Aveer Foods Ltd

To,

The Members,

Aveer Foods Limited

The Directors have pleasure in presenting the 5^th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The Financial Results for the year ended 31^st March, 2024 are briefly given below: -

(Amount in lakhs)

2. DIVIDEND:

The members of the Company are requested to note that despite its strong operational performance during the financial year ended 31^st March, 2024, the Board of Directors do not recommend dividend on equity shares for the Financial year 2023-24, considering the accumulated losses.

3. TRANSFER TO RESERVES:

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

4. EVENTS OCCURRED DURING THE FINANCIAL YEAR UNDER REPORT:

a) Pursuant to Clause 9.10 of the Scheme of Demerger duly approved by Hon'ble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the holding of shareholders of Pradeep Chordia family (PHC Group) as mentioned in the said clause was required to be brought down to 5% of the total shareholding of the Company. Accordingly, PHC Group transferred their shares to Rajkumar Chordia family (RHC Group) by way of Gift as an Inter Se Transfer amongst Promoters. Post Inter-se transfer of shares in the Company, the holding of the Promoters of RHC Group is 67% and that of PHC Group is 5%.

b) An application has been made to the BSE for the reclassification of Promoters from the Promoter/Promoter Category to the Public Category, in accordance with the provisions of regulation 31(1A) 10 of the Listing Regulations, 2015. This application is currently pending with BSE Ltd.

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 Rs. 9640.40 Lakh as against Rs. 9763.66 Lakh of the previous year. The Company's profits have increased by approximately by 20%, with the after-tax profit for the current financial year at Rs. 122.23 Lakh, compared to Rs. 102.27 Lakh in the previous financial year.

INDUSTRY STRUCTURE, DEVELOPMENT, & FOCUS AREAS:

5.1 Industry Trends:

The food industry is undergoing a remarkable transformation, marked by emerging trends that are poised to significantly impact consumer demand in the coming years. Alternative food sources, sustainable practices, hyperlocal sourcing and integration of cutting-edge technologies like AI and machine learning are shaping the future of the food sector. Sustainability focuses among market leaders accelerated the efforts towards emphasizing regenerative agriculture practices. The sustainability trend will continue with heightened emphasis on circular economy. Efforts intensify in reducing food waste, advancing eco-friendly packaging and enhancing energy-efficient operations. Certifications like organic and fair trade, along with transparent, traceable supply chains will remain crucial in shaping a more sustainable and ethical food landscape in 2024.

5.2 Government Initiatives:

Both the Central and State Governments are prioritizing the development and preservation of agricultural products, with a significant emphasis on increasing the processing of various agro-cultivations. The Indian Government has encouraged private sector investments in agriculture and related fields to improve value addition. The food ecosystem in India presents vast investment opportunities, driven by robust growth in the food retail sector, supportive economic policies, and appealing fiscal incentives. The Government of India, through the Ministry of Food Processing Industries (MoFPI), is implementing all essential strategies to enhance investments in the food processing sector within the country.

5.3 Company Overview:

The Company is continuing to operate the food division business and is mainly engaged in the food processing industry, which is showing remarkable growth. The main revenue of the Company is from products like Pickles, Ketchups, Sauces, Chutneys and handmade & machine made Papad.

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

> Sales & Marketing Function:

Sales Performance - FY24 (April 23 to March 2024)

Sales performance for Aveer Foods Limited (AFL) remains muted for FY 24. The low growth was led by slowdown in pickle segment which is the largest for AFL. Most other key segments like chutney, papad and the cha grew in 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 prepacked 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.

> Information Technology:

The technology utilized by the Company is essential to its everyday business functions. The Company has invested in upgrading its technological infrastructure to enable efficient operational monitoring and, in turn, increase shareholder value. These investments encompass the adoption of technology-based tools, including the IT SAP system, which optimizes processes associated with raw material procurement, finished goods, vendor and supplier payments, and effective management of receivables. Furthermore, the Company has established a comprehensive data analytics and reporting system.

