Directors Report of Anjani Foods Ltd.

Mar 31, 2024

Your Directors hereby presents the 40th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2024. The summarized financial results for the year ended 31st March, 2024 are as under:

FINANCIAL RESULTS

Particulars	Consolidated 31-03-2024	Standalone 31-03-2024	Consolidated 31-03-2023	Standalone 31-03-2023
Total income	5166.25	4634.51	4903.51	4421.52
Operating profit before interest, depreciation and tax	419.00	402.35	357.57	347.31
Interest and financial charges	66.67	62.67	61.57	59.14
Depreciation	174.27	139.16	160.51	126.02
Profit before taxation	178.06	200.52	135.49	162.15
Provisions for taxation	55.14	57.43	50.36	48.43
Profit / (Loss) after taxation	122.92	143.11	85.13	113.72
Transfer to General Reserves	-	-	-	-
Provision for dividend	-	-	-	-
Provision for dividend tax	-	-	-	-
Other Comprehensive Income	2.10	1.69	(6.61)	(6.63)
Balance carried to Balance Sheet	125.02	144.80	78.52	107.09

REVIEW OF OPERATIONS:

During the period, the total income of the Company increased to Rs. 4,634.51 lakhs as compared to Rs. 4,421.52 lakhs of the previous year. The net profit before tax for the period is Rs. 200.52 lakhs as compared to net profit of Rs. 162.15 lakhs of the previous year. The net earnings after tax and comprehensive income Rs. 144.80 lakhs as compared to Rs. 107.09 lakhs in the previous year.

We, at Anjani Foods Limited focused on the following:

i. Safety of employees and other stakeholders and

ii. Ensuring availability of our quality products, which are daily essentials in the place of its operations.

Your Directors wish to place on record their appreciation to the company''s employees, suppliers, customers and government authorities for their selfless efforts. The ownership and responsiveness shown by all the stakeholders is unparallel and is a testimony of the spirit of this great organization.

Your Company shall review the long-term business opportunities and take all steps necessary to adapt itself to emerging changes and the new normal.

DIRECTORS''

RESPONSIBILITY

STATEMENT

The Board of Directors confirm that in the preparation of 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; and

(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.

(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 business of Food and Beverages sector. During the year, the Company''s Income has increased which is reflected in the financial results of the Company. The company operates through two segments. The first segment being "Retail" where bakery outlets are operational in various parts of the city in Visakhapatnam and Student''s Cafe outlets in Bhimavaram & Hyderabad. The second segment of our supply chain is "Distribution & Modern Trade" where the products are sourced 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:

The company has investing close to Rs. 10 crores in setting up a new unit in Peddapuram and will expected to commence its commercial production in FY 2024-25. The new unit equips automated facility for generating volumes of production. The growing demand of bakery products in the region has pushed the management to expand the manufacturing facility which will cater to the markets in and around the region.

Management has decided to focus additionally on products distributions, on-time delivery, products availability in the markets and consumer satisfaction.

A centralized kitchen setup has also been

established in Hyderabad along with cold chain storage facility which allows to stock up the voluminous production that can be delivered just-in-time as per the requirements.

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

The Board of Directors does not propose to appropriate any amount to be transferred to 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 the details given below:

S. No.	Total No. of Date of Directors on meeting the Date of Meeting		No. of Directors attended	% of Attendance
1.	30.05.2023	8	8	100.00
2.	11.08.2023	8	4	50.00
3.	14.11.2023	8	5	62.50
4.	12.01.2024	8	5	62.50
5.	12.02.2024	8	8	100.00

Directors Attendance:

Name of the Director		Total No. of Meetings	No. of Meetings attended	% of Attendance
1.	Mr. K.V. Vishnu Raju	5	2	40.00
2.	Mrs. K. Anuradha Raju	5	2	40.00
3.	Mr. K. Aditya Vissam	5	5	100.00
4.	Mr. R. Ravichandran	5	5	100.00
5.	Mr. P.S. Ranganath	5	5	100.00
6.	Mr. P.S. Raju	5	2	40.00
7.	Mr. K. Hari Babu	5	4	80.00
8.	Mr. S.V.S.Shetty	5	5	100.00

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 the 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 accounts 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, at 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 (the "Company") 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 of job and employees'' contributions.

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 packages and retirement benefits.

The policy reflects the Company''s objectives for good corporate governance as well as

sustained long-term value creation for shareholders.

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

1. Definitions

"Act" means the Companies Act, 2013 and Rules framed there under, 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

Chief Executive Officer or the Managing Director or Manager,

Whole-time director;

Chief Financial Officer;

Company Secretary; and

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 senior leadership typically vice presidents or equivalent and higher position levels.

2. Guiding Priniciple

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''s best practices, cost of living and potential of employees are also taken into consideration.

3. Policy Relating To The Remuneration For The Whole-Time Director, KMP''s And Senior Management Personnel

3.1. General:

a) The remuneration package of KMP will be determined by the Committee and recommended to Board for approval. In addition, the approval of the 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 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 Director, Chief Executive Officer, Chief Financial Officer, the 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, KMP''s and senior management personnel:

10. Pay and Allowances:

The Executive Directors, KMP 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.

11. 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.

12. Provisions for excess remuneration:

If any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums 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.

13. 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:

I n d e p e n d e n t D i re c t o r m a y r e c e i ve remuneration by way of fees for attending meetings of 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

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

14. Disclosure of information

Information on the total remuneration of members of the Company''s Board of Directors, Whole time Directors and KMP/senior management personnel may be disclosed in the Company''s annual financial statements/ Annual Report as per statutory requirements.

