To,

The Members,

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: -

(Amount in Lakh)

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.

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.

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.

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 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.

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 capital is being developed at the middle managementandjuniorlevelsinessentialfunctions 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.

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.

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.

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: -

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.

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.

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.

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.

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.

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

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

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.

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.

As on March 31, 2025 the Company does not have any

Holding Company, Subsidiary Company and Associate Company.

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.

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.

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.

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.

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.

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) It is noted that the Company has been continuously applying to the Registrar of Companies, Pune, for the change in its Corporate Identification Number (CIN) specifically pursuant to its listing, 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.

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.

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.

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.

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.

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.

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.

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.

Foreign Exchange Earnings and Outgo during the year was Nil.

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:

• 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.

• 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.

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

• 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.

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.

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

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:

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.

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.

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.

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.

This Clause is Not Applicable to the Company.

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.

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.

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.

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 and

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

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.

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.

Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members,

CIN: U15549PN2019PLC183457

Plot No. 55/A/5 6,Hadapsar Industrial Estate, Near Tata Honeywell,

Pune, Maharashtra, India, 411013

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Aveer Foods Limited having corporate identification number: U15549PN2019PLC183457 (hereinafter called "the Company"). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based our limited of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (hereinafter called "the audit period") complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms, and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025, according to the provisions of:

i. The Companies Act, 2013, as amended from time to time (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

a) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the Company during the Audit Period);

e) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (not applicable to the Company during the Audit Period);

f) Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued; (not applicable to the Company during the Audit Period);

g) Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021: (not applicable to the Company during the Audit Period); and

h) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the Company during the Audit Period).

We are informed that the following Acts and Regulations are specifically applicable to the Company for its Food Business. We have relied on the Representation made by the Company and its Officers in respect of Systems and mechanism formed / followed by the

Company for the compliance of the same:

1. Food Safety and Standards Act, 2006 & Rules made thereunder,

2. Food Safety and Standards Rules, 2011 & Rules made thereunder,

3. Food Safety and Standards (Packaging and Labelling) Regulations, 2011, & Rules made thereunder,; and

4. Legal Metrology Act, 2009 & Rules made thereunder.

We have also examined compliance with the applicable clauses and regulations of the following:

i. Secretarial Standards issued by ‘The Institute of Company Secretaries of India' as notified by the Central Government under section 118(10) of the Companies Act, 2013 and mandatorily applicable.

ii. The Listing Agreement entered into by the Company with BSE Limited (Stock Exchange) pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called "SEBI LODR").

iii. As per Regulation 15(2) of the SEBI LODR, the compliance with the provisions of Corporate Governance as specified in regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not applicable to those Companies whose paid up equity share capital does not exceed Rupees Ten Crore and net worth does not exceed Rupees Twenty-Five Crore, as on the last day of the previous financial year. The Company falls under the said Criteria and hence, the provisions of Corporate Governance as mentioned above under SEBI LODR were not applicable during the period under review.

We further report that, we have relied on the representation made by the Company and its Officers, in respect of system and mechanism prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test-check basis, the

Company has complied with the Laws which are specifically applicable to the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned below:

We further report that:

The Board of Directors of the Company is duly constituted, subject pending adjudication process as provided above in clause no. (a) with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Further, in the incidences where, for the purpose of any Board or Committee Meeting, agenda or notes to agenda are circulated with shorter period of less than seven days, all the Directors including Independent Directors have consented to the shorter period of circulation of the same.

All the decision in the board meetings were carried through by majority and there were no dissenting views of the members and hence not captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there have been below enlisted major actions or events undertaken by the Company which may have a major bearing on the Company's affairs in pursuance of the above referred laws, rules, guidelines, standards etc:

1. Company has received approval for reclassification of the PHC Group into public category from stock exchange ie. BSE Limited vide its letter dated October 11, 2024.

2. The shares that were allotted by the Company pursuant to the Scheme of Demerger approved by the Hon'ble National Company

Law Tribunal, Mumbai Bench, on July 1, 2022, to the shareholders of Chordia Food Products Limited (the demerged company) holding shares in physical form by its shareholders, were credited to the ‘Aveer Foods Limited-Physical Unclaimed Securities

Escrow Account.' The same has been duly noted/ reconciled by the Board on quarterly basis with it's Registrar and Share Transfer Agent at its meeting and further reflected in the shareholding pattern filed with the stock exchange. As of March 31, 2025, the balance in this escrow account is 2,75,072, which represents 6.82% of the total issued, subscribed, and paid-up share capital of the Company, and corresponds to 1,827 shareholders.

3. The Company has issued and allotted 4,52,174 convertible warrants to Mr. Rajkumar Chordia and Mr. Vishal Chordia, Promoters of the Company; each such warrant is convertible into 1 (one) equity shares of face value of 10/- each fully paid-up on 20^th March 2025 on preferential basis pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "ICDR Regulations").

4. 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.

To,

The Members,

CIN: U15549PN2019PLC183457

Plot No. 55/A/5 6,Hadapsar Industrial Estate, Near Tata Honeywell,

Pune, Maharashtra, India, 411013

My Secretarial Audit Report of even date is to be read along with this letter.

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

2. My responsibility is to express an opinion on these secretarial records standards and procedures followed by the Company with respect to secretarial compliances based on my audit.

3. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness verification of the contents of the secretarial records. The was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

4. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

5. Wherever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.]

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not on Arm's length basis.

There were no transactions during the year which were not on arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis:

1. All the transactions are on the Arm's Length basis during the normal course of business.

2. The values of the transactions reported in the above table includes basic value, and is excluding the value of Goods and Service tax.

3. All the aforesaid contracts/Agreements, wherever applicable, have been approved by the Shareholders for a period of 5 years w.e.f. April 1, 2021 upto March 31, 2026.

4. No amount is paid/received as Advance against these transactions.

[Pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder]

i. During the year, employees received remuneration in excess of 102.00 Lakh or more per annum or 8.50 Lakhs per month for part of the year. In accordance with the provisions of Section 197 of the Act read with Rule 5(2) of Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014. - NIL

ii. During the year, employees received remuneration in excess of that drawn by managing directors or whole-time director or manager and hold by himself or along with his spouse and dependent children not less than two percent of the equity shares of the Company. NIL.