The Directors are pleasured to present the 2^nd Annual Report of the Company together with Audited Accounts for the year ended 31^st March, 2023.

1. Financial Summary or Highlights

The highlights of the financial performance of the Company for the financial year ended 31^st March, 2023 as compared to the previous financial year are as under: -

Comparative figures for the period 11.02.2022 to 31.03.2022 as reflected in the Statement of Profit & Loss Account do not include the figures of erstwhile Partnership Firm M/s. Annapurna Agro Industries which was converted into Private Limited Company with effect from February 11, 2022. Consequently, the comparative figures are not comparable with the figures for the year ended March 31,2023 to this extent.

2. The amount proposed to be carried to reserves

We do not propose to transfer any amount to general reserve.

3. Dividend

The Company is in the growth phase and expanding organically as well as inorganically. Thus, to fund the expansion projects, acquisition and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended March 31, 2023.

4. State of Company Affairs & Future Outlook

Your Directors are pleased to share the incomparable operational and financial performance achieved by the Company even during this turbulent times of inflation, growth slowdown, aggressive interest rate hikes and other geopolitical factors and its consequent effect on economies of worldwide.

As Company is in the growth phase, we are putting our best efforts to expand organically as well as inorganically and extend out geographical reach.

It is expected that the Company will achieve sound operation and financial performance in FY 2023-24. We aspire to be the best and to protect the interest of our customers, society and all the stakeholders.

5. Change in name and status of the Company

The Company was originally formed as a Partnership Firm in the name and style of"M/s Annapurna Agro Industries" through partnership deed dated November 27, 2015. Subsequently the constitution of partnership firm was changed vide supplementary Partnership Deed dated May 15, 2016, dated April 01,2018, dated April 01,2019 and dated December 01, 2020. Further, the Partnership Firm was converted into Private Limited Company "Annapurna Swadisht Private Limited"on February 11,2022, under Part I (Chapter XXI) of the Companies Act, 2013 vide certificate of incorporation issued by Registrar of Companies, Central Registration Centre. Subsequently, the Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on June 28, 2022 and consequently, the name of our Company was changed to "Annapurna Swadisht Limited" and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Kolkata dated July 8, 2022. The Corporate Identification Number of our Company is L15133WB2022PLC251553.

6. Initial Public Issue

The Company has successfully completed the Initial Public Offer (IPO). In the IPO, 43,22,000 Equity Shares of C10/-each was offered by the Company for subscription at an issue price of C70/- per shares aggregating to C3,025.40 Lakhs which was oversubscribed by 194 times. The issue was opened for subscription on September 15, 2022 and closed on September 19, 2022. The Board has allotted 43,22,000 Equity Shares of C70/- each to the successful applicant on September 23, 2022. The equity shares of the Annapurna Swadisht Limited got listed on September 27, 2022 on the NSE EMERGE.

As on March, 31, 2023 the Authorised Share Capital of the Company is C1,800 Lakhs divided into 1,80,00,000 Equity Shares of C10/- each. The Paid up Share Capital of

the Company is C1,642.20 Lakhs divided into 1,64,22,000 Equity Shares of C10/- each.

7. Utilisation of Funds Raised through IPO

During the year under review, the Company has come up with Initial Public offer of 43,22,000 Equity Shares for cash at a price of C70/- per Equity Shares (including a premium of C60/- per Equity Shares), aggregating to C3,025.40 Lakhs. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 20^th September, 2022.

8. Dematerialisation of Shares:

During the year under review, the Company has entered into tripartite agreements for dematerialization of equity shares with the Skyline Financial Service Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited. As on March 31,2023, the share of the Company held in demat form represents 98.36% of the total issued and paid-up capital of the Company.

The Company ISIN No. is INE0MGM01017. M/s. Skyline Financial Service Private Limited is the Registrar and Share Transfer Agent of the Company.

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

No Material Changes and commitments affecting the financial position of the Company, have occurred between the end of the financial year of the company to which the financial statements relate and the date of this Directors' Report.

10. Alteration of Memorandum and Articles of Association

The Authorised Share capital of the Company has been increased and consequently it's the capital clauses of the Memorandum of Association were amended by the shareholders vide ordinary resolutions as under:

Further, new set of Articles of Association pursuant to the Act primarily based on the Form of table F of Schedule I under the Act, adopted as new set of Articles of Association in place of Articles of Association of the Company vide shareholders resolution dated June 28, 2022.

11. Number of Meetings of the Board

The Board of Directors of the Company regularly meets to discuss various business policies, strategies, important operational & financials matters, expansions and acquisitions. The Board meetings were convened, as and when required to discuss and decide on various.

