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Tanvi Foods (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors take pleasure in presenting the 18th Annual Report on the business and operations of Tanvi Foods (India) Limited (âCompanyâ) together with the audited financial statements along with the report of the Auditors for the financial year ended March 31,2025.

FINANCIAL SUMMARY:

The following are the financial highlights of the Company:				(Rs. in lakhs)
	STANDALONE		CONSOLIDATED
Particulars	For the FY ended 31.03.2025	For the FY ended 31.03.2024	For the FY ended 31.03.2025	For the FY ended 31.03.2024
Revenue from Operations	8,469.74	8,129.89	8,536.09	8,215.08
Other Income	12.38	10.58	13.46	10.74
Total Revenue	8,482.12	8,140.47	8,549.54	8,225.81
Total Expenses	8,451.44	8,089.75	8,519.29	8,172.45
Exceptional Items	-	-	-	-
Prior period items	-	-	-	-
Profit before tax	30.68	50.72	30.25	53.36
Tax Expenses	-5.87	12.85	-5.87	-8.42
Profit after tax	36.55	37.87	36.12	44.94
EPS	0.28	0.33	0.28	0.35

REVIEW OF PERFORMANCE & COMPANY''S STATE OF AFFAIRS:

AT STANDALONE LEVEL

Our revenue from operations on standalone basis increased from Rs. 8,129.89 Lakhs in the previous year to Rs. 8,469.74 Lakhs in the current year. Your Company has posted yet another good year of performance and managed to remain profitable. Out of the total revenue approx. 77.77% has been generated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs. 8,451.44 as compared to Rs. 8,089.75 Lakhs in the preceding financial year.

Your Company earned a Net Profit of Rs. 36.55 Lakhs for the Financial Year ended March 31,2025 as compared to Rs. 37.87 lakhs in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended March 31,2025.

AT CONSOLIDATED LEVEL

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited, 100% stake in Squarepeg Distribution Services Private Limited, both being its Wholly Owned Subsidiaries (WOSs) and 55% stake in its subsidiary - Tanvi Foods USA Inc. The consolidated financial performance, presented herewith, comprises the overall financial performance of the Company and that of the said WOSs and subsidiaries mentioned above. Kindly refer consolidated financial statements, audit report and notes for complete details.

At consolidated level, revenue from operations stood at Rs. 8,536.09 lakhs and profit before tax stood at Rs. 30.25 lakhs. After providing for taxes, the PAT stood at Rs. 36.12 lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

the results of the Company along with that of its Subsidiaries. The Audited Consolidated Financial Statements together with the Independent Auditor''s Report thereon are annexed and form part of this Annual Report. Kindly also refer A1, A2, A3 and A4 of Notes forming part of consolidated financial statements for further details.

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as mentioned below:

i) Squarepeg Distribution Services Private Limited (Amount in Rs in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	-	-
Total Expenses	0.87	1.51
Profit before tax	0.18	(1.51)
Tax Expense	-	-5.81
Profit/Loss for the period	0.18	4.30
Polar Cube Cold Storage Solutions Private Limited	(Amount in Rs in Lakhs)
Particulars	2024-25	2023-24
Revenue from operations	66.34	85.19
Total Expenses	66.84	81.19
Profit before tax	-0.46	4.16
Tax Expense	-	1.39
Profit/Loss for the period	0.46	2.77
There were no revenue transactions in Tanvi Foods USA Inc., as at 31.03.2025. Kindly refer the Consolidated Audit Report, Consolidated financial statements and notes for further details.

OUTLOOK

The Company has commenced operations on April 04, 2024 from its much awaited new state of art manufacturing plant at Seetharampuram, Krishna District, Andhra Pradesh which is around 20Kms from the Vijayawada International Airport.

This state of art unit has been constructed in line with international standards in order to maintain the highest standards of food quality and human safety. This is the largest unit in India which is manufacturing samosas, fresh and frozen agri products, snacks and other products using cutting-edge technology and equipments. The unit has also been installed with a unique blast freezing technology, one of its kind in India, which helps in improving the quality of the products without using any kind of preservatives and increases their shelf life.

The total value of the project is Rs. 45 Cr approx. which has been funded through internal accruals, capital infusion through equity shares and debt. This unit has allowed the Company to increase its SKUs in the market and has now enabled the Company to fully cater the ever rising demand of Company''s Samosas (Veg, Corn. Irani etc.,), fresh and frozen agri products (Corn, Green Peas etc.,), snacks (spring rolls and other types of rolls) and all other products (Dal, curries etc.,), both in India and in the overseas market.