15. Application of the Remuneration Policy

This Remuneration Policy shall continue to guide all future employment of Directors, Company''s Senior Management including Key Managerial Personnel.

16. Performance evaluation criteria for Independent Directors:

The Board of Directors evaluates the performance of independent directors on 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 31,2024.

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 29.05.2023 and 10.08.2023 which were attended by all 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 2024, comprised following three (3) Non-Executive Directors:

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
K. Hari Babu	Chairman	2	2
P.S. Ranganath	Member	2	2
K. Anuradha Raju	Member	2	2

17. Internal Financial Control Systems and their Adequacy:

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

18. 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 2024, comprised following four (4) Non-Executive Directors, (1) one Managing Director and one (1) Wholetime Director

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
P.S. Ranganath	Chairman	4	4
K. Hari Babu	Member	4	4
R. Ravichandran	Member	4	4
K. Aditya Vissam	Member	4	4
P.S. Raju	Member	4	1
S.V.S. Shetty	Member	4	4

The role of the Audit Committee flows directly from the Board of Director''s overview function, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The term 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, the

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. During the year under review.

iv) The Audit Committee held four (4) Meetings, the dates of the meetings being 29/05/2023, 1 0/08/2023, 13/11/2023 and 09/02/2024.

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 Audit Committee are financially literate and have accounting and related financial management expertise.

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

19. Stakeholders Relationship Committee:

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 as per SEBI (Listing Obligations and Disclosure Requirements), 2015. The Stakeholders Relationship Committee as on 31 March 2024, comprised with following three (3) Directors, further 2 (Two) meetings were held throughout the year on 29.05.2023 and 10.08.2023.

20. 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.

21. 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 has been complied with.

22. 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 occurred during the financial year to which these financial statements relate on the date of this report.

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
K. Hari Babu	Chairman	2	2
P.S. Ranganath	Member	2	2
K. Anuradha Raju	Member	2	2

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

During the period under review, there were no changes in the Board of Directors and Key Managerial personnel. However, there was re-appointment of Mr. Rajagopal Ravichandran (DIN: 00110930) as Whole Time Director and Mr. Aditya Vissam Kalidindi (DIN: 06791393) as Managing Director of the Company. Also, Mr. Haribabu Kolluri (DIN: 00669778) who was appointed as an Independent Director has completed his tenure and therefore Mr. Sibi Venkataraju (DIN: 02797440) was appointed as an Independent Director on the Board of the Company w.e.f. 13.08.2024.

Mr. Srinivasa Raju Penmetsa (DIN:00066415) and Mr. S.V.S. Shetty (DIN:01444945) has been re-appointed as a Non-executive Independent Director for a second term of five years. During this tenure, they are not liable to retire by rotation.

28. 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.

Name of the	CIN	Effective
company		Date
Senta Foodwork	U15549TG2018PTC126569	24/03/2022
Private Limited

23. Risk Management:

The Board of the company regularly reviews and had 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

24. 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.5.1 and 8.4 Financial Statements.

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

All the transactions with related parties are at arm''s length and fall under the scope of section 188(1) of the act. Information on transaction 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. 32 of the Standalone financial Statements.

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

There was no change in the nature of Business.

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

Your company has acquired 51% Shares in Senta Foodwork Private Limited, with effect from 24th March, 2022 and subsequently Senta Foodwork Private Limited has become the subsidiary of your company.

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.

30. 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 company''s operations in future.

31. Particulars of Employees:

The information required under section 197 of the act read with rule 5(1) of the companies (appointment and remuneration of managerial personnel) rules 2014, are given below:

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year:

Non Executive Directors	Ratio to median remuneration
K.V.Vishnu Raju	Nil
S.V.S.Shetty	Nil
K.Hari Babu	Nil
P.S.Raju	Nil
K. Anuradha	Nil
P.Ranganath	Nil
Executive	Ratio to median
Directors	remuneration
Ravichandran Rajagopal	0.45:1
Kalidindi Aditya Vissam	0.55:1

b. The percentage increase in remuneration of each Director, Chief Executuive Officer,

Chief Financial Officer, Company

Director,Chief % of increase in Financial Officer, remuneration in Company Secretary the financial year
K. Aditya Vissam, Managing Director	Nil
R. Ravichandran, Whole Time Director	Nil
Md Ibrahim Pasha, Company Secretary	Nil
D. Venu Gopal, Chief Financial Officer	Nil

c. The number of permanent employees on the rolls of the company: 121

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 the 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.

32. 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 there under. 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 the Internal Complaints Committee and the members have been emphasized on the roles and responsibilities.

No Complaints were received or disposed of during the year under 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 the complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at Corporate Office as well as at Factory Locations.

The Internal Complaints Committee as on 31 March 2024, comprised following three (3) members:

Name	Positions held in the committee	Designation in the company
K. Anuradha Raju	Chairperson	Woman
	& Presiding Officer	Director
Sri Laxmi	Member	Dispatch Officer
Shanti Rao	Member	HR

33. 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 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 for conducting the affairs in a fair and transperant manner.

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

34. Auditors:

Pursuant to the provision of section 139 of the act and the 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 38th Annual General Meeting held on 15.09.2022 for a period of 5 years till the conclusion of 43rd AGM.

