Your Directors hereby present the 41st Annual
Report of Anjani Foods Limited together
with the Audited Statement of Accounts and

the Auditor's Report for the financial year
ended, 31st March, 2025. The summarized
financial results for the year ended 31st March,
2025 are as under:

FINANCIAL RESULTS

REVIEW OF OPERATIONS

During the year 2024-25, the total income of
your Company increased to Rs. 5,353.61 lakhs
as compared to Rs. 4,634.51 lakhs in the
previous year. Net profit before tax for the
period is Rs. 192.77 lakhs as compared to Rs.
200.52 lakhs in the previous year. Net earnings
after tax and comprehensive income is Rs.
148.84 lakhs as compared to Rs. 144.80 lakhs
in the previous year.

During the year under review, the Company
remained steadfast in its focus on two
key priorities:

i. Ensuring the safety and well-being of
employees and all other stakeholders, and

ii. Maintaining the uninterrupted availability
of high-quality products that form a part of
daily essentials in our areas of operation.

The Board of Directors wishes to place
on record its sincere appreciation to

the Company's employees, suppliers,
customers and government authorities for
their trust and support in the Company.
The ownership, commitment and
responsiveness demonstrated by all our
stakeholders have served as a true testament
to the performance of the Company
during the year .

Looking ahead, the Company will continue to
assess long-term business opportunities and
take all necessary steps to adapt proactively
to emerging shifts in consumer needs, tastes
and expectations, thereby maintaining loyalty
while also attracting new customers.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors confirm that in the
preparation of the Profit & Loss Account for
the year end and Balance Sheet as at that date
("Financial Statements”) that:

(a) in the preparation of the annual accounts,
the applicable accounting standards
had been followed along with proper
explanation relating to material departures;

(b) the directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
company at the end of the financial year
and of the profit and loss of the company
for that period;

(c) the directors had taken proper and
sufficient care for the maintenance
of adequate accounting records in
accordance with the provisions of this Act
for safeguarding the assets of the company
and for preventing and detecting fraud
and other irregularities;

(d) the directors had prepared the annual
accounts on a going concern basis;

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

DISCLOSURES UNDER SECTION 134 OF THE

COMPANIES ACT, 2013

1. State of affairs of the company:

The company operates in the food and
beverages (F&B) sector. During 2024-25,
the company's total income increased
by an appreciable level, as reflected in its
financial results. Despite a challenging
environment, the company was also able
to expand its net profit during the year.

The company operates

through two segments:

• “Retail”, where bakery outlets are
operational in various parts of the
city of Visakhapatnam and Student's
Cafe outlets in Bhimavaram
and Hyderabad, and

• “Distribution & Modern Trade”

comprising our supply chain where
our products are delivered to
rural districts of Andhra Pradesh,
namely Visakhapatnam, Kakinada,
Vijayanagaram, Bhimavaram, East
Godavari and West Godavari.

The company aims at diversifying and
penetrating new markets in other
states with better quality products in
the coming years.

2. Future plan of action

In response to the rising demand for
bakery products in its area of operation,
the Company has strategically expanded
its manufacturing capacity to better
serve the surrounding markets. A new
state-of-the-art production unit has been
established near Peddapuram, Andhra
Pradesh, which commenced operations
during the year. The facility is equipped
with automated systems that ensure
high-volume, consistent and efficient
production. In alignment with its growth
strategy, the Company also plans to launch
10 new retail bakery outlets across Andhra
Pradesh in the current financial year
to strengthen its market presence and
customer reach.

A centralized kitchen setup has also been
established in Hyderabad along with cold
chain storage facility that allows to stock
production that can be delivered just-in¬
time as per requirements.

Going forward, Management has decided
to sharpen its focus on product distribution,
on-time delivery, product availability in the
market and consumer satisfaction.

3. Amounts, if any, proposed to carry to
any reserves:

The Board of Directors does not propose to
appropriate any amount to be transferred
to the general reserve during the
year under review.

