State of Company’s Affairs

Financial performance - Standalone

Your company has achieved a total income of H 34,28,940.14
lakhs during the year under review as against H 31,96,162.50
lakhs in the previous financial year representing an increase
of 7.28%. The net profit after tax of the company for the year
under review is H 1,30,134.16 lakhs as against H 76,515.09
lakhs for the previous financial year representing an increase
of 70.08%.

The export of the company during the year under review
was H 22,877.24 lakhs as compared to H 32,349.94 lakhs
during the previous financial year. Exports declined due
to intense competition in the international market and
higher cost of Indian Soya Products in comparison to other
international suppliers.

Financial performance - Consolidated

It is the first year that the Company has presented its
consolidated financial statements. During the financial year
under review, your Company has achieved a consolidated
total income of H 34,28,940.14 lakhs and a consolidated net
profit after tax of H 1,30,070.64 lakhs.

Future Outlook

As we look ahead, Patanjali Foods Limited is poised to build
on its integrated business model and unlock new avenues
of growth across the food, FMCG, and wellness ecosystem.
A major milestone for the Company has been the successful
integration of the Home and Personal Care (HPC) business,

marking a strategic consolidation of Patanjali-branded
Ayurvedic products into our growing FMCG portfolio. This
integration not only strengthens our consumer proposition but
also offers significant opportunities for operational synergies,
improved margins, and a wider customer base. Coupled with
an enhanced focus on e-commerce and modern trade (MT)
platforms, and deeper penetration into general trade through
an expanded distribution network, we are set to drive higher
volume growth and market share across rural and urban India.

To support this growth, the Company is investing in capacity
expansion through the commissioning of new manufacturing
mills in key strategic locations. These facilities will enhance
our processing capabilities in edible oils and value-added
food products, improving supply chain responsiveness
and cost competitiveness. Our commitment to sustainable
palm oil cultivation has also seen renewed momentum
with increased acreage under plantation, especially in the
Northeast and Southern regions, reinforcing our long-term
goal of domestic self-reliance. Additionally, Patanjali Foods
is actively leveraging its wind power assets to meet captive
energy requirements at manufacturing locations, aligning with
our commitment to renewable energy and carbon reduction.

Sustainability continues to be a core pillar of our strategy.
We are enhancing our ESG performance through targeted
initiatives focused on energy efficiency, water stewardship,
plastic neutrality, and responsible sourcing. To further elevate
our operational efficiency and decision-making capabilities,
we are rolling out SAP S/4HANA across the enterprise,
which will provide robust digital infrastructure and real-time
insights to support our next phase of growth. Looking beyond

borders, the Company is also scaling its international footprint
through focused export initiatives across key global markets,
particularly in the Middle East, Africa, and Southeast Asia,
with an emphasis on natural, Ayurveda-based products. With
these initiatives underway, Patanjali Foods is well-positioned
to deliver sustainable, responsible, and profitable growth in
the years to come.

Transfer to Reserves

During the year under review, no amount is proposed to be
transferred to reserves. For complete details on movement in
reserves and surplus during the financial year ended March
31, 2025, please refer to the Statement of Changes in Equity
included in the financial statements.

Dividend

The Board of Directors, at its meeting held on October 24,
2024, declared Interim Dividend of H 8/- (Rupees Eight only)
per equity share, being 400% of face value of H 2/- (Rupee
Two only) each fully paid-up, for financial year ended March
31, 2025.

Further the Board of Directors, at its meeting held on May
15, 2025, has recommended Final Dividend of H 2/- (Rupee
Two only) per equity share, being 100% of face value of
H 2/- (Rupee Two only) each fully paid-up, for financial year
ended March 31,2025, subject to approval of members at the
ensuing Annual General Meeting (AGM) of the Company. The
final dividend, as recommended by the Board, if approved
at the ensuing AGM, will be paid to those Members whose
names appear in the register of members / list of beneficial
owners as on the record date, as specified in the Notice
of AGM.