> Human Resources:

Human capital is being enhanced at the middle management and junior levels in key functions so as to cope up the future growth journey. We maintained our emphasis on well-being by addressing the distinct needs of our employees throughout their life journey, both professionally and personally. Medicare is acknowledged as a vital component of employee welfare. All staff members are provided with medical insurance coverage. The Company is dedicated to ensuring equal employment opportunities and fostering a healthy work environment that allows employees to perform their duties free from discrimination, gender bias, and sexual harassment. Furthermore, the Company upholds the principle that every employee deserves to be treated with respect. Throughout the year, the Human Resources department actively engaged employees through a variety of online and offline engagement initiatives, as well as numerous learning and development opportunities designed to enhance their skills and align them with organizational changes.

> 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:

Material Quality Management:

At Aveer Food Limited, we adhere to a documented quality policy and objectives that are effectively communicated to all employees through training sessions and displayed in the local language within the workplace. We prioritize the procurement of high-quality raw materials, which are subsequently verified through rigorous quality assessment standards at GIGO basis i.e Goods in Goods Out to guarantee the excellence of our products for our customers. Our dedicated and technically sound Quality team is responsible for confirming and verifying the manufacturing process at every stage.

Employing HACCP principle:

The HACCP is comprehensively implemented in our process right from initial procurement stage through risk assessment. The risks are addressed at each stage and OPRP/CCP steps are monitored for controlling major process hazards.

Compliance of regulatory standards:

We adhere rigorously to FSSAI standards for domestic sales and comply with the regulations and guidelines of specific countries when exporting our products. To enhance efficiency and ensure our commitment to customers, our facilities are certified under ISO 22000:2018 and FSSC 22000.

> Research & development and Innovation:

The Company's robust research and development capabilities, combined with its collaboration with skilled chefs and food specialists, allow it to continuously assess customer expectations and introduce innovative products aimed at pleasing consumers. Furthermore, its cutting- edge R&D center and manufacturing facility leverage advanced technology and contemporary techniques to ensure the production of top-quality products.

5.4 Risk & Mitigation:

The Company continuously identifies the risks involved in the business and try to mitigate those risks as under:

1) Strategic Risk: The key to our success lies in the creation of new products that take into account evolving consumer trends and purchasing behaviors. Additionally, we depend on the implementation of ongoing innovation and the utilization of cutting-edge technology within the food processing sector.

Mitigation: Regularly tracking international food trends and innovative food technologies, along with the swift implementation of applicable business models.

2) Customer Demand Volatility: The food processing industry serves as an extension of the agricultural sector, with both relying on one another for advancement. Progress in food processing has led to increased demand for fruits and vegetables within the agricultural sector. In today's world, consumer preferences and tastes have diversified, influenced by evolving lifestyles and heightened health awareness.

Mitigation: To address these challenges, we focused on sustainability, resilience, and innovation as top priorities. By adopting sustainable practices and fostering innovation, businesses can respond effectively to evolving consumer preferences and regulatory requirements, thereby securing their long-term success in a market influenced by climate uncertainties.

3) Environmental risk: The agricultural sector has faced challenges in recent years due to fluctuations in the environment, unpredictable atmospheric conditions, and varying weather patterns. Securing high-quality raw materials at the appropriate time and price has become increasingly difficult, leading to higher raw material costs that may impact competitiveness and profit margins.

Mitigation: The Company monitors significant and large-scale purchases, and its dependable distribution network has allowed it to ensure a continuous supply of raw materials at established prices.

4) Competition risk: The food industry faces intense competition, encompassing both international corporations and participants from both organized and unorganized sectors. Striking a balance between marketing and pricing strategies proves challenging due to the extensive product range and high volumes introduced by international players, alongside the low pricing strategies employed by the unorganized sector. Additionally, the rising costs and limited availability of quality raw materials significantly impact the company's financial performance. Since the prices of the company's products are largely influenced by market conditions, there is little opportunity to set prices independently.

Mitigation: In response to the rapid advancements in technology, the Company is enhancing its capabilities by adopting newly developed manufacturing techniques and improving its production processes and infrastructure. Within the processed food sector, packaging plays a crucial role. The Company is placing significant emphasis on packaging, which not only extends the shelf life of its products but also captures the attention of consumers.