35. Reporting of Frauds by Auditors:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

36. Secretarial Auditors'' Report:

In pursuance of Section 204 of the Companies Act, 2013 Read with Rules made there under, 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 2023-24 and the report of the secretarial auditor is annexed as Annexure-II and the same forms part of this report.

37. Clarifications on Auditors Comments in Auditors 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 in dematerialized form.

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

38. 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-reportsMnnualReturn2024.pdf

39. 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.

40. 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.

41. 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

42. Maintenance of Cost Records:

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

43. 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 contributions made by the 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 the Board of Directors R. Ravichandran K. Aditya Vissam

^plac^e : ^Hyd^era^bad Whole time Director Managing Director

^Date : ^Aug^{ust 13,} 202⁴ (DIN 00110930) (DIN 06791393)

---

Mar 31, 2023

Your Directors hereby presents the 39th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors’ Report of your company for the financial year ended, 31st March, 2023. The summarized financial results for the year ended 31st March, 2023 are as uder:

FINANCIAL RESULTS

Particulars	Consolidated	Standalone	Consolidated	Standalone
	31-03-2023	31-03-2023	31-03-2022	31-03-2022
Total income	4903.50	4421.52	3536.95	3,504.61
Operating profit before interest,	35755	347.31	175.26	174.07
depreciation and tax
Interest and financial charges	61.57	59.14	52.54	52.49
Depreciation	160.51	126.02	103.78	103.07
Profit before taxation	135.47	162.15	18.94	18.51
Provisions for taxation	50.36	48.43	3.07	3.04
Profit / (Loss) after taxation	85.11	113.72	15.87	15.47
Transfer to General Reserves	-	-	-	-
Provision for dividend	-	-	-	-
Provision for dividend tax	-	-	-	-
Other Comprehensive Income	(6.61)	(6.63)	11.13	11.14
Balance carried to Balance Sheet	78.50	107.09	27.00	26.61

REVIEW OF OPERATIONS:

During the period, the total income of the Company increased to Rs. 4,421.52 lakhs as compared to Rs. 3,504.61 lakhs of the previous year. The net profit before tax for the period is Rs. 162.15 lakhs as compared to net profit of Rs. 18.51 lakhs of the previous year. The net earnings after tax and comprehensive income Rs. 10709 lakhs as compared to Rs. 26.61 lakhs in the previous year.

We, at Anjani Foods Limited focused on the following:

i. Safety of employees and other stakeholders and

ii. Ensuring availability of our quality products, which are daily essentials in the place of its operations.

Your Directors wish to place on record their appreciation to the company’s employees, suppliers, customers and government authorities for their selfless efforts. The ownership and responsiveness shown by all the stakeholders is unparallel and is a testimony of the spirit of this great organization.

Your Company shall review the long-term business opportunities and take all steps necessary to adapt itself to emerging changes and the new normal.

DIRECTORS''

RESPONSIBILITY

STATEMENT

The Board of Directors confirm that in the preparation of 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 d e t e c t i n g fr a u d a n d o t h e r irregularities;

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

(e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(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.

1. State of affairs of the company:

The Company operates in the business of Food and Beverages sector. During the year, the Company’s Income has increased which is reflected in the financial results of the Company. The company operates through two segments. The first segment being “Retail” where bakery outlets are operational in various parts of the city in Visakhapatnam and Student’s Cafe outlets in Bhimavaram & Hyderabad. The second segment of our supply chain is “Distribution & Modern Trade” where the products are sourced 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. Amounts, if any, they proposed to carry to any reserves:

The Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

3. Dividend:

The Directors have not recommended any dividend for the year.

4. Share Capital:

The Authorised 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 your company has done sub-division of shares form Rs. 10/- each to 5 equity shares of 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.

5. 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.

6. 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 the details given below:

S. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1.	30.05.2022	8	8	100.00
2.	12.08.2022	8	4	50.00
3.	29.09.2022	8	4	50.00
4	14.11.2022	8	5	62.50
5.	13.02.2023	8	5	62.50

Directors Attendance:

Name of the Director	Total No. of Meetings	No. of Meetings attended	% of Attendance
Mr. K.V. Vishnu Raju	5	i	20.00
Mrs. K. Anuradha Raju	5	i	20.00
Mr. K. Aditya Vissam	5	5	100.00
Mr. R. Ravichandran	5	5	100.00
Mr. P.S. Ranganath	5	5	100.00
Mr. P.S. Raju	5	1	20.00
Mr. K. Hari Babu	5	3	60.00
Mr. S.V.S.Shetty	5	5	100.00

7. 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 the 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 NonIndependent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into accounts 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, at which the performance of Board, its committee and individual directors was also discussed.

8. 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 (the “Company”) 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 of job and employees’ contributions.

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 packages and retirement benefits.

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

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

1. Definitions

“Act” means the Companies Act, 2013 and Rules framed there under, 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

Chief Executive Officer or the Managing Director or Manager,

Whole-time director;

Chief Financial Officer;

Company Secretary; and 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 senior leadership typically vice presidents or equivalent and higher position levels.

2. Guiding Priniciple

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''s best practices, cost of living and potential of employees are also taken into consideration.

3. Policy Relating To The Remuneration For The Whole-Time Director, KMP’s And Senior Management Personnel

3.1. General:

a) The remuneration package of KMP will be determined by the Committee and recommended to Board for approval. In addition, the approval of the shareholders of the Company and Central Government, wherever required, will be obtained for the remuneration package of Executive Directors. The remuneration package of ot her senio r ma nagement personnel will be recommended by Chairman & Managing Director and submitted to 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 ) I n c r e m e n t s t o t h e e xi s t i n g 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 Director, Chief Executive Officer, Chief Financial Officer, the 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, KMP’s and senior management personnel:

1. Pay and Allowances: The Executive Directors, KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be approved by the C o m m i t t e e o r B o a r d o n t h e 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: If

any Whole-time Director/Managing Director draws or receives, directly or indirectly by way of remuneration any such sums 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.