In view of the changes made under the Income Tax Act, 1961,
by the Finance Act, 2020, dividend paid or distributed by the
Company shall be taxable in the hands of the shareholders.
Your Company has, accordingly, made payment of the
dividend after deduction of tax at source.

The dividend recommended/paid is in accordance with the
parameters and criteria as set out in the Dividend Distribution
Policy which has been approved by the Board of Directors of
the Company. The Dividend Distribution Policy is available
at the web link https://www.patanjalifoods.com/wp-content/
uploads/2024/11/Dividend-Distribution-Policy-15-05-25.pdf
in terms of Regulation 43A of the Listing Regulations.

Further, Members are requested to note that, dividends if not
encashed for a consecutive period of seven (7) years from
the date of transfer to Unpaid/Unclaimed Dividend Account
of the Company, are liable to be transferred to the Investor
Education and Protection Fund (“ I EPF”) authority. The shares
in respect of such unpaid/unclaimed dividends are also liable
to be transferred to the demat account of the IEPF Authority. In
view of this, Members are requested to claim their dividends
from the Company, within the stipulated timeline.

Shareholders/claimants whose shares or unclaimed dividend,
have been transferred to the IEPF may claim those dividends
and shares from the IEPF Authority by complying with
prescribed procedure and filing the e-Form IEPF-5 online
with MCA portal.

Deposits

During the year under review, your Company has not accepted
/ renewed any deposits within the meaning of Sections 73 to
76A of the Companies Act, 2013 (“the Act”) read with the
Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees or Investments

The Particulars of loans, guarantees or investments pursuant
to section 186 of the Companies Act, 2013 are provided in
the notes to the financial statements.

Subsidiaries, Joint Ventures and Associate Companies

During the year under review, your Company has complied
with the provisions of sections 129, 134 and 136 of the Act
read with Companies (Accounts) Rules, 2014 and Regulation
33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) for preparation of
consolidated financial statements. Also a separate statement
containing the salient features of the financial statement of
subsidiaries, joint ventures and associates in Form AOC-1 is
attached with this Integrated Annual Report.

Subsidiaries

During the year under review, the Company has two wholly
owned subsidiary (“WOS”) companies namely:

a. Contemporary Agro Private Limited
(CIN:U46209UP2024PTC201221)

b. Rishikrishi Farming Private Limited
(CIN:U46209UP2024PTC201232)

Associate

GHI Energy Private Limited (“GHI”) was an associate of the
Company with the Company holding 49% of the paid-up
equity share capital of GHI. However, GHI issued further
equity shares on May 13, 2019 without consent of the
Company as a result of which Company's equity shareholding
in GHI reduced to 19.34%. On persuasion by the Company,
GHI has filed a petition with Hon'ble National Company Law
Tribunal, Chennai Bench (“Hon'ble Tribunal”) for reduction
of capital under section 66 of the Act. Accordingly, pending
confirmation of the Hon'ble Tribunal of the aforesaid
reduction of share capital of GHI, the Company continues
to hold only 19.34% in GHI. Upon approval of the capital
reduction by the Hon'ble Tribunal and such capital reduction,
being effective, the paid-up share capital of GHI shall stand
reduced to the extent of the shares so extinguished and the
original shareholding of 49% by the Company in GHI shall
stand restored.

Joint Venture

Ruchi J-Oil Private Limited, a joint venture, is under voluntary
liquidation from August 21, 2018.

The investment of the Company in Indian Oil Ruchi Biofuels
LLP, a Joint Venture, has been impaired in the books of
accounts of the Company in the year 2018-19 as per the
provisions of applicable Ind-AS.

Change in Directors and Key Managerial Personnel
(“KMP”)

Directors

There was no change in the composition of Board of Directors
of the Company during the financial year under review.

As on March 31, 2025, following is the composition of the
Board of Directors of the Company:

However, after closure of financial year, the Board of Directors
based on recommendation of Nomination and Remuneration
Committee at their meeting held on August 14, 2025,
appointed Shri Durga Shanker Mishra (DIN: 02944212) as an
additional non-executive independent director, not liable to
retire by rotation for a term of three (3) consecutive years
with effect from August 14, 2025 to August 13, 2028 and Shri
Baghrai Majhi (DIN: 11125649) as an additional non-executive
nominee director of the Company, with effect from August
14, 2025, liable to retire by rotation, subject to approval of
members in the ensuing AGM.