4. Dividend:

The Directors have not recommended any
dividend for the year.

5. Share Capital:

The authorized share capital of the
Company is Rs. 8,00,00,000/- (Rupees Eight
Crores only) divided into 4,00,00,000/-
(Four Crores) equity shares having face
value of Rs. 2/- (Rupees Two) each.

The paid-up share capital of the Company
is Rs. 5,58,97,800 divided into 2,79,48,900
equity shares of face value Rs. 2/- each.

During the year under review, the Company
has not issued any shares with differential
voting rights nor granted stock options
nor sweat equity.

6. Deposits:

Your company has not accepted any
public deposits as such; no amount on
account of principal or interest on public
deposits was outstanding as on the date of
the Balance Sheet.

7. Number of meetings of the Board:

Secretarial Standards, as applicable, have been complied with. Five (5) meetings of the Board
were held during the year as per details given below:

Directors' attendance:

8. Board Evaluation:

The Company has devised a policy for
performance evaluation of Independent
Directors, Board, Committees and other
individual Directors pursuant to the
provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure
requirements) Regulations, 2015.

The performance of the Board was
evaluated by the Board after seeking
inputs from all the Directors on the basis of
criteria such as the Board composition and

structure, effectiveness of Board processes,
information and functioning, etc.

In a separate meeting of Independent
Directors, performance of

Non-Independent Directors, performance
of the Board as a whole and performance
of the Chairman was evaluated, taking into
account the views of Executive Directors
and Non-Executive Directors. The same
was discussed in the Board meeting that
followed the meeting of the Independent
Directors during which the performance

of Board, its committee and individual
Directors was also discussed.

9. Policy on Directors' appointment and
remuneration and others details:

The Company's policy on Directors'
appointment and remuneration and other
matters provided in section 178 of the
Companies Act are as under:

Nomination and Remuneration Policy of
Anjani Foods Limited

Introduction

The Remuneration Policy of Anjani Foods
Limited is aligned with the compensation
philosophy of its competitors which is to
pay competitively and reward performance.
To achieve this philosophy, total compensation
is based on employee's role, market value ofjob
and employees' contribution.

This policy is designed to attract, motivate
and retain talent by creating a congenial work
environment, encouraging initiatives, personal
growth and team work, and inculcating a
sense of belonging and involvement, besides
offering appropriate remuneration package
and retirement benefits.

The policy reflects the Company's objectives for
good corporate governance as well as sustained
long-term value creation for shareholders.

The Remuneration Policy applies to Directors
and senior management, including Key
Managerial Personnel (KMP) of the Company.

1. Definitions

“Act” means the Companies Act, 2013 and
Rules framed thereunder, as amended
from time to time.

“Board” means Board of Directors
of the Company.

“Committee” means Nomination

and Remuneration Committee

constituted by the Board.

“Directors” mean Directors of the Company.

“Key Managerial Personnel” means:

• ChiefExecutive Officer or the Managing
Director or Manager

• Whole-time Director

• Chief Financial Officer

• Company Secretary

• Such other officer as may be prescribed

by the Companies Act, 2013

“Executive Directors” mean Managing
Director/Jt. Managing Director and
Whole-time Director, if any.

“Senior Management” means personnel
of the company who are members of the
senior leadership, typically vice president
or equivalent and higher position levels.

2. Guiding Principle

The guiding principle is that the
remuneration and the other terms of
employment should effectively help
in attracting and retaining talented
employees. While designing remuneration
packages, industry best practices, cost of
living and potential of employees are also
taken into consideration.

