in current year due to
increase in profit after tax.

7) The Return on Capital Employed ratio is favourable in
current year on account of repayment of borrowings
and increase in EBIT of current year as compared to
the previous year.

7. BOARD OF DIRECTORS:

As on March 31, 2025, the Company had 11 (eleven) Directors,

reflecting an optimum combination of Executive and Non¬
Executive Directors in conformity with the provisions of the

Companies Act, 2013 and the SEBI [Listing Regulations], 2015.

The Board comprised three Executive Directors and eight Non-

Executive Directors, of which seven were Independent Directors,
including one Woman Director. The composition of the Board
demonstrates the Company's commitment to sound corporate
governance practices, ensuring an appropriate balance of skills,
experience, and independence to provide effective oversight and
strategic guidance to the management.

Appointment/ Re-appointment:

a) Based on the recommendation of Nomination
and Remuneration committee in its meeting held
on February 10 2025, the Board approved the
appointments of Dr. Anil Lamba [DIN:00935055] and
Mr. Radhakrishnan [DIN:01657716] as Independent
Directors of the Company. Subsequently, the members
approved of their appointments at an Extra Ordinary
General Meeting held on March 10, 2025.

b) Pursuant to the Articles of Association and in
accordance with provisions of Section 152 of
Companies Act, 2013, Mr. Bapu Ramchandra Gavhane
[DIN: 00386217], retires by rotation at forthcoming
Annual General Meeting and, being eligible, offers
himself for re-appointment. Based on performance
evaluation and the recommendation of the Nomination
and Remuneration Committee, the Board recommends
his reappointment to the members. Brief details as
required under Secretarial Standard-2 and Regulation
36 of the SEBI Listing Regulations are provided in the
Notice of the AGM.

c) Based on the recommendation of the Nomination and
remuneration committee in its meeting held on May 27,
2025 the Board considered the following:

i. Re-appointment of Mr. Vishal Chordia Managing
Director [DIN:01801631] of the Company for a
period commencing from July 15, 2025 to July 14,
2030.

ii. Re-appointment of Mr. Anand Chordia Managing
Director [DIN: 00062569] of the Company for a
period commencing from July 15, 2025 to July 14,
2030.

iii. Re-appointment of Mr. Bapu Gavhane

[DIN:00386217] as a whole-time Director of the
Company from July 15, 2025 to October 30, 2026.

d) Based on on the recommendation of Nomination and

Remuneration committee in its meeting held on August
13, 2025, the Board considered the Continuation
of Directorship of Mr. Vijaykumar Kankaliya

[DIN:06669157]as an Independent Director of the
Company despite exceeding 75 years of age till June
29, 2027.

Necessary resolutions for the above re-appointments
are being placed before members for their approval
which forms part of the Notice calling 6^th Annual General
Meeting. Considering the above-mentioned changes
during year under review, below is the list of Board of
Directors of the Company as on March 31 2025

The Company has duly filed all necessary forms, returns,
and intimations with the Ministry of Corporate Affairs and
the Stock Exchange(s), in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, to give effect to the aforementioned changes.

KEY MANAGERIAL PERSONNEL:

In terms of section 203 of the Act, apart from the Executive
Directors, following are also the Key Managerial Personnel
of the Company:

8. DETAILS OF BOARD MEETING:

During the financial year under review the Board of Directors
met Six (6) times. The interval between any two consecutive
meetings of the Board was within the time limit prescribed
under the provisions of the Companies Act, 2013 and the
SEBI [Listing Regulations] 2015.

During the year under review, a separate meeting of
Independent Directors was held.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013,
Rules there under and SEBI [Listing Regulations] 2015, the
Board has carried out an annual performance evaluation of
its own performance, the Directors individually as well as
the evaluation of the working of its Audit, Nomination and
Remuneration and other statutory committees and found
that the performance has been satisfactory.

10. DECLARATION BY INDEPENDENT DIRECTORS:

During the year under review, the Company has received
from Independent Directors declarations under Section
149(7) of the Companies Act, 2013, that they meet the
criteria of Independence as laid down under Section 149
(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
the SEBI [Listing Regulations] 2015. and there has been
no change in the circumstances affecting their status as an
Independent Director during the year.

Further, the Non-Executive Directors of the Company had
no pecuniary relationship or transactions with the Company,
other than sitting fees and reimbursement of expenses, if
any, incurred by them for the purpose of attending meetings
of the Company.

The Board believes that the Independent Directors of the
Company possess requisite qualifications, experience,
expertise and proficiency and they hold the highest
standards of integrity and possess necessary expertise and
experience including proficiency in the field in which the
Company operates.