4. 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 Director may receive remuneration by way of fees for attending meetings of 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:

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

5. Disclosure of information

Information on the total remuneration of members of the Company''s Board of Directors, Whole time Directors and KMP/senior management personnel may

be disclosed in the Company''s annual financial statements/ Annual Report as per statutory requirements.

6. Application of the Remuneration Policy

This Remuneration Policy shall continue to guide all future employment of Directors, Company''s Senior Management including Key Managerial Personnel.

7. Performance evaluation criteria for Independent Directors:

The Board of Directors evaluates the performance of independent directors on 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, 2023.

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 28.05.2022 and 11.08.2022 which were attended by all 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 2023, comprised following three (3) NonExecutive Directors:

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
K.Hari Babu	Chairman	2	2
P.S.Ranganath	Member	2	2
K.Anuradha Raju	Member	2	2

8. Internal Financial Control Systems and their Adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis and which forms a part of this report.

9. 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 2023, comprised following four (4) Non-Executive Directors, (1) one Managing Director and one (1) Wholetime Director

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
P.S. Ranganath	Chairman	4	4
K. Hari Babu	Member	4	2
R. Ravichandran	Member	4	4
K. Aditya Vissam	Member	4	4
P.S.Raju	Member	4	1
S.V.S.Shetty	Member	4	4

The role of the Audit Committee flows directly from the Board of Director’s overview function, which holds the Management accountable to the Board and the Board accountable to the stakeholders. The term 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, the audit process, adequacy, reliability and effectiveness of the internal control systems and risk management process, vi gi l mecha nism, rela ted pa rty 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. During the year under review.

iv) The Audit Committee held four (4) Meetings, the dates of the meetings being 28/05/2022, 11/08/2022, 11/11/2022 and 10/02/2023.

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 Audit Committee are financially literate and have accounting and related financial management expertise.

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

10. Stakeholders Relationship Committee:

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 as per SEBI (Listing Obligations and Disclosure Requirements), 2015. The Stakeholders Relationship Committee as on 31 March 2023, comprised with following three (3) Directors, further 2 (Two) meetings were held throughout the year on 28.05.2022 and 11.08.2022

Name	Positions held in the committee	Number of Meeting s held	Number of meetings attended
K.V.Vishnu Raju	Chairman	2	2
R.Ravichandran	Member	2	2
K.Hari Babu	Member	2	2

11. 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.

12. 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 has been complied with.

13. 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 occurred during the financial year to which these financial statements relate on the date of this report.

14. Risk Management:

The Board of the company regularly reviews and had 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 i n d e n t i fi e d , i f a ny, b y t h e b u s i n e s s functions are systematically addressed through mitigating actions on a continuing basis

15. 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.5.1 and 8.4 Standalone Financial Statements.

16. P a r t i c u l a r s o f c o n t r a c t s o r arrangements made with related parties Under Section 188 of the Companies Act, 2013:

All the transactions with related parties are at arm’s length and fall under the scope of section 188 of the act. Information on transaction 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. 32 of the Standalone financial statements.

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

There was no change in the nature of Business.

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

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

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

Your company has acquired 51% Shares in Senta Foodwork Private Limited, with effect from 24th March, 2022. Accordingly, Senta Foodwork Private Limited has become subsidiary of the company.

During the year under review, no other company has become or ceased to be its Subsidiary, joint venture or associate company of the Company.

20. Statement containing salient features of Financial Statement of Subsidiaries or Associate Companies or Joint Ventures:

Your company has acquired 51% Shares in Senta Foodwork Private Limited, with effect from 24th March, 2022 Senta Foodwork Private Limited has become the subsidiary of your company.

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.

21. 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 company’s operations in future.

22. Particulars of Employees:

The information required under section 197 of the act read with rule 5(1) of the c o m p a n i e s ( a p p o i n t m e n t a n d remuneration of managerial personnel) rules 2014, are given below:

a. The ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year

Non Executive Directors	Ratio to median remuneration
K.V.Vishnu Raju	Nil
S.V.S.Shetty	Nil
K. Haribabu	Nil
P.S.Raju	Nil
K. Anuradha	Nil
P.Ranganath	Nil

Executive	Ratio to median
Directors	remuneration
R. Ravichandran	0.45:1
K. Aditya Vissam	0.55:1

b. The percentage increase in remuneration of each Director, Chief Executuive Officer, Chief Financial Officer, Company Secretary in the

Director, Chief Financial Officer, Company Secretary	% of increase in remuneration in the financial year
K. Aditya Vissam Managing Director	Nil
R. Ravichandran Whole Time Director	Nil
Md Ibrahim Pasha Company Secretary	10%
D. Venu Gopal Chief Financial Officer	10%

c. The number of permanent employees on the rolls of the company: 123

d. Percentage increase in median remuneration of employees in the financial year : 10%

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 t h e r e a r e a n y e x c e p t i o n a l circumstances for increase in the managerial remuneration:

The remuneration of the 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.

23. 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 there under. 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 the Internal Complaints Committee and the members have been e m p h a s i z e d o n t h e r o l e s a n d responsibilities.