3. Policy relating to the remuneration for
Whole-time Director, KMPs and senior
management personnel

3.1. General:

a) The remuneration package of
KMP will be determined by the
Committee and recommended to
the Board for approval. In addition,
approval of shareholders of the
Company and Central Government,
wherever required, will be
obtained for the remuneration
package of Executive Directors.
The remuneration package of other
senior management personnel will
be recommended by Chairman &
Managing Director and submitted
to the Committee for approval.

b) The remuneration package
of Executive Directors shall
be in accordance with the
percentage/slabs/conditions laid
down in the Act.

c) Increments to the existing
remuneration package of Executive

Directors may be recommended
by the Committee to the Board
which should be within the slabs
approved by the shareholders.

3.2. Where any insurance is taken by the
Company on behalf of its Directors,
Executive Directors, Whole-time
Directors, Chief Executive Officer,
Chief Financial Officer, Company
Secretary and any other employees
for indemnifying them against any
liability, the premium paid on such
insurance shall not be treated as part
of the remuneration payable to such
personnel.

4. Remuneration to Executive Directors,

KMPs and senior management

personnel:

1. Pay and allowances:

The Executive Directors, KMPs and
senior management personnel shall
be eligible for a monthly remuneration
as may be approved by the Committee
or Board on the recommendation of
the Committee. The remuneration
comprises of basic pay and allowances,
in addition to perquisites such as
contribution to Provident Fund,
Gratuity, group life insurance, group
medical insurance, etc.

2. Minimum remuneration:

If, in any financial year, the Company has
no profits or its profits are inadequate,
the Company shall pay remuneration
to its Executive Directors in accordance
with the provisions of Schedule V of
the Act and if it is not able to comply
with such provisions, with the previous
approval of the Central Government.

3. Provisions for excess remuneration:

I f any Whole-time Director/Managing
Director draws or receives, directly
or indirectly by way of remuneration
any such sum in excess of the limits
prescribed under the Act or without the
sanction of the Central Government,
where required, he/she shall refund
such sums to the Company and

until such sum is refunded, hold it in
trust for the Company. The Company
shall not waive recovery of such sum
refundable to it unless permitted by
the Central Government.

5. Remuneration to Independent
Directors:

a. Remuneration/Commission:

The remuneration/commission
shall be fixed as per the slabs and
conditions mentioned in the Act.

a) Sitting Fees:

Independent Directors may receive
remuneration by way of fees for
attending meetings of the Board
or Committee thereof provided
that the amount of such fees shall
not exceed the amount fixed by
the Board from time to time.

b) Commission:

Commission may be paid within
the monetary limit approved by
shareholders, subject to the limit
not exceeding 1% of the profits of
the Company computed as per the
applicable provisions of the Act.

c) Stock Options:

An Independent Director shall not
be entitled to any stock options
of the Company.

d) Expenses for attending meetings
Expenses incurred by the
Independent Directors for
attending the meetings of the
Board and Committees shall be
reimbursed by the Company,
or alternatively the Company
may provide air tickets, lodging
facility and conveyance to the
Independent Directors.

6. Disclosure of information

Information on the total remuneration
of members of the Company's Board
of Directors, Whole-time Directors and
KMPs/senior management personnel
may be disclosed in the Company's

annual financial statements/Annual
Report as per statutory requirements.

7. Application of the Remuneration
Policy

The Remuneration Policy shall continue
to guide all future employment of
Directors and senior management
including Key Managerial Personnel.

8. Performance evaluation criteria for
Independent Directors:

The Board of Directors evaluates the
performance of Independent Directors
on a yearly basis.

a. All pecuniary relationship or

transactions of the non-executive
directors

The Company has not paid any
amount as sitting fees for attending

Board meetings of the Company
during the financial year ended on
March 31, 2025.

b. Disclosure with respect to
remuneration:

No other element of remuneration
package is paid to the
Non-Executive Directors.

The Company did not issue any
stock options during the year.

Two meetings of the Committee
were held throughout the year.
The date being 28.05.2024
and 12.08.2024 which were
attended by the following
Committee members.