11. COMPOSITION OF COMMITTEES:

The Company has duly constituted the Committees of the
Board as required under the Act read with applicable Rules
made thereunder and the SEBI [Listing Regulations] 2015,
as amended from time to time.

a) AUDIT COMMITTEE:

The Company has constituted an Audit Committee in
terms of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI [Listing Regulations], 2015. The
Audit committee presently comprises of -

1) Ms. Samruddhi Mehta.- Chairperson -
Independent Director

2) Mr. Vijaykumar Kankaliya- Member- Independent
Director

3) Dr. Ajitkumar Mandlecha- Member- Independent
Director

4) Mr. Rajendra Lunkad- Member- Independent
Director

5) Mr. Ritesh Mehta- Member- Independent Director

6) Mr. Bapu Gavhane- Member- Executive Director

b) NOMINATION AND REMUNERATION COMMITTEE:

The Company has constituted a Nomination and
Remuneration Committee in terms of Section 178
of the Companies Act, 2013 and Regulation 19 of
SEBI [Listing Regulations], 2015. The Nomination &
Remuneration committee presently comprises of -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent
Director

2) Dr. Ajitkumar Mandlecha- Member- Independent
Director

3) Mr. Rajendra Lunkad- Member- Independent
Director

4) Mr. Ritesh Mehta - Independent Director

c) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Company has constituted Stakeholder Relationship
Committee in terms of Section 178 of the Companies
Act, 2013 and Regulation 20 of SEBI [Listing
Regulations], 2015. The Stakeholder Relationship
Committee presently comprises of -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent
Director

2) Dr. Ajitkumar Mandlecha - Member- Independent
Director

3) Ms. Samruddhi Mehta- Member- Independent
Director

4) Mr. Rajendra Lunkad- Member- Independent
Director

5) Mr. Bapu Gavhane- Member- Executive Director

12. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT
AND REMUNERATION INCLUDING CRITERIA
FOR DETERMINING QUALIFICATIONS, POSITIVE
ATTRIBUTES, AND INDEPENDENCE OF A DIRECTOR:

Pursuant to Section 134(3)(e) and Section 178 (3) of the
Companies Act, 2013, the Board has formulated and
adopted a policy relating to the Directors and Key Managerial
Personnel's appointment and remuneration (“Remuneration
Policy”) which is available on the website of your Company
at www.aveerfoods.com including criteria for determining
qualifications, positive attributes, independence of a director
and other matters.

The Remuneration Policy for the selection of Directors and
determining Directors' independence sets out the guiding
principles for the NRC for identifying the persons who are
qualified to become Directors. Your Company's Remuneration
Policy is directed towards rewarding performance based on
a review of achievements. The Remuneration Policy is in
consonance with existing industry practice. We affirm that
the remuneration paid to the Directors is as per the terms
laid out in the Remuneration Policy.

13. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has adequate internal control mechanism
including financial controls to ensure operational efficiency,
accuracy and promptness in financial reporting and
compliance of various laws and regulations.

The internal control system is supported by the internal audit
process. The Audit Committee of the Board reviews the
Internal Audit Report and the adequacy and effectiveness
of internal controls periodically and the internal financial
controls are adequate and operating effectively.

14. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES:

As on March 31, 2025 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.

15. EXTRACT OF ANNUAL RETURN:

Pursuant to provisions of Section 134 read with Section
92(3) of the Companies Act, 2013, as amended, the copy
of the annual return has been uploaded on the website of
the Company which can be accessed with link https://www.
aveerfoods.com/pdf/financial-information/annual-return/
annual-return-2024-2025.pdf.

16. AUDITORS AND AUDITORS' REPORT

a) Internal Auditor:

The Company has appointed Mr. Nisarg Shah
Chartered Accountants as the Internal Auditor of the
Company for the Financial Year 2024-2025 pursuant
to the provisions of Section 138 of the Companies Act,
2013. The reports are periodically reviewed by the
Audit Committee and the Board.

b) Statutory Auditors:

i. M/s. Bharat H Shah & Associates Chartered
Accountant were appointed as the Company's
Statutory Auditor for a consecutive term of five
years at the 1^st AGM of the Company till the
conclusion of 6^th Annual General Meeting.