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the
Company during the financial year under review.

As on March 31, 2025, your Company has following key
managerial personnel:

Statement on Declaration by Independent Directors

The Company has received necessary declaration from each
of the Independent Directors confirming that he/she meets
the criteria of independence as laid out in Section 149(6) of
the Act read with the schedules and rules made thereunder
and Regulation 16(1 )(b) of the Listing Regulations. In the
opinion of the Board, the Independent Directors fulfil the
conditions specified in the Listing Regulations and in the
Companies Act, 2013 and possess requisite qualifications,
experience and expertise (including the proficiency) and hold
highest standards of integrity.

Policy on Directors’ Appointment and Policy on
Remuneration

Pursuant to Section 134(3)(e) and Section 178(3) of the Act,
the Policy on appointment of Board members including
criteria for determining qualifications, positive attributes,
independence of a Director and the Policy on remuneration
of Directors, KMP and other employees is available at the
web link https://www.patanjalifoods.com/wp-content/
uploads/2024/11/Remuneration-and-Board-Diversity-
Policy.pdf.

Particulars of Employees and Related Disclosures

As prescribed under Section 197(12) of the Act and Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the details are given in
Annexure - I.

A statement containing particulars of employees as required
under Section 197(12) of the Act read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as a separate
annexure forming part of this Report. In terms of Section
136 of the Act, the Integrated Annual Report and financial
statements are being sent to the shareholders excluding
the aforesaid annexure. The said annexure is available for
inspection at the registered office of the Company during
business hours and will be made available to any shareholder
on request.

Number of Meetings of the Board

There were twelve (12) meetings of the Board of Directors
held during the financial year under review. For attendance
and other details, please refer to the Corporate Governance
Report which forms part of this Integrated Annual Report.

Performance Evaluation of the Board, its Committees
and Individual Directors

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted
in accordance with the provisions of the Act and the
Listing Regulations.

The Board evaluated its performance after seeking input from
all the directors on the basis of criteria such as the Board

composition and structure, effectiveness of board process,
information and functioning etc. The performance of the
Committees was evaluated by the Board after seeking input
from the committee members on the basis of criteria such as
the composition of committees, effectiveness of committee
meetings etc. The above criteria are as provided in the
Guidance Note on Board Evaluation issued by the Securities
and Exchange Board of India.

The manner in which the evaluation has been carried out has
also been explained in the Corporate Governance Report
attached as Annexure to this Integrated Annual Report.

The Company has put in place a policy containing, inter
alia, the criteria for performance evaluation of the Board, its
committees and individual Directors (including independent
directors).

Directors’ Responsibility Statement

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory and
secretarial auditors including internal financial controls,
financial reporting by the Statutory Auditors and the reviews
performed by the management and the relevant Board
Committee, the Board is of the opinion that the Company's
internal financial controls were adequate and effective during
financial year 2024-25.

Accordingly, as required under section 134(3)(c) read with
section 134(5) of the Act, the Board, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b. such accounting policies have been selected and
applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

c. the proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been
prepared on a going concern basis;

e. t he internal financial controls were in place and that
such internal financial controls were adequate and were
operating effectively; and

f. t he board has devised the proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

Auditors and their Reports
Statutory Auditor

Pursuant to the provisions of Section 139 of the Act and rules
made thereunder, M/s. Chaturvedi & Shah LLP, Chartered
Accountants (Firm Registration No.101720W/W100355) were
re-appointed as the Statutory Auditors of your Company at
36^th AGM held on September 29, 2022, for a further period
of five (5) consecutive years from conclusion of 36^th AGM
till the conclusion of the 41^st AGM of the Company on
such remuneration as may be recommended by the Audit
Committee and mutually agreed between the Board of
Directors and the Auditors plus out of pocket expenses as
may be incurred.