The composition, powers, role and terms of reference of the Committee are in accordance
with the requirements mandated under Section 178 of the Companies Act, 2013.
The Nomination & Remuneration Committee, as on 31 March 2025, comprised the
following three (3) Non-Executive Directors:

10. Internal Financial Control Systems
and their Adequacy:

The details in respect of internal
financial control and its adequacy
are included in the Management
Discussion & Analysis Report as
Annexure - III and which forms a part
of this report.

11. Audit Committee:

The composition, powers, role and
terms of reference of the Committee are

in accordance with the requirements
mandated under Section 177 of
the Companies Act, 2013 and as
per SEBI (Listing Obligations and
Disclosure Requirements), 2015.
The Audit Committee as on 31
March 2025, comprised the following
four (4) Independent Directors, (1)
one Managing Director and one (1)
Whole-time Director.

The role of the Audit Committee flows
directly from the Board's overview
function, which holds the Management
accountable to the Board and the
Board accountable to the stakeholders.
The terms of reference of the Audit
Committee broadly includes:-

i) Acting as a catalyst in helping the
organization achieve its objectives

ii) The Audit Committee's primary

role is to review the Company's
financial statements, internal

financial reporting process,

internal financial controls, audit
process, adequacy, reliability and
effectiveness of the internal control
systems and risk management
process, vigil mechanism, related
party transactions, monitoring
process for compliance with
laws and regulations and the

code of conduct.

iii) The Audit Committee also

reviews Management letters

and the responses thereto by
the Management.

iv) During the year under review, the
Audit Committee held four (4)
meetings, the dates of the meetings
being 28/05/2024, 12/08/2024,
12/11/2024 and 10/02/2025.

Chief Financial Officer, Internal
Auditors, Statutory Auditors and
other Executives, as considered

appropriate, also attended the
Audit Committee meetings.

Internal Audit and Control:

M/s. Siva Prasad V R K S & Co., Chartered
Accountants, are the Internal Auditors
of the Company and their internal audit
plan and remuneration are approved by
the Audit Committee. The reports and
findings of the Internal Auditor and the
internal control system are periodically
reviewed by the Audit Committee.

All members of the Audit Committee
are financially literate and have
accounting and related financial
management expertise.

All the recommendations made by the
Committees of the Board, including
the Audit Committee, were accepted
and approved by the Board.

12. Stakeholders’ Relationship
Committee:

The composition, powers, role and
terms of reference of the Stakeholders'
Relationship Committee are in
accordance with the requirements
mandated under Section 178 of
the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure
Requirements), 2015. The Stakeholders'
Relationship Committee as on 31
March 2025, comprised the following
three (3) Directors. Further, 2 (Two)
meetings were held throughout the
year on 28.05.2024 and 12.08.2024.

13. The details about the policy developed
and implemented by the company
on corporate social responsibility
initiatives taken during the year:

The Company has not developed and
implemented any Corporate Social
Responsibility policy and initiatives, as
the said provisions are not applicable
to the Company.

14. A statement on declaration given by
independent directors under Sub¬
Section (6) of Section 149:

The provisions of Section 149(6)
relating to Independent Directors have
been complied with.

15. Material changes and commitments,
if, any, affecting the financial position
of the Company which have occurred
between the end of financial year of
the Company to which the financial
statements relate and date of the
report:

There were no material changes and
commitments affecting the financial
position of the Company that occurred
during the financial year to which these
financial statements relate on the date
of this report.

16. Risk Management:

The Board of the Company regularly
reviews and has adopted measures to
frame, implement and monitor the risk
management plan for the company.
The Board is responsible for reviewing
the risk management plan and
ensuring its effectiveness. The Audit
Committee has additional oversight in
the area of financial risks and controls.
Major risk indentified, if any, by the
business functions are systematically

addressed through mitigating actions
on a continuing basis

17. Particulars of Loans, Guarantees or
Investments Under Section 186 of
the Companies Act, 2013:

The particulars of Investments, Loans
and Guarantees covered under the
provisions of Section 186 of the
Companies Act, 2013 read with the
rules made thereunder are provided
in Note No .6.1 and 9.4 of the
financial statements.