No Complaints were received or disposed of during the year under 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 the complaints related to sexual harassment and follows the guidelines provided in the policy. ICC has its presence at Corporate Office as well as at Factory Locations.

The Internal Complaints Committee as on

Name	Positions held in the committee	Designation in the company
K. Anuradha Raju	Chairperson	Woman
	& Presiding Officer	Director
M. Lalima	Member	HOD - QA
E. Lakshmana	Member	HR Manager

31 March 2023, comprised following three (3) members

24. 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 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 for conducting the affairs in a fair and transperant manner.

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

25. Auditors:

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

26 Reporting of Frauds by Auditors:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

27. Secretarial Auditors’ Report:

In pursuance of Section 204 of the Companies Act, 2013 Read with Rules made there under, 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 2022-23 and the report of the secretarial auditor is annexed as Annexure-II and the same forms part of this report

28 Clarifications on Auditors Comments in Auditors 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:

1. 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 in dematerialized form.

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

2. Website of the company is not fully updated

Reply: The Company is in the process of modification and updating the website in accordance with the rules and regulations applicable to the company. The Revamping of website is in process.

29. 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 C o m p a n i e s ( M a n a g e m e n t a n d a d m i n i s t ra t i o n ) Ru l e s , 2 0 1 4 i s https://www.anjanifoods.in/

30. 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.

31. 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.

32. 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

33 Future Plan of Action:

The company has invested close to Rs. 10 crores in setting up a new unit in Modavalasa (Vizag) and commenced its commercial production in FY 2020-21. The new unit equips automated facility for generating volumes of production. The growing demand of bakery products in the region has pushed the management to expand the manufacturing facility which

will cater to the markets in and around the region.

Management has decided to focus additionally on products distributions, on-time delivery, products availability in the markets and consumer satisfaction.

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

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 cooperation 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 contributions made by the 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 : August 11, 2023 (DIN 00110930) (DIN 06791393)

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2014.

Financial results

(Rs. in lakhs)

Consolidated Particulars Year ended

31-03-2014 31-03-2013

Total income 2227.21 1783.60

Operating profit before interest, depreciation and tax 74.92 181.36

Interest and financial charges 70.34 105.47

Depreciation 60.80 53.57

Profit before taxation (56.22) 22.32

Provisions for taxation 33.39 20.39

Profit/(Loss) after taxation (89.61) 42.72

Transfer to General Reserves - -

Provision for dividend - -

Provision for dividend tax - -

Balance carried to Balance Sheet (89.61) 42.72

(Rs. in lakhs)

Standalone Particulars Year ended

31-03-2014 31-03-2013

Total income 72.44 110.35

Operating profit before interest, depreciation and tax (09.91) 72.91

Interest and financial charges 17.43 56.85

Depreciation 12.51 12.50

Profit before taxation (39.85) 3.56

Provisions for taxation 32.42 33.94

Profit/(Loss) after taxation (72.27) 37.50

Transfer to General Reserves - -

Provision for dividend - -

Provision for dividend tax - -

Balance carried to Balance Sheet (72.27) 37.50

RESULTS OF OPERATIONS

Your Company is planning to expand into Dairy Products, Snack Food, and Beverages Segment, in addition to Bakery Products, so as to complement the retail sale. Your Company is strengthening its retail presence by doubling the outlets in the next 24 months.

OUTLOOK

The Company will strive to have a strong presence in the area of Food Processing. Efforts will be taken to adopt innovative manufacturing and marketing practices by enhancing the product value

SHARE CAPITAL

The paid-up Share Capital of your Company stands at Rs. 4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2014.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2013-14 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company''s Act, 1956 and as per Accounting Standard - 21, containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company has started the merger procedure with the subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association of the Company, Sri R. Ravichandran, shall retire by rotation and being eligible offers himself for re-appointment.

As per the provisions of section 149 of the Companies Act, 2013, Independent Directors of the Company are not liable to retire by rotation and the Board proposes to appoint the Independent Directors for a period of five years as per the said provisions.

CHANGE OF NAME OF THE COMPANY:

The Directors trust that the change of the Name will be beneficial to the company and recommended to obtain the consent of members by way of Special Resolution(s). The Board of Directors of the Company has approved the resolution for change of name of the Company on 24th March, 2014 and ROC has reserved the name ''ANJANI FOODS LIMITED'' vide letter dated 23rd July 2014, under Section 4 of the Companies Act, 2013. A resolution in this context is included in the Notice of the Annual General meeting. Under Section 18 of the Companies Act, 1956, the Company has already altered the object clause of the Memorandum of Association of the Company on 2nd February 2013, by way of postal ballot and registered with Registrar of Companies, Hyderabad on 18th day of March, 2013.

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the provisions of Rule 11 of Chapter 9 (Companies (Accounts) Rules, 2014 and other applicable provisions of the Companies Act 2013 members those who are having their e-mail ID''s registered and who hold shares in Dematerialized Form soft copies of the 30th Annual Report of the Company shall be sent by e-mail. Physical copies shall be sent to those investors who are not having their e-mail ID''s registered and to those who hold shares in physical form. A copy of the 30th Annual Report shall be sent by post to those members who make a specific request for physical copy. Hence members are requested to send their email-ID''s to the Registrar and Share Transfer Agent / to the Company for proper correspondence.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors'' Report to the Board of Directors does not contain any qualifications.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2014 and of the loss of the Company for that year.

3. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 2014, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee''s recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956 and in accordance with Section 139 read with Section 141 of the Companies Act, 2013.