M/s. Chaturvedi & Shah LLP, Chartered Accountants, have
submitted their Report on the financial statements of the
Company for the financial year ended March 31, 2025,
which forms part of this Integrated Annual Report. There
are no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit
Report that may call for any explanation or comments from
the Board of Directors of your Company.

Furthermore, after the closure of the Financial Year 2024-25,
based on the recommendations of the Audit Committee, the
Board of Directors, at their meeting held on July 28, 2025,
approved the appointment of M/s. Walker Chandiok & Co. LLP,
Chartered Accountants (FRN: 001076N/N500013) as Joint
Statutory Auditor for a term of five (5) consecutive financial
years, commencing from FY 2025-26 up to FY 2029-30,
subject to approval of shareholders at the ensuing Annual
General Meeting of the Company. The Company has received
the necessary consent from M/s. Walker Chandiok & Co. LLP
to act as Joint Statutory Auditor of the Company along with
the certificate confirming that their appointment would be
within the applicable limits.

Cost Auditor

The cost audit for the FY 2024-25 was undertaken by
M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration
No. 000017). Their report does not contain any qualifications,
reservations or adverse remarks and do not call for any
further explanations.

Further, the Board of Directors on the recommendation of
Audit Committee has re-appointed M/s. K.G. Goyal & Co.,
Cost Accountants (Firm Registration No. 000017) as Cost
Auditor, to conduct audit of the cost accounting records of
the Company for the financial year ending on March 31, 2026.
As required under section 148 of the Companies Act, 2013, a
resolution regarding ratification of the remuneration payable
to M/s. K.G. Goyal & Co., Cost Accountants, forms part of the
Notice convening the 39^th AGM of the Company.

Pursuant to provisions of section 134 of the Act read with rule
8(5) of the Companies (Accounts) Rules, 2014, it is confirmed
that the Company has made and maintained the cost records
as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rule, 2014, CS Prashant Diwan, Practicing
Company Secretary (FCS: 1403, CP: 1979), was appointed
as Secretarial Auditor, to conduct the audit of secretarial
records of the Company for the financial year ended on
March 31, 2025. The Secretarial Audit Report submitted by
him in the prescribed Form MR-3 is annexed to this Report as
Annexure - II and forms part of this Integrated Annual Report.

Observation made by Secretarial Auditor in his Report

The Secretarial Auditor in his secretarial audit report marked
his observations in relation to the Code of Conduct pursuant
to SEBI (Prohibition of Insider Trading) Regulations, 2015 and
stated that “Cases were found that Immediate Relative of
designated persons have traded in securities of the Company
during the closure of trading window which were reported
to the BSE Limited and National Stock Exchange of India
Limited and Securities and Exchange Board of India (“SEBI”)
wherever required as envisaged under the relevant circulars
issued by SEBI.”

Explanation by the Board to the observations made
in the Secretarial Audit Report

The observation given by Secretarial Auditor is self¬
explanatory.

The Company has undertaken an Annual Secretarial
Compliance Audit for the financial year 2024-25 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The
Annual Secretarial Compliance Report for the financial year
ended March 31, 2025 has been submitted to the Stock
Exchanges and the said report may be accessed on the
Company's website at the link https://www.patanjalifoods.
com/wp-content/uploads/2025/06/3_Letter-to-SEs-
Secretarial-Compliance-Report-2025.pdf.

Pursuant to the provisions of Section 204 of the Act read with
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Listing
Regulations, the Board of Directors at its meeting held on
August 14, 2025, based on the recommendation of the Audit
Committee, appointed M/s. P. Diwan & Associates, Company
Secretaries (Firm Registration Number: P2015MH041400) as
Secretarial Auditor for a term of five (5) consecutive years
commencing from April 01, 2025 till March 31, 2030, subject
to the approval of the shareholders at the ensuing AGM of the
Company. The Company has received the necessary consent
from M/s. P. Diwan & Associates to act as the Secretarial
Auditor of the Company along with the certificate confirming
that his appointment would be within the applicable limits.