18. Particulars of contracts or
arrangements made with related
parties Under Section 188 of the
Companies Act, 2013:

All transactions with related parties
are at arm's length and fall under the
scope of Section 188(1) of the Act.
Information on transactions with
related parties pursuant to Section
134(3) (h) of the Act read with rule 8(2)
of the Companies (Accounts) Rules,
2014 are disclosed in Note No. 35 of
the standalone financial statements.

19. The change in the nature of business,
if any:

There was no change in the nature
of the business.

20. The details of directors or key
managerial personnel who were
appointed or have resigned during the
year:

During the period under review, the
followingwere the changes in the Board
of Directors and there were no changes
in the Key Managerial Personnel.

1. Tenure completion of

Mr. Haribabu Kolluri as Independent
Director (w.e.f. 28.05.2024)

2. Appointment of
Mr. Sibi Venkataraju as Additional
Director (w.e.f. 13.08.2024)

3. Re-appointment of
Mr. R Ravichandran as Whole-time
Director for a term of five years
(w.e.f. 01.08.2024)

4. Re-appointment of Mr. K. Aditya
Vissam as Managing Director for a
term of five years (w.e.f. 01.08.2025)

5. Re-appointment of

Mr. Srinivasa Raju Penmetsa
as Independent Director for
the second term of five years
(w.e.f. 30.08.2024)

6. Re-appointment of

Mr. Siroor Valagudde Shanker
Shetty as Independent Director
for the second term of five years
(w.e.f. 30.08.2024)

7. Change in designation of
Mr.SibiVenkataraju as Independent
Director (w.e.f. 27.09.2024)

21. The names of companies which have become or ceased to be its Subsidiaries, joint
ventures or associate companies during the year:

During the year under review, the following company is the subsidiary of the company.

22. Highlights on performance of
subsidiaries, associate and Joint
Ventures and contribution to the
overall performance of the Company
during the period under review:

Highlights on performance of Senta
Foodwork Private Limited have been
given in Form AOC-1 as Annexure-I
to this report.

Your company does not have any Joint
Ventures or Associate Companies.

23. The details of significant and material
orders passed by the regulators or
courts or tribunals impacting the
going concern status and company’s
operations in future:

There are no material orders passed
by the regulators or courts or tribunals
impacting the going concern status and
the Company's operations in the future.

c. The number of permanent
employees on the rolls of the
company: 111

d. Percentage increase in median
remuneration of employees in the
financial year : Nil

e. Average percentile increase
already made in the salaries
of emloyees other than the
managerial personnel in the last
financial year and its comparision
with percentile increase in the
managerial remuneration and
justification thereof and point
out if there are any exceptional
circumstances for increase in the
managerial remuneration:

The remuneration of managerial
personnel has not increased during
the period under review.

f. Affirmation that the remuneration
is as per the remuneration policy of
the company:

The Company affirms remuneration
is as per the Remuneration Policy
of the Company.

25. Disclosure as per Sexual Harassment
at Work Place (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has zero tolerance
towards sexual harassment at

workplace and has adopted a Policy on
Prevention, Prohibition and Redressal
of Sexual Harassment of in line with the
provisions of the Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act,
2013 and rules framed thereunder.
The policy aims to provide protection
to employees 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. The Company
has formed an Internal Complaints
Committee and members have
been emphasized on their roles and
responsibilities.

No complaints were received or
disposed of during the year under
review regarding the above act and no
complaints were pending either at the
beginning or at the end of the year.

Your Company has complied with the
provisions relating to the constitution
of Internal Complaints Committee
(ICC). ICC is responsible for redressing
complaints related to sexual
harassment and follows the guidelines
provided in the policy. ICC has its
presence at Corporate Office as well as
factory locations.