The notes to the accounts referred to in the Auditor''s Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPLIANCE CERTIFICATE

The Company has obtained a compliance certificate in accordance with the provisions of Section 383A of the Companies Act, 1956. The certificate is attached there to.

The Company is in the process of identifying a suitable candidate for appointing as a Company Secretary as one of the Key Managerial Personnel under Section 203 of the Companies Act, 2013.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thanks the Company''s customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.

By order of the Board

Place : Hyderabad K.V. Vishnu Raju Date : 29th May 2014 Chairman

---

Mar 31, 2013

The Members of M/s. Raasi Enterprises Limited

The Directors have pleasure in presenting the 29th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2013.

Financial results

(Rs. in lakhs) Consolidated Standalone Particulars Year ended Year ended 31-03-2013 31-03-2012 31-03-2013 31-03-2012

Total income 1649.45 1426.78 110.35 105.82

Operating profit before interest, depreciation and tax 181.09 173.09 72.91 75.92

Interest and financial charges 105.47 86.36 56.85 58.04

Depreciation 53.57 43.66 12.50 12.76

Profit before taxation 22.32 43.07 3.56 5.12

Provisions for taxation 20.39 15.39 33.94 2.53

Profit after taxation 42.72 27.68 37.50 2.59

Less: Minority interest 1.36 6.54 - -

Transfer to General Reserves - - - -

Provision for dividend - - - -

Provision for dividend tax - - - -

Surplus carried to Balance Sheet 41.36 21.14 37.50 2.59

Results of operations

Effective operations are instrumental in driving the success of any organization. Our company has continued to show robust triple digit growth with Sales up from Rs. 13.00 Crs to Rs.16.49 Crs giving us a strong 27% increase. Our goal is to increase EBIDTA margins in the long run though we are prepared to sacrifice margins on the short run in exchange for more rapid growth. Detailed planning coupled with a strong financial base, forms the elixir of success. The strength of our financials imparts confidence in our actions that lead us to our success. We continue to explore innovative financing routes that can optimise the financial engineering of our growth.

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourselves; as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs.4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2013.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors'' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/ 2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2012-13 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company''s Act, 1956 and as per Accounting Standard - 21, containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company is planning to merge with the subsidiary company. It has prepared a plan of action for merging with subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association of the Company, Sri. P.V.R.L.Narasimha Raju and Sri. S.Ram Kumar shall retire by rotation and being eligible offer themselves for re-appointment.:

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the circular no. 18/2011 issued by The Ministry of Corporate Affairs with respect to the Green Initiative in the Corporate Governance members those who are having their e-mail ID''s shall be sent the soft copies of the 29th Annual Report of the Company by e-mail. Physical copies shall be sent to those investors who are not having their e-mail ID''s. A copy of the 29th Annual Report shall be sent by post to those members who make a specific request for physical copy.

In addition to that the soft copies of the Annual Report in electronic mode are posted on the website of the company. News paper advertisement about the availability of the same is made in both English and Telugu News paper in compliance with circular no. 18/2011 issued by Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors'' Report to the Board of Directors does not contain any qualifications.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director''s responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2013 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2013 and of the loss of the Company for that year.

3. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 2013, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee''s recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor''s Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

CERTIFICATE

The Company has obtained a compliance certificate in accordance with the provisions of Section 383A of the Companies Act, 1956. The certificate is attached there to.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and

Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thank the Company''s customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.



By order of the Board

Place : Hyderabad K.V.Vishnu Raju

Date : 28.05.2013 Chairman

---

Mar 31, 2012

To The Members of M/s. Raasi Enterprises Limited

The Directors have pleasure in presenting the 28th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2012.

Financial results

(Rs in lakhs) Consolidated Standalone

Particulars Year ended Year ended 31-03-2012 31-03-2011 31-03-2012 31-03-2011

Total income 1426.78 1299.59 105.82 99.63

Operating profit before interest, depreciation and tax 173.09 146.60 75.92 67.30

Interest and financial charges 86.36 54.92 58.04 25.64

Depreciation 43.66 42.57 12.76 12.70

Profit before taxation 43.07 49.11 5.12 28.96

Provisions for taxation 15.39 13.16 2.53 8.73

Profit after taxation 27.68 35.95 2.59 20.23

Less: Minority interest 6.54 4.10 - -

Transfer to General Reserves - - - -

Provision for dividend - - - -

Provision for dividend tax - - - -

Surplus carried to Balance Sheet 21.14 31.85 2.59 20.23



Results of operations

Effective operations are instrumental in driving the success of any organization. Our company has continued to show robust triple digit growth with Sales up from Rs.11.80 Crsto 713.00 Crs giving us a strong 15% increase. Our goal is to increase EBIDTA margins in the long run though we are prepared to sacrifice margins on the short run in exchange for more rapid growth. Detailed planning coupled with a strong financial base, forms the elixir of success. The strength of our financials imparts confidence in our actions that lead us to our success. We continue to explore innovative financing routes that can optimise the financial engineering of our growth.

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourselves; as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs.4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2012.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 212 of the Companies Act, 1956, we are required to attach the Directors' Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/2011 dated February 8, 2011 has provided and exemption to Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. Accordingly, the Annual Report 2011-12 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request.