The Independent Auditor's Report on financial
statements of the Company to the members of
the Company for the year under review does not
contain any qualifications, reservation or adverse
remark. The observations of the Statutory Auditors
in their Report are self-explanatory and therefore
the Directors do not have any further comments
to offer on the same. The Auditor's Report is
enclosed with the financial statements forming
part of this annual report.

ii. The present auditor M/s Bharat H Shah &
Associates Chartered Accountants a proprietorship
firm, auditors of the Company have completed a
term of five consecutive years from FY 2019-2020
to FY 2024-2025 at the conclusion of the ensuing
Annual general Meeting. The Audit committee
has recommended , and the Board has approved
the appointment of M/s. SBH & Co. Chartered
Accountants (ICAI FRN 0121830W), Pune as
the Statutory Auditor, at their respective meetings
held on August 13, 2025 subject to approval of
members of the Company. M/s SBH & Co. shall
hold office for period of 5 (Five) consecutive years
from the conclusion of the ensuing 6^th Annual
General Meeting till the conclusion of 11^th Annual
General Meeting to be held in the year 2030.

c) Secretarial Audit:

M/s Satish & Satish, Company Secretaries were
appointed as Secretarial Auditor of the Company for FY
2024-2025 pursuant to the provisions of Section 204 of
the Companies Act, 2013. The Secretarial Audit Report
is annexed herewith as Annexure - I to this Report.

d) Cost Audit:

For the Financial Year under Report the appointment
of Cost Auditor and obtaining of their Report as well as
maintenance of cost records was not applicable to the
Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year review, the Statutory Auditors, Internal
Auditors, and Secretarial Auditors did not observe any
occurrences of fraud perpetrated against the Company
by its officers or employees. Consequently, no instances
were reported to the Audit Committee or the Board of
Directors in accordance with Section 143(12) of the Act
and the associated regulations.

17. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR
REPORTS:

There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors, Internal Auditors in their
report.

There are no qualifications, reservations or adverse remarks
made by the Secretarial Auditors in their audit report for the
year ended March 31,2025 except for the following instances:

a) As reported by the previous Secretarial Auditor in their
Secretarial Audit Report for the financial year ended
March 31, 2024, it is noted that the Company is in the
process of filing a suo-moto application for adjudication
of penalties under Section 454 of the Companies Act,
2013, in respect of non-adherence to the timelines
prescribed under Section 150 of the Companies Act,
2013. The Company has initiated necessary corrective
measures, and the adjudication process is currently
underway. The final outcome and any consequential
impact will be ascertainable only upon conclusion of the
said proceedings.

The Board observed and noted that the delay referred to
by the Secretarial Auditor was inadvertent and occurred
due to procedural and administrative reasons beyond
the Company's immediate control. Upon identification
of the lapse, the Company took prompt steps and
is in the process of making suo moto adjudication
application. The Board wishes to assure the members
that appropriate systems and controls have since been
strengthened to ensure strict adherence to statutory
timelines in the future.

b) I t is noted that the Company has been continuously
applying to the Registrar of Companies, Pune, for the
change in its Corporate Identification Number (CIN)
pursuant to its listing, specifically seeking replacement
of the initial letter “U” with “L” as per regulatory norms.
However, despite multiple applications and follow-ups,
the said change has not been affected as on the date
of this report. Due to the non-updation of the CIN, the
Company is not able to file the Foreign Assets and
Liabilities (FLA) Return for the financial years ended
31^st March 2024 and 31^st March 2025. As per the
Management Representation received, the Company
intends to file the said FLA Returns upon receipt of the
updated CIN from the Registrar of Companies, Pune.

The board clarifies that the observations noted by the
secretarial auditor in its audit report with respect to non
filing of FLA returns are self explanatory and not in
company's immediate control. The Company ensures
to take corrective steps to rectify this compliance delay.

c) The Company had filed certain e-forms with the
Registrar of Companies, Pune, with a delay.

The Board noted that the Company encountered
unforeseen technical issues for filing the forms, which
resulted in a delay in the submission of certain e-forms
with the Registrar of Companies, Pune. However, all
other required filings have been duly completed in time.

18. PUBLIC DEPOSITS:

During the Financial Year under review, the Company has
not accepted any deposits. Hence any compliance w.r.t
repayment of deposit or its interest thereon is not applicable
to the Company. There were no outstanding deposits within
the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014 as amended as on March 31, 2025.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013 read with
Companies (Meeting of Board and its Powers) Rules, 2014
are as follows:

1) During the financial year under review, the Company
has not extended any Loans, Guarantees to any
other Individual or entities under Section 186 of the
Companies Act, 2013.