26. Disclosure Requirements:

As per Regulation 27(2) of SEBI (Listing
obligations & Disclosure Requirement)
Rules, 2015 which came into force on
01st December, 2015, the Company
is exempted to submit quarterly
corporate governance reports in the
BSE Listing Centre. Pursuant to Section
177(9) of the Companies Act, 2013 read
with rule 7 of Companies (Meetings of
Board and its Powers) Rules, the Board
has adopted the Whistle Blower Policy.
This policy aims towards conducting
the affairs of the Company in a fair and
transperant manner.

A mechanism has been established
which aims to provide a channel to
Directors and employees to report
genuine concerns about unethical
behaviour, actual or suspected
fraud or violation of the code of
conduct or policy.

27. Auditors:

Pursuant to the provision of Section
139 of the Act and rules framed
thereunder, M/s. M. Anandam & Co.,
Chartered Accountants, Hyderabad
(Firm Registration No. 000125S), were
re-appointed as Statutory Auditors
from the conclusion of the 38th Annual
General Meeting held on 15.09.2022
for a period of 5 years till the conclusion
of the 43rd AGM.

28. Reporting of Frauds by Auditors:

During the year under review, the
Auditors have not reported any
instance of fraud committed in the
Company by its officers or employees
to the Audit Committee under Section
143(12) of the Companies Act, 2013.

29. Secretarial Auditors’ Report:

In pursuance of Section 204 of the
Companies Act, 2013 read with rules
made thereunder, the Board has
appointed M/s D. Hanumanta Raju &
Co., Practicing Company Secretaries, as

Secretarial Auditor of the Company to
carry out the Secretarial Audit for the
financial year 2024-25 and the report
of the Secretarial Auditor is annexed as
Annexure-II and the same forms a part
of this report.

Clarifications on Auditor Comments in
the Auditor's Report:

There were no adverse remarks made
by Statutory Auditors in their report.

Further, the following are the
explanations to the observations made
by the Secretarial Auditor in their report.

Observations:

As required under Regulation 31(2) of
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015,
hundred percent of the shareholding
of promoters and promoters group is
not held in dematerialized form.

Reply: The Company is in the
process of getting the shares of
promoters and promoters group into
dematerialized form.

30. Annual Return web link:

The web link to the Annual Return in
form MGT-7 pursuant to the provisions
of Section 92 read with Rule 12 of
the Companies (Management and
administration) Rules, 2014 is https://
www.anjanifoods.in/annual-returns

31. The details of Application made or
any Proceeding pending under the
Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year
along with their status as at the end of
the Financial Year:

During the period under review,
there was neither any application
made nor any proceedings initiated
or pending under the Insolvency and
Bankruptcy Code, 2016.

32. 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:

During the period under
review, there was no "One Time
Settlement” with any bank.

33. Conservation of energy, technology
absorption, foreign exchange
earnings and outgo:

The information pertaining to
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 under:

A. Conservation of energy : NIL

B. Technology absorption : NIL

C. Foreign exchange earnings : NIL

D. Foreign exchange outgo : NIL

34. Maintenance of Cost Records:

Maintenance of cost records is not
specified by the Central Government
under sub-section (1) of Section
148 of the Companies Act, 2013
to our company.

35. Acknowledgement:

Your Directors wish to place on record
their appreciation of the valuable
co-operation extended to the Company
by its bankers and various authorities
of the State and Central Government.

Your Directors also thank the
distributors, suppliers and other
business associates of your Company
for their continued support.

Your Board also takes this opportunity
to place on record its appreciation of
the contribution made by employees of
the Company at all levels and, last but
not least, of the continued confidence
reposed by the shareholders in
the management.

For and on behalf of Board of Directors

R. Ravichandran K. Aditya Vissam

Place: Hyderabad Whole time Director Managing Director

Date: 12.08.2025 (DIN 00110930) (DIN 06791393)