These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 212 of the Company's Act, 1956 and as per Accounting Standard - 21, ' containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company is planning to merge with the subsidiary company. It has prepared a plan of action for merging with subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1956, and the Companies (Acceptance of Deposit) Rules, 1975and, as such; no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1956 and the Articles of Association ofthe Company, Sri K.V.Vishnu Raju and Sri K.Hari Babu shall retire by rotation and being eligible offer themselves for re-appointment.:

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the circular no. 18/2011 issued by The Ministry of Corporate Affairs with respect to the Green Initiative in the Corporate Governance members those who are having their e-mail ID's shall be sent the soft copies ofthe 28th Annual Report of the Company by e-mail. Physical copies shall be sent to those investors who are not having their e-mail Id's. A copy of the 28th Annual Report shall be sent by post to those members who make a specific request for physical copy.

In addition to that the soft copies of the Annual Report in electronic mode are posted on the website of the company. News paper advertisement about the availability of the same is made in both English and Telugu News paper in compliance with circular no. 18/2011 issued by Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors' Report to the Board of Directors does not contain any qualifications.

DIRECTORS' RESPONSIBILITY STATEMENT "

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with , the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Director's responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2012 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2012 and of the profit of the Company for that year.

3. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 2012, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee's recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re - appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor's Report are self explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and

Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thank the Company's customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.



By order of the Board

Place: Hyderabad R.Ravichandran

Date : 14.08.2012 Wholetime Director

---

Mar 31, 2011

The Members of M/s. Raasi Enterprises Limited

The Directors have pleasure in presenting the 27th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2011.

Financial results ( in lakhs)

Consolidated Standalone Particulars Year ended Year ended 31-03-2011 31-03-2010 31-03-2011 31-03-2010



Total income 1299.59 1125.51 99.63 101.65

Operating profit before interest, 146.60 160.27 67.30 83.61 depreciation and tax

Interest and financial charges 54.92 52.77 25.64 22.34

Depreciation 42.57 44.01 12.70 13.00

Profit before taxation 49.11 63.49 28.96 48.27

Provisions for taxation 13.16 -31.85 8.73 -34.93

Profit after taxation 35.95 95.34 20.23 83.19

Transfer to General Reserves

Provision for dividend

Provision for dividend tax

Surplus carried to Balance Sheet 214.31 182.45 164.58 144.35

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourselves; as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs. 4,00,00,000/- (Rupees Four Crore only) as on 31st March, 201 1.

SUBSIDIARIES

We have one subsidiary Company i.e. M/s. Sai Aditya Foods and Retail Private Limited. As per Section 21 2 of the Companies Act, 1 956, we are required to attach the Director's Report, Balance Sheet and Profit and Loss Account of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its circular no. 2/201 1 dated February 8, 201 1 has provided and exemption to Companies from complying with Section 21 2, provided such Companies publish the audited consolidated financial statements in the Annual Reoirt. Accordingly, the Annual Report 2010-1 1 does not contain the financial statements of your subsidiaries. The audited annual accounts and related information of our subsidiaries, where applicable, will be made available upon request. These documents will also be available for inspection during business hours at our registered office.

The statement pursuant to Section 21 2 of the Company's Act, 1 956 and as per Accounting Standard - 21, contain details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. As your are aware of that the Company has acquired a profit making unit in the food industry as a subsidiary company. To serve the shareholders in the long run on a consistent basis, now the Company is planning to merge with the subsidiary company. It has prepared a plan of action for merging with subsidiary company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1 956, and the Companies (Acceptance of Deposit) Rules, 1 975and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

During the year Sri B.V.N.Satyanarayana Raju, has resigned from office of the Directorship of the Company. And in his place Sri K.Hari Babu was appointed as the Additional Director of the Company with effect from 1 3th February 201 1. A member of the Company has proposed Sri K.Hari Babu for his appointment as Director of the Company ans a resolution to that effect is submitted in the Notice of the 27th Annual General Meeting of the Company for the members' approval.

In accordance with the provisions of Section 255 & 256 the Companies Act, 1 956 and the Articles of Association of the Company, Sri R.Ravichandran, Sri S. Ramkumar and Sri P.V.R.L. Narasimha Raju shall retire by rotation and being eligible offer himself for re-appointment.

GREEN INITIATIVE WITH RESPECT TO CORPORATE GOVERNANCE:

As per the circular no. 1 8/201 1 issued by The Ministry of Corporate Affairs with respect to the Green Initiative in the Corporate Governance members those who are having their e-mail ID's shall be sent the soft copies of the 27th Annual Report of the Company by e-mail. Physical copies shall be sent to those investors who are not having their e-mail ID's. A copy of the 27th Annual Report shall be sent by post to those members who make a specific request for physical copy.

In addition to that the soft copies of the Annual Report in electronic mode are posted on the website of the company. News paper advertisement about the availability of the same is made in both English and Telugu News paper in compliance with circular no. 18/201 1 issued by Ministry of Corporate Affairs.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS - 21 on Consolidated Financial Statements read with Accounting Standard AS - 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 and 41 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors' Report to the Board of Directors does not contain any qualifications.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board of Directors accepts responsibility for integrity and objectivity of the financial statements. The Board has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to

Director's responsibility statement, it is hereby confirmed

1. That in the preparation of the accounts for the year ended 31st March, 201 1 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 201 1 and of the loss of the Company for that year.

3. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 201 1, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

We continue to be a pioneer in benchmarking our corporate governance policies with the best in the world. Our efforts are widely recognized by the investors. We have documented our internal policies on corporate governance in line with the committee's recommendations. Our code of conduct was updated to make it relevant and responsive to the changing needs of our business. A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re — appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1956.