2) There were no investments to be reported during the
year as on March 31, 2025.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts/ arrangements/ transactions entered by the
Company during the financial year under review with related
parties were at an arm's length price basis and in the ordinary
course of business. Such transactions form part of the notes
to the financial statements provided in this Annual Report. All
Related Party Transactions (“RPTs”) are placed before the
Audit Committee for prior approval. Prior omnibus approval
of the Audit Committee is obtained for the RPTs which are
repetitive in nature or when the need for these transactions
cannot be foreseen in advance. Further, the Company has
the requisite approval from the members for entering into
Material Related Party Transactions with related parties. On
a quarterly basis, details of RPTs are placed before the Audit
Committee for its noting/review.

Pursuant to provisions of Section 134 of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014, the Particulars of Contracts or Arrangements
entered into by the Company with Related Parties have
been provided in Form No. AOC -2 attached herewith as
Annexure II.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 in
respect of CSR activities are not applicable to the Company.
The Company is not subject to the provisions of Section 135
of the Companies Act, 2013 regarding CSR activities, as
it does not meet the criteria for applicability outlined in the
legislation.

22. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, the provisions
of Corporate Governance are not applicable to Companies
whose paid up equity share capital does not exceed ' Ten
Crores and net worth does not exceed ' Twenty Five Crores,
as on the last day of the previous financial year.

Since, the paid-up equity share capital and net worth as on
March 31, 2024 were below the prescribed thresholds, the
provisions of Corporate Governance under SEBI Listing
Regulations are not applicable to the Company. Accordingly,
the Company has not furnished the Corporate Governance
Report and the Compliance Certificate of CEO/Managing
Director in terms of SEBI [Listing Regulations], 2015.

23. VIGIL MECHANISM/ WHISTLEBLOWER POLICY:

The Company has adopted a Vigil Mechanism/ Whistle Blower
Policy in terms of the provisions of the Act and the SEBI
[Listing Regulations], 2015, to provide a formal mechanism to
the Directors and employees of the Company to report their
genuine concerns and grievances about unethical behavior,
actual or suspected fraud or violation of the Company's Code
of Conduct or Ethics. The policy provides adequate safeguards
against the victimization of Directors and employees who avail
of such mechanisms and also provides for direct access to the
Chairman of the Audit Committee. The Audit Committee of the
Board is entrusted with the responsibility to oversee the vigil
mechanism. During the year, no person was denied access
to the Audit Committee. The Company is happy to inform you
that there have been no complaints / Whistle Blower activities
reported to or received by the Audit Committee during the
year under review.

The policy adopted by the Company on vigil mechanism/
whistle blowing is also available on the website of the
Company.

24. PARTICULARS OF EMPLOYEES:

Information required under Section 197(12) of the Act read
with Rule 5(2)(i) to (iii) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not
provided herein, since there are no employees who have
received remuneration in excess of the limits prescribed
therein.

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act,
2013 read with Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
including amendments thereunder are annexed as an
Annexure III of this report.

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

A. Conservation of Energy and Technology

Absorption:

a) The Company's operations involve very low
energy consumption. Wherever possible energy
conservation measures have been implemented.
However, efforts to conserve and optimize the use
of Energy through improved Operational methods
and other means will continue. The Company
continues to use bio briquettes as a measure for
energy conservation.

b) The Company has no collaborations and is engaged
in the manufacture of the products by its own
developed methods/ operations. The Company has
set up a Research and Development Centre whose
emphasis is on product development, product
quality, Cost reduction, energy conservation and
improvement in process productivity. The Company
has also set up a Laboratory and Quality Control
Department to ensure the quality of different
products manufactured.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the
year was ' Nil.

26. Environment, Social and Goveranance Updates

The Company has proactively begun implementing various
measures under the Environmental, Social, and Governance
pillars since last year, in accordance with the Business
Responsibility and Sustainability Reporting Framework.

The company has established specific targets to achieve
growth in Environmental, Social & Governance areas such
as:

Environmental Responsibility:

• Greenhouse Gas (GHG) Emissions:

Scope 1 and Scope 2 emissions are actively monitored,
measured, and reported in alignment with standard
protocols. Efforts are underway to reduce these
emissions through increased energy efficiency and the
use of cleaner fuels. Scope 3 emissions, particularly
those related to waste, will be included from FY
2025 onwards, as the company ensures all waste is
responsibly managed and disposed of through certified
channels.

• Clean Energy Use:

Our Shirwal Unit uses 100% Biomass Briquettes
for boiler fuel.

• Waste to Wealth:

A structured Waste Resource Centre has been
established to facilitate proper segregation,
collection, and management of waste—turning
waste into value-added outputs

• Waste Segregation and Disposal:

Waste is systematically segregated into
biodegradable and non-biodegradable categories.
All of our organic waste is composted at our local
farms.