Internal Auditor

The Board appointed M/s GSA & Associates LLP, Chartered
Accountants, as the Internal Auditors of the Company for the
financial year 2024-25. The Audit Committee considers and

reviews the Internal Audit Report submitted by the Internal
Auditors on a quarterly basis.

Details in Respect of Frauds Reported by Auditors
other than those which are reportable to the Central
Government

The Statutory Auditor, Cost Auditor, Secretarial Auditor and
Internal Auditor of your Company have not reported any fraud
to the Audit Committee or to the Board of Directors under
Section 143(12) of the Act, including rules made thereunder.

Internal Financial Control System and their Adequacy

The internal control systems include documented policies,
checks and balances, guidelines and procedures, that
are supplemented by robust internal audit processes and
monitored continuously through periodical reviews by
management to provide reasonable assurance that all
assets are safeguarded and all transactions entered into by
Company are authorised, recorded and reported properly.

Internal control systems are integral to the Company's
corporate governance. The internal control systems and
procedures are designed to assist in the identification and
management of risks, the procedure-led verification of all
compliances as well as an enhanced control consciousness.

The Board/Management are of the opinion that the Company
has effective internal financial control systems and policies
and such controls are operating effectively. The management
is taking steps for further strengthening of internal
financial controls.

The Board/Management has reviewed the internal controls
framework of the Company with an objective to have a robust
internal control framework commensurate with the size, scale
and nature of business of the Company. The management
has initiated steps to implement the robust internal control
framework. This framework includes entity-level policies,
processes and Standard Operating Procedures (SOP).

The details relating to internal financial controls and their
adequacy are included in the Management Discussion
and Analysis Report, which forms part of this Integrated
Annual Report.

Change in Nature of Business

During the year under review, there has been no change in
the nature of the business of your Company.

Material Changes and Commitments Affecting the
Financial Position of the Company

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

Risk Management

The Board of your Company has formed a Risk Management
Committee to frame, implement and monitor the risk

management plan of the Company for identifying and
mitigating various risks. The Committee is responsible
for reviewing the risk management plan and ensuring its
effectiveness. The Company recognises that the emerging
and identified risks need to be managed and mitigated
to (a) protect its shareholders' and other stakeholders'
interest; (b) achieve its business objectives; and (c) enable
sustainable growth.

The details of various risks that are being faced by the
Company are provided in the Management Discussion
and Analysis Report, which forms part of this Integrated
Annual Report.

Details of Policy developed and implemented on
Corporate Social Responsibility

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended, your Company has formed ESG & CSR Committee
(“ECC”) to approve activities to be undertaken, expenditure
to be incurred and to monitor the performance of the
Corporate Social Responsibility (CSR) activities undertaken
by the Company.

The policy on CSR as approved by the Board of Directors
is also hosted on the website of the Company and can be
accessed from web link https://www.patanjalifoods.com/wp-
content/uploads/2024/10/CSR-Policy-1.pdf.

The CSR Project of the Company for the year 2024-25 has
been implemented by Patanjali Yogpeeth Trust registered
under section 12A and 80G of the Income Tax Act, 1961.
It is also registered with the Ministry of Corporate Affairs
(MCA) vide registration no. CSR00005364 for undertaking
CSR activities.

The following projects approved by the ESG & CSR Committee
and Board of Directors of the Company implemented by
Patanjali Yogpeeth Trust:

Project 1 - Construction of girls' hostel building
Project 2 - Expansion of Patanjali Ayurved Hospital
Project 3 - Construction of sports complex
Project 4 - Construction of tribal school building
Project 5 - Installation of MRI machine

These activities are in accordance with Schedule VII to
the Act.

The Board of Directors and the ESG & CSR Committee
review and monitor from time to time the CSR activities being
undertaken by the Company.

The annual report on CSR activities in accordance with the
Companies (Corporate Social Responsibility Policy) Rules,
2014 (as amended from time to time), is set out at Annexure - III,
which forms part of this Integrated Annual Report.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo

stipulated under section 134(3)(m) of the Act read with the
Companies (Accounts) Rules, 2014, is annexed as Annexure
- IV, which forms part of this Integrated Annual Report.