During the year under review, the Board of Directors of the Company duly met 36 (Thirty-Six) times respectively on

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI Listing Regulations.

12. Meeting of the independent directors

During FY 2022-23, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 23, 2023. At such meeting, the Independent Directors have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

13. Directors & Key Managerial Personal

The following are the changes in the Board of Directors of the Company during the year under review:

Mr. Ravi Sarda is the CFO and Mr. Shakeel Ahmed is the Company Secretary of the Company during the years under review.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Shreeram Bagla (DIN: 01895499), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered himself for reappointment. Necessary resolution for his re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend his re-appointment for your approval. A brief profile of Mr. Shreeram Bagla (DIN: 01895499), will be given in the Notice convening the forthcoming AGM for reference of the shareholders.

14. Statement of Declaration of Independence by the Independent Directors under Section 149(7) of the Act.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

Accordingly, the Company has taken on record, the Statement of Declaration of Independence, as submitted by all the Independent Directors.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder.

15. Committees of the Boarda. Audit Committee

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (listing obligations and disclosure requirements) regulations, 2015. The composition of the Audit Committee is enumerated hereunder:

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. During the Financial Year under review, the Committee met 2 (Two) times, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

b. Nomination and Remuneration Committee.

The Nomination and remuneration Committee was constituted pursuant to Section 178 of the Companies Act, 2013 and as per Regulation 19 of SEBI (listing obligations and disclosure requirements) regulations, 2015. The composition of the Nomination and Remuneration Committee is enumerated hereunder:

During the Financial Year under review, the Committee met 1 (One) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

c. Stakeholders Relationship Committee.

The Stakeholders Relationship Committee was constituted pursuant to Section 178 of the Companies Act, 2013 and as per Regulation 19 of SEBI (listing obligations and disclosure requirements) regulations, 2015. The

composition of the Stakeholders Relationship Committee is enumerated hereunder:

During the Financial Year under review, the Committee met on 1 (One) time, and the meeting was held in accordance with the provisions of the Act and rules made thereunder.

16. Policy on Directors' appointment and remuneration

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at https://www.annapurnasnacks.in/investors/policy-list.

17. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Board's Committees was undertaken.

The following evaluation process were followed:

a. Evaluation Criteria

This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

b. Performance Evaluation of the individual directors including Independent Directors

The Chairman of the Nomination and Remuneration Committee conducted the evaluation process, inter alia, based on attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors. The performance of each directors were satisfactory.

c. Board of Directors

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.

A separate meeting of the Independent Directors of the Company was held on 23^rd March, 2023, pursuant to Clause VII of Schedule IV to the Act, To

1. Review the performance of the non-independent directors and the Board as a whole.

2. Review the performance of the Chairman of the Company, taking into account the views of the executive directors and non-executive directors.

The Independent Directors expressed satisfaction over the performance of all the non-independent Directors and the Chairman.

e. Performance Evaluation of the Committee

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

18. Directors' Responsibility Statement

Pursuant to the provisions of Section 134 (3) (c) read with section 134 (5) of the Companies Act, 2013 (hereinafter referred to as the "Act"), the Directors hereby confirm and state that:

a. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with the proper explanation relating to material departures, if any.

b. The Directors have selected such accounting policies and have 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 as on the Financial Year ended on 31^st March, 2023 and of the Profit of the company for the year under review.

c. The Directors have 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 have prepared the annual accounts on a going concern basis.

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

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Management Discussion and Analysis :

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-4.

19. Statutory Auditors

The Company's Statutory Auditors M/s. A M R K & Co, Chartered Accounts (FRN 327630E), has resigned from the office of Statutory Auditors of the Company on January 25, 2023, resulting into a casual vacancy in the office of Auditors.

Thereafter, M/s. Agarwal Khetan & Co., Chartered Accountants (Firm Registration No. 327630E) was appointed as the Statutory Auditors of the Company to fill such casual vacancy on April 10, 2023 at the Extra Ordinary General Meeting, conducted through postal ballot, who will hold the office till the conclusion of ensuing Annual General Meeting.

M/s. Agarwal Khetan & Co., Chartered Accountants, are eligible to be re-appointed for a term of 5 (five) years, in terms of provisions of Sections 139 and 141 of the Act, read with the Rules made thereunder.

Accordingly, the Board of Directors of the Company at their meeting held on May 29, 2023 on the basis the recommendation of the Audit Committee and subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the appointment of M/s. Agarwal Khetan & Co., Chartered Accountants, (Firm Registration No. 327630E), as the Statutory Auditors, for a period of 5 (five) years i.e. from the conclusion of the ensuing 2^nd Annual General Meeting till the conclusion of 7^th Annual General Meeting.