Plastic waste is sold to certified vendors for
recycling.

Used cooking oil is sold to the RUCO (Repurpose
Used Cooking Oil) project for biodiesel conversion,
and a certified disposal certificate is obtained after
each collection

• Water Management:

Internal water recycling systems are implemented.
Planning for a Zero Liquid Discharge (ZLD) system
is currently underway.

Social Responsibility:

• Health & Safety:

Regular health and safety awareness programs
are conducted across all facilities, including safety
drills, PPE distribution, and first-aid training.

• Environmental Awareness:

Environmental training was conducted annually
in 2024, with quarterly training planned from June
2025 onwards.

• Workforce Management:

Continuous tracking of on-roll vs. contractual
workforce.

• Community Engagement through Seva
Initiatives:

Active collaboration with local suppliers and
promotion of skill development initiatives.

Governance Highlights

• Governance structures include active Audit,
Nomination & Remuneration, and Stakeholders
Committees.

• Voluntary adoption of Business Responsibility
and Sustainability Reporting (BRSR) and GHG
Accounting in line with the GHG Protocol.

• All waste is managed through authorized vendors,
ensuring transparency and compliance.

ESG Outlook & Future Initiatives

• Measurable ESG KPIs to be introduced from FY
2025-26.

• Plan to increase renewable energy usage through
Solar, wind and biogas.

• Targeted reduction in GHG emissions including
scope 3 emissions.

• Enhanced disclosures on training, diversity, and
inclusion.

UN Sustainable Development Goals (SDG) Alignment

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review there has not been any change
in the nature of business.

28. BOARD POLICIES

The details of various policies approved and adopted by
the Board as required under the Act and the SEBI [Listing
Regulations] 2015 are available on the website of the
Company www.aveerfoods.com path of all policies as
follows:

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

During the year under Report the Company has revised the
Anti-sexual Harassment Policy and also complied with the
provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
constituted an 'Internal Complaints Committee' to ensure
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During
the Year under Report, there was no instance of Sexual
Harassment of Women at Workplaces.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS,
COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS:

There are no significant and material orders passed by the
Regulators or Courts or Tribunals that would impact the going
concern status of the Company and its future operations.

31. SECRETARIAL STANDARDS:

During the year under review, your Company has complied
with all the applicable provisions of Secretarial Standard-1
and Secretarial Standard-2 issued by the Institute of
Company Secretaries of India.

32. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

There is no application made by the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC]
nor there are any proceeding pending under IBC.

33. DETAILS OF VALUATION DONE BY THE COMPANY
IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014:

This Clause is Not Applicable to the Company.

34. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2)
of the Companies Act, 2013 does not apply as the company
was not required to transfer any amount or the shares to the
Investor Education Protection Fund (IEPF) established by
the Central Government of India.

35. RECONCILIATION OF DEMAT ESCROW ACCOUNT:

The Company has opened 'Aveer Foods Limited-Physical
Unclaimed Securities Escrow Account' to which the Equity
Shares allotted by the Company to the erstwhile shareholders
of Chordia Food Products Limited (CFPL) are credited on
Demerger of Food Division of CFPL.

Following is the reconciliation of the said Demat Escrow
Account for the period ended on March 31, 2025.

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference
between amount of the valuation done at the time of one
time settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the
reasons thereof, is not applicable.

37. DIRECTOR'S RESPONSIBILITY STATEMENT:

Directors' Responsibility Statement prepared pursuant to the
provisions of Section 134(5) of the Companies Act, 2013, is
furnished below as required under Section 134(3)(c):-

Directors state that:-

a) In the preparation of the Annual Accounts for the
financial year ended March 31, 2025 the applicable
Accounting Standards have been followed and there
were no material departures;

b) Accounting Policies as mentioned in Part-B to the
Financial Accounts have been selected and applied
consistently. Further 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 financial year ended on that date;

c) 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 Financial Statements have been prepared
on a going concern basis;

e) Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.

38. CAUTIONARY STATEMENT:

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

39. APPRECIATION:

Your Directors wish to place on record their sincere
appreciation of the continued support from the Company's
Bankers, valued Customers, Distributors, Suppliers of the
Company.

The Directors are also thankful to the officials of the
Government of India, State Governments, Local Authorities
for their continued help and timely assistance extended to
the Company.

By Order of the Board of Directors
For Aveer Foods Limited

Rajkumar H. Chordia

Chairman

Date: - August 13, 2025 [DIN:00058185]

Place: Plot No. 55/ A/ 5 6
Hadapsar Industrial Estate,

Hadapsar, Pune- 411013