Share Capital

During the year under review, the Company has allotted
1,82,671 equity shares on March 13, 2025 and during current
year 3,28,790 equity shares were allotted on May 14, 2025
and 1,03,101 equity shares were allotted on August 14, 2025,
of face value of H 2/- (Rupee Two only) each, fully paid-up, to
the eligible employees of the Company pursuant to exercise
of Employee Stock Options (ESOPs) vested with them, in
accordance with the PFL Employee Stock Option Plan 2023
(“ESOP 2023”/“Plan”).

As on date of this report, the capital structure of the Company
is as follows:

The paid-up equity share capital of your Company is
H 7,252.19 lakhs divided into 36,26,09,415 equity shares of
H 2/- (Rupee Two only) each fully paid-up.

Annual Return of the Company

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on the financial year ended March
31,2025 is placed on the Company's website at https://www.
patanjalifoods.com/annual-return.

Secretarial Standards

Your Company has followed Secretarial Standards as issued
by the Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs (MCA).

Corporate Governance and Management Discussion
& Analysis Report

Your Company is committed to maintain the highest standards
of Corporate Governance and adheres to the Corporate
Governance requirements as set out by the Securities and
Exchange Board of India (“SEBI”). Your Company has also
implemented several best governance practices.

Separate reports on Corporate Governance Compliance
and Management Discussion and Analysis as stipulated
under Regulation 34 read with Schedule V of the Listing
Regulations forms part of this Integrated Annual Report along
with the requisite certificate issued by Secretarial Auditors
of your Company regarding compliance of the conditions of
Corporate Governance.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report (BRSR)
for the year ended March 31, 2025 as stipulated under
Regulation 34 of the Listing Regulations is annexed and
forms part of this Integrated Annual Report.

Employee Stock Option Plan (ESOP)

With a view to attract, retain, motivate and reward key
employees of the Company for their performance and to
motivate them to contribute to the growth and profitability
of the Company, the Company has granted stock options to
eligible employees under the PFL Employee Stock Option
Plan 2023 (“ESOP 2023”/”Plan”).

There is no material change in the ESOP Scheme during
the financial year under review. The Employee Stock Option
Plan is in compliance with the Act and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and
the disclosures relating to the Employee Stock Option Plan
as required under the abovementioned SEBI Regulations
are available on the Company's website at https://www.
patanjalifoods.com/wp-content/uploads/2025/02/PFL-
Employee-Stock-Option-Plan-2023.pdf. The certificate of
Secretarial Auditor confirming compliance of the ESOP 2023
with the Act and abovementioned SEBI Regulations is given
in Annexure-V to this Integrated Annual Report.

Particulars of Contracts or Arrangements with Related
Parties

In line with the requirements of the Act and the Listing
Regulations, the Company has formulated a Policy on
Materiality of Related Party Transactions and on dealing
with Related Party Transactions. The updated policy can
be accessed on the Company's website at https://www.
patanjalifoods.com/wp-content/uploads/2024/11/Policy-on-
Materiality-of-RPTs-16-06-25.pdf.

During the year under review, all related party transactions
entered into by the Company were approved by the Audit
Committee and were at arm's length and in the ordinary
course of business. Prior omnibus approval is obtained for
related party transactions which are of repetitive nature and
entered in the ordinary course of business and on an arm's
length basis.

During the year under review, your company has acquired
non-food business undertaking i.e. hair care, skin care, dental
care and home care carried out by Patanjali Ayurved Limited
(PAL), a related party, through a slump sale arrangement on
a going concern basis for a consideration of H 1,100 crores
(Rupees One Thousand One Hundred Crores Only) and
also entered into License Agreement with PAL for use of its
licensed Intellectual Properties. The amount of consideration
for the grant of license agreed upon under the License
Agreement is 3% (three percent) of the ‘Actual Gross Sales
Value' of the products subject to minimum yearly payment of
H 83 Crores (Rupees Eighty-Three Crores only).