5) Compliance Risk: The operations of the company must adhere to a wide range of laws and regulations in both local and global markets, which exposes us to various regulatory risks.

Mitigation: To monitor regulatory compliance, the Company Collaborates with external industry experts, consultants ensuring timely and accurate compliances.

Opportunities & outlook:

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

6. 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) holding shares in physical mode are credited on Demerger of Food Division of CFPL.

Following is the reconciliation of the said Demat Escrow Account for the period ended on 31^st March, 2024.

7. 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: -

Notes:

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

2) The debt service coverage ratio is unfavourable in current year due to increase in payment of lease liability in the current year.

3) The Trade Receivables Turnover Ratio has increased in current year on account of decrease in average trade receivable.

4) The trade payable turnover ratio has increased in current year on account of decrease in average trade payable.

5) The return on Capital employed ratio is favourable in current year on account of repayment of borrowings and increase in net profit of current year as compared to the previous year.

8. DIRECTORS:

Pursuant to the Articles of Association and in accordance with provisions of Section 152 of Companies Act, 2013, Mr. Vishal Chordia Mannaging Director [DIN: 01801631], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Necessary resolution for re-appointment of Mr. Vishal Chordia as a Director, is recommended for the approval of the members.

Mr. Vijaykumar Kankaliya, Mr. Rajendra Lunkad, Mr. Ritesh Mehta, Dr. Ajitkumar Mandlecha are the Independent Directors of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 29^th June, 2027 not liable to retire by rotation.

Mrs. Samruddhi Mehta is an Independent Woman Director of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 14^th July, 2027 not liable to retire by rotation.

9. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review Six (6) Board Meetings were held including Independent Directors meeting, which was held on 28^th March, 2024. The details of the said Meetings held are as detailed below: -

10. PUBLIC DEPOSITS:

During the Financial Year 2023-2024, the Company has not accepted any deposits from the public. 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 at the end of FY 2023-2024 or previous financial year.

11. 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.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

As on 31^st March, 2024 the Company did not have any Holding Company, Subsidiary Company and Associate Company.

13. 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 https://www.aveerfoods. com/pdf/financial-information/annual-return/MGT-7-23-24. pdf.

14. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given 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 Obligations and Disclosure Requirements) Regulations, 2015.

15. AUDITORS AND AUDITORS' REPORT

a) Internal Auditor:

The Board has appointed Mr. Nisarg Shah Chartered Accountants as the Internal Auditor of the Company for the Financial Year 2023-2024 pursuant to the provisions of Section 138 of the Companies Act, 2013. The Internal audit reports are periodically reviewed by the Audit Committee and the Board

b) Statutory Auditors:

M/s. Bharat H Shah & Associates Chartered Accountant were appointed as the Company's Statutory Auditor and his term of appointment is valid till the conclusion of 6^th Annual General Meeting to be held in the year 2025.

The Auditor's Report 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.

c) Secretarial Audit:

M/s Satish Patil & Associates were appointed as Secretarial auditor of the Company for FY 2023-2024

The Secretarial Audit Report is annexed herewith as Annexure - I to this Report.

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made by Secretarial auditor

1) Regarding the observation pertaining to the registration of certain Independent Directors in the databank maintained by the Indian Institute of Corporate Affairs (IICA), it has been noted that the registration did not adhere to the timelines stipulated in Section 150 of the Companies Act, 2013. The Board wishes to clarify that out of the five Independent Directors, three registered themselves at a later date, and this being an inadvertent act,. the Board ensures to take corrective steps to rectify this delay in compliance.

2) In relation to the observation concerning the non filing of MGT 14 in accordance with the MCA circular issued during the COVID period, which pertains to the registration of resolutions passed via video conferencing and the filing of MGT 14 for additional credit facilities, the Board shall ensure that corrective measures are implemented to address the delay in compliance.

3) Concerning the observation related to the weblink of the annual return, it has been corrected, and a copy of the Annual Return is now accessible on the Company's website.