The notes to the accounts referred to in the Auditor's Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 21 7(2A) of the Companies Act, 1 956 read with the Companies (Particulars of employees) Rules, 1 975 as amended.

PERSONNEL

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

A. Conservation of Energy (a to d) : Not Applicable

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports : Not Applicable

g) Total Foreign exchange used and Earned foreign exchange outgo : Nil

ACKNOWLEDGEMENTS

We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board of Directors thank the Company's customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Govern- mental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.

For Raasi Enterprised Limited

Place : Hyderabad K. V. Vishnu Raju

Date : 12.08.2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting the 26th Annual Report of the Company together with audited Annual Accounts for the year ended 31st March 2010.

Financial results (Rs. in lakhs)

Particulars Standalone

Year ended

31-03-2010 31-03-2009

Total income 101.65 89.26

Operating profit before interest,

depreciation and tax 83.61 72.38

Interest and financial charges 22.34 39.18

Depreciation 13.00 13.28

Profit before taxation 48.27 19.92

Provisions for taxation 34.92 (122.12)

Profit after taxation 83.19 (102.20)

Transfer to General Reserves - -

Provision for dividend - -

Provision for dividend tax - -

Surplus carried to Balance Sheet 144.35 61.16

Outlook

We will strive to build customer and market delight, develop collaborative solutions and incubate disruptive solutions in the coming years. We constantly recognize the need to reinvent ourserves, as a result we continue to refine our operational processes while infusing greater efficiency into our systems. These measures enable us to offer exemplary service to our guests and make us what we are today.

Share Capital

The paid-up Share Capital of your Company stands at Rs.4,00,00,000/- (Rupees Four Crore only) as on 31st March, 2010.

As you are aware that during the financial year your Company has obtained the revocation of suspension order from Bombay Stock Exchange Limited, members holding shares in physical mode are advised to avail of the facility of dematerialisation on either of the Depositories.

OPERATIONS AND FUTURE PLANS

The Company could carry normal activities during the financial year under consideration. To serve the shareholders in the long run on a consistent basis, the Company has acquired a profit making unit in the food industry as a subsidiary company. Now the Company is expanding its horizon of activities. It has prepared a plan of action for undertaking construction, publication and other activities, which would endeavor to fully activate the company.

FUTURE OUTLOOK

A note on the future outlook of our Company is presented under Management Discussion and Analysis which forms part of this report.

DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 58A and 58AA of the Companies Act, 1 956, and the Companies (Acceptance of Deposit) Rules, 1 975and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS:

In accordance with the provisions of Section 255 & 256 the Companies Act, 1 956 and the Articles of Association of the Company, Sri B.V.N. Satyanarayana Raju shall retire by rotation and being eligible offer himself for re-appointment.:

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual Report.

SUBSIDIARY COMPANIES

The statement pursuant to Section 21 2 of the Companys Act, 1 956 and as per Accounting Standard — 21, containing details of subsidiary of the Company M/s. Sai Aditya Foods and Retail Private Limited forms part of the Annual Report.

Annual accounts of subsidiary Companies and the related detailed information are available for inspection at the Companys Registered Office. The same will be made available to the investors of the Companies upon request.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed hereto.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS — 21 on Consolidated Financial Statements read with Accounting Standard AS — 23 on Accounting for Investment in Associates and with reference in terms of Clause 32 of the Listing Agreement, your Directors provide the Audited Consolidated Financial Statements in the Annual Report

The Auditors Report to the Board of Directors does not contain any qualifications.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1 956, with respect to Directors responsibility statement, it is hereby confirmed:

1. That in the preparation of the accounts for the year ended 31st March, 2010 the applicable accounting standards have been followed.

2. That such accounting policies have been selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the financial year ended 31st March, 2010 and of the loss of the Company for that year.

3. The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the annual accounts for the year ended 31st March 2010, have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate section of Corporate Governance and a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, forms part of this Report.

AUDITORS:

M/s. Bhaskara Rao & Co., Chartered Accountants, who are the Auditors of the Company, retire at the close of the ensuing Annual General Meeting and being eligible offer them-selves for re-appointment. The Company has received a certificate from them to the effect that their re — appointment, if made, would be within the limits prescribed under Section 224(1) of the Companies Act, 1 956.

The notes to the accounts referred to in the Auditors Report are self - explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There are no employees in the organization coming under the provisions of section 217(2A) of the Companies Act,

1 956 read with the Companies (Particulars of employees) Rules, 1 975 as amended.

PERSONNEL

The relationship between the management and staff was very cordial throughout the year under review. Your directors take the opportunity to record their appreciation for the co operation and loyal services rendered by the employees.

COMPANIES (DISCLOSURE OR PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988.

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

The particulars as prescribed under section 217(l)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are set out in an Annexure to this Report.

RESEARCH & DEVELOPMENT

B. Technology absorption (e) : Not Applicable

C. Foreign Exchange Earnings and outgo

f) Activities relating to exports

g) Total Foreign exchange used and

Earned foreign exchange outgo :

ACKNOWLEDGEMENTS

The Directors thank the Companys customers, vendors, investors, business associates, bankers and academic institutions for their support to the Company.

The Directors also thank the Government of India, the concerned State Governments, Government Departments and Governmental Agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the Company across the world.

The Directors wish to place on record their sincere appreciation of the dedicated services rendered by all the employees of the Company.

By order of the Board

K. V. VISHNU RAJU

Chairman

Place: Hyderabad

Date: 14.08.2010