20. Independent Auditors' Report

The Statutory Auditors' Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors' Report are self-explanatory and, therefore, do not call for any further comments.

21. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Md. Shahnawaz (Membership No. 21427 CP No. 15076), Practicing Com pany Secreta ry, to carry out the Secretarial Audit of the Company for the FY2022-23. The Secretarial Audit Report submitted by him, for FY 2022-23 is annexed herewith marked as "Annexure 1 to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

22. Extract Of Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2022 is available on the Company's website at https://www.annapurnasnacks.in/investors/ annual-reports

23. Particulars of Loans, guarantees or investments under section 186

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the notes to account to the financial statements for the financial year 2022-23.

24. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form

The Company has entered into related party transaction in ordinary course of business and at arm's length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2023, is not applicable.

25. Corporate Governance

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

However, the Company is not obligated to comply with provisions of Corporate Governance as per regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

26. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings And Outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is annexed herewith as Annexure - 2 and the same forms part of this report.

27. Risk Management Policy

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk , which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated.

28. Change in the nature business:

There has been no change in the nature of business of the Company in the Financial Year under review.

29. Disclosure under insolvency and bankruptcy code, 2016 (31 of 2016)

During the year under review, neither any application was made nor any proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016

30. Policy on Corporate Social Responsibility (CSR) Initiatives

The provisions of the Companies Act, 2013, have become applicable to your Company w.e.f. April 1, 2023 as the based on the criteria of net profit as stipulated under Section 135 of the Companies Act, 2013 and Rules framed thereunder.

Accordingly, the Board of Directors on May 29, 2023 has constituted a CSR Committee and has adopted the CSR Policy in accordance with the Act read with Schedule VII which is also available on the website of the Company and the same can be access via. https:// www.annapurnasnacks.in/assets/frontend/pdf/policy/ CORPORATE%20SOCIAL%20RESPONSIBILITY%20 POLICY.pdf. The Company's CSR policy is focused on comprehensive development of the underserved societies in India. The company believes in giving back to the society what it has taken from the society by making contribution to the social needs.

During FY2022-23, no amount was required to be spent by the Company on CSR activities as provision of the Act were not applicable.

31. Whistle Blower Policy/ Vigil Mechanism

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a Vigil Mechanism/ Whistle Blower Policy with a view to provide a vigilance mechanism for the directors and employees of the Company to raise concern of any violations of legal or regulatory requirements, incorrectness or misinterpretation of any financial statements and reports etc. The purpose of this Policy is to encourage the Company's directors and employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment.

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employee who, based on the employee's reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation. The Whistle Blower Policy is displayed on the Company's website at http:// www.annapurnasnacks.in. No individual in the Company has been denied access to the Audit Committee or its Chairman during the FY 2022-23

There were no instances of reporting under the Whistle Blower.

32. Non-Applicability of the Indian Accounting Standards

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16^th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1^st April, 2017.As your Company is also listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

33. Maintenance of Cost Record

The provisions relating to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto 31^st March, 2023 and accordingly such accounts and records were not required to be maintained.

34. Prevention of insider trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India

(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company's website at www.annapurnasnacks.in

35. Significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company's future operations.

36. Details of reporting of fraud by Auditor

There are no instances of Fraud/ Suspected Fraud committed against the Company by the Officers or employees of the Company has been detected by the Auditor as required under Section 143 of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

37. Internal Financial Control.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

38. Deposits

During the year under review the Company has neither invited nor accepted any Public Deposit within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

39. Affirmation on Compliance of Secretarial Standards.

The Board hereby affirms that, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

40. Statement Pursuant to Section 197(12) Of the Companies Act, 2013 Read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate Annexure-3 forming part of this report.

41. Details of fraud reported by the Auditors

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees

to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

42. Details of difference between amount of the valuation

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, 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 are not applicable.

43. Compliance to the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013.

The Company is committed to the protection of women against sexual harassment. The rights to work with dignity are universally recognised human rights.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013.

In adherence to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 read with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Rules, 2013, the Company has constituted an Internal Complaints Committee to look into the matters relating to sexual harassment at workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, no complaints in the nature of sexual harassment were reported at workplace of the Company.

During the Financial Year under review, the Company has carried out one number of workshops or awareness programme against sexual harassment.

44. General

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

review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

45. Acknowledgement

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various State Government departments, Banks and stakeholders, including, but not limited to, shareholders, customers and suppliers, among others. We place on record, our appreciation of the contribution made by our employees at all levels.

The Directors take this opportunity to place on record their deep sense of appreciation for the total commitment, dedication and hard work put in by the employees of the Company. Lastly, your directors are deeply grateful for the continuous confidence and faith shown by the members of the Company.