4) With reference to the point No. c regarding an observation about non explanation on the qualification made by the secretarial auditor in last Board report, the board clarifies that the observations noted by the secretarial auditor in its audit report with respect to SDD non compliance are self explanatory and the Company was SDD complaint at the time of issuance of the Secretarial auditors report for FY 22-23.

d) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, and Secretarial Auditors have not reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee or to the Board of Directors under Section 143(12) of the Act and the rules made thereunder

16. 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 in Equity Shares made by the Company as on 31^st March, 2024.

17. 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.

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.

18. 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 setup 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 setup 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 Rs. Nil.

C. Reporting under Environmental, Social and Governance under BRSR Framework:

The Company has started taking the initiative voluntarily from last year for implementing various measures under the Environmental, Social, and Governance pillars for an organization under Business Responsibility and Sustainability Reporting Framework.

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

1) To reduce Carbon emissions and to initiate the Carbon Footprint mapping across all the units of the organization.

2) To implement waste auditing and waste management policies for all types of Industrial Waste.

3) To minimize freshwater usage and recycle processed water within factories maintaining zero liquid discharge.

4) To implement and carry out Health & Safety Awareness Programs at all units of the organization.

To achieve the decided targets the management has started implementing the action plan across the organization with respect to:

Environmental Pillar:

a) Waste Management: Proper segregation and disposal of organic and inorganic waste as well disposing e-waste and hazardous waste with authorized recyclers.

i. For Degradable waste includes organic waste that easily degrades, and we are using for farming to enhance nutrient levels in the soil.

ii. For Non - Degradable waste (Plastic Waste) Connecting with an authorized plastic recycler for responsible disposal of waste.

b) Water Recycling Projects:

i. Using the treated effluent for gardening and recycling the process water wherever possible resulting to reduced freshwater usage.

ii. Conducted External water audits for the factory locations: Helps in understanding water usage patterns and identifying opportunities for conservation and efficiency improvements.

iii. Identifies potential risks to water quality and availability, allowing for proactive mitigation measures.

c) Energy Management: Switching towards clean- renewable energy and using biomass instead of fossil fuels resulting to less carbon emission.

Social Pillar:

a) Health & Safety: Ensuring human and machine safety by various projects viz. Electrical Safety by Residual Current Circuit Breaker(RCCB), Emergency Switch, Water-proof On Off starter and Machine safety by using engineering techniques.

b) HR Policies: Various activities conducted for Employees well being to maintain work life balance, mental and physical health and family engagement activities.

19. 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.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) 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.

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

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

22. COMPOSITION OF COMMITTEES

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 (LODR) Regulations, 2015. The Audit committee presently comprises of -

1) Mrs. 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- Whole Time 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 (LODR) 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 - Member- 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 (LODR) Regulations, 2015. The Stakeholder Relationship Committee presently comprises of -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent Director

2) Dr. Ajitkumar Mandlecha, - Member- Independent Director

3) Mrs. Samruddhi Mehta- Member- Independent Director

4) Mr. Rajendra Lunkad- Member- Independent Director

5) Mr. Bapu Gavhane- Member- Whole Time Director

23. PARTICULARS OF EMPLOYEES:

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.

24. 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.

25. 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 (LODR) 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/ whistleblowing is also available on the website of the Company at https://www.aveerfoods.com/pdf/investors- policies/whistle-blower-policy.pdf.

26. CORPORATE GOVERNANCE:

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

As the above limits do not get triggered , the Corporate Governance is not applicable to the Company and 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.

27. 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.

28. 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.

29. STATEMENT REGARDING INDEPENDENT DIRECTORS:

The Board of Directors is of the opinion that the Independent Directors including the Independent Director appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

30. 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.

31. 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.

32. 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 31^st March, 2024 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 31^st March, 2024 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.

33. 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 https://www.aveerfoods.com/pdf/investors-policies/ nomination-and-remuneration-policy.pdf including criteria for determining qualifications, positive attributes, independence of a director and other matters. The details of the Policy have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

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.

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. 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.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There has been no material changes and commitments affecting the financial position of your Company which has occurred between the end of the financial year to which the financial statements relate and the date of this Report.

37. APPRECIATION:

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

The Directors are also thankful to the officials of the Government of India, Ministry of Corporate affairs, stock exchange, State Governments, Local Authorities for their continued support and timely assistance extended to the Company.