As specified above, there were no other contracts or
arrangements with related parties that could be considered
material in accordance with the Company's Policy on
Materiality of Related Party Transactions. The disclosure of

related party transactions, as required under Section 134(3)(h)
of the Act, in Form AOC-2, is attached to this Integrated
Annual Report.

Details of related party transactions entered into by the
Company in terms of Ind AS-24 have been disclosed in Note
No. 35 of the standalone financial statements forming part of
this Integrated Annual Report.

Committees of the Board

The Committees of the Board focus on certain specific areas
and make informed decisions in line with the delegated
authority. The following Committees constituted by the
Board function according to their respective roles and
defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- ESG & CSR Committee

- Stakeholders Relationship Committee

- Risk Management Committee.

Details of composition, terms of reference and number of
meetings held for respective committees are given in the
Corporate Governance section, which forms a part of this
Integrated Annual Report. Further, during the year under
review, all recommendations made by the various committees
have been accepted by the Board.

Vigil Mechanism/Whistle Blower Policy

Your Company has adopted a Vigil Mechanism/Whistle Blower
Policy in terms of the provisions of the Act and the Listing
Regulations, to provide a formal mechanism to the Directors
and employees of the Company to report their genuine
concerns and grievances about unethical behaviour, actual
or suspected fraud or violation of the Company's Code of
Conduct or Ethics. The policy provides adequate safeguards
against victimisation of Directors and employees who avail
such mechanism and also provides for direct access to the
Vigilance Officer and the Chairman of Audit Committee.

The Audit Committee of the Board is entrusted with the
responsibility to oversee the vigil mechanism. During the year,
no personnel were denied access to the Audit Committee.
The Vigil Mechanism/ Whistle Blower Policy is available on
the website of the Company at https://www.patanjalifoods.
com/wp-content/uploads/2024/11/Whistle-Blower-Policy.pdf.

Disclosure Under Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act,
2013

The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace
in line with the provisions of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules made thereunder. The aim of the policy
is to provide protection to employees at the workplace 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. All employees (permanent, contractual, temporary
and trainees) are covered under the said policy.

Your company has complied with provisions relating to the
constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to redress complaints
received, if any, on sexual harassment.

The following is the summary of complaints received and
disposed off relating to sexual harassment and matters
connected or incidental thereto during the FY 2024-25:

Application/Proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (“IBC”)

During the year under review, no application was made
under IBC by or against your Company and no proceeding is
pending under IBC by or against the Company.

Disclosure on One Time Settlement

During the year under review, the Company has not entered
into any one-time settlement with the banks or financial
institutions who have extended loan or credit facilities to
the company.

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 significant and material orders passed by any
regulator, court, tribunal impacting the going concern status
of the Company and its operations in future.

Statement with respect to the compliance to the
provisions relating to the Maternity Benefits Act, 1961.

The Company had complied with the provisions of the
Maternity Benefits Act, 1961.

General

Your Directors state that no disclosure or reporting is required
in respect of the following items as there were no transactions
or events on these items during the year under review:

a. Receipt of any remuneration or commission from any of
its subsidiary companies by the Managing Director or
Whole-time Director of the Company.

b. During the year under review, the Company has not
bought back any of its securities / not issued any
sweat equity shares / not issued any equity shares with
differential rights.

c. There was no revision of the previous year's financial
statements during the financial year under review.

Acknowledgement

The Directors take this opportunity to thank its investors,
shareholders, bankers, distributors, key partners, and other
service providers for their continued support. The Directors
would like to convey their gratitude to Central Government,
State Governments and Company's Bankers for the
assistance, co-operation and encouragement they extended
to the Company and look forward to their continued support.

The Directors acknowledge the valuable assistance, support
and guidance given by the Securities and Exchange Board
of India, Reserve Bank of India, Ministry of Corporate Affairs,
Registrar of Companies, Stock Exchanges and Depositories.

The Directors wish to place on record their appreciation to
employees at all levels for their dedication and commitment.

For and on behalf of the Board of Directors of
Patanjali Foods Limited

Acharya Balkrishna

Place : Haridwar Chairman

Date : August 14, 2025 DIN:01778007