The Company has obtained central FSSAI License for the said unit, Further, the Company has also obtained USFDA Certification for the facility at Seetharampuram valid upto 31.12.2026. The unit is designed in line with of BRC (British Retail Consortium) norms which are the strictest and best standards with 302 clauses which includes food safety plans, FSMS (Food safety management systems), product controls, process controls, personal Hygiene & safety for food and human safety would give us scope to export our products easily.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR

No material changes and no material commitments have occurred after the close of the financial year ended March 31,2025 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the financial year ended March 31,2025.

DIVIDEND

Your Board of Directors has not recommended any dividend for the financial year ended March 31,2025.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the period under review, the following changes took place in the authorized and paid up share capital of the Company:

1. The authorized share capital of the Company was increased from Rs. 12,50,00,000/- consisting of 1,25,00,000 equity shares of Rs. 10/- each to Rs. Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) consisting of 1,50,00,000 (One Crore Fifty Lakh) equity

shares of Rs. 10/- (Rupees Ten Only) each vide approval of the shareholders in their extra ordinary general meeting held on

14.12.2024.

2. The paid capital of the Company was increased to Rs. 12,82,87,750/- divided into 12,82,8,775 equity shares of Rs. 10/- by means of:

a) The Board of the Company in its meeting held on 08.08.2024 made preferential allotment of 3,00,000 equity shares of Rs 10/- upon conversion of equivalent number of equity share warrants allotted at an issue price of Rs. 48/- upon receipt of conversion notice and the balance 75% of the consideration (i.e., balance of Rs. 36/- of the total issue price of Rs. 48/-) from equity warrant holder holding 3,00,000 equity share warrants. The said allotment was approved by the Board in their meeting held on 08.08.2024 and in accordance with shareholders'' approval dated 14.06.2023

b) The Board of the Company in its meeting held on 25.12.2024 made Preferential Allotment of 3,55,000 equity shares to non-promoters on preferential basis at an issue price of Rs. 90/- and Preferential allotment of 5,95,000 equity share warrants to non - promoters at an issue price of Rs. 90/- upon receipt of 25% of the total consideration (i.e, Rs. 22.5/- per warrant out of the total issue price of Rs. 90/- per share. The said allotments were pursuant to the approval of the shareholders in their EGM held on 14.12.2024

c) The Board of the Company in its meeting held on 31.12.2024 made Preferential Allotment of 6,89,000 equity shares to non-promoters on preferential basis at an issue price of Rs. 90/- and Preferential allotment of4,53,225 equity share warrants to Promoter and non - promoters at an issue price of Rs. 90/- upon receipt of 25% of the total consideration (i.e, Rs. 22.5/- per warrant out of the total issue price of Rs. 90/- per share. The said allotments were pursuant to the approval of the shareholders in their EGM held on 14.12.2024.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

During the period under review, the Company had raised a total of Rs. 35,84,09,063/- by means of preferential issue of equity shares (details of which are mentioned above) towards completing the state of art facility/plant near Vijayawada, to meet working capital requirement, repayment of unsecured loans and for other General Corporate Purposes which has been disclosed in the explanatory statement of the EGM Notice for meeting on 14.06.2023 and 14.12.2024. As at 31.03.2025, the Company had utilized Rs. 35,79,13,998/- out of the total proceeds. The Board hereby confirms that the said funds raised have been utilized only for the purposes for which it was raised and as mentioned in the explanatory statement of the EGM Notice for meeting held on 14.06.2023 and

14.12.2024.

TANVI FOODS EMPLOYEE STOCK PURCHASE SCHEME - 2023

The Board of Directors in their meeting held on December 06, 2023 subject to Shareholders and Regulatory approvals, approved the following:

1. Issuance and allotment of upto 5,00,000 Equity Shares of face value of Rs.10/- each in one or more tranches to eligible employees of the Company under the scheme,

2. Issuance and allotment of equity shares under the scheme to the eligible employees of group company(ies) including subsidiary company(ies) and/or associate company(ies),

3. Issuing equity shares to identified/eligible employees under the scheme equalling to or more than 1 % of the issued capital of the Company.

The objects of the issue, apart from raising of long-term resources was :

1. To recognize and reward the contributions made by the employees of the Company and to align the interests of the employees with the long-term interests of the Company; and

2. To enhance the sense of belongingness and ownership among the employees.

The said scheme was approved by the shareholders by way of a special resolution in the 16th AGM held on 30.12.2023. The Company has also received In-principle approval dated 08.02.2024 from BSE ltd. for the said scheme. The Company has not issued/allotted any equity shares under the said scheme during the year under review and as on the date of this report.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

Your company has two wholly owned subsidiaries in India and one subsidiary in USA.

â¢ Polar Cube Cold Storage Solutions Private Limited (Wholly Owned Subsidiary) - involved in the business of cold storage, warehousing, refrigerated store keepers etc.

â¢ Squarepeg Distribution Services Private Limited (Wholly Owned Subsidiary) - provides cargo services. Subsequent to the end of financial year, the Company disinvested 100% quity stake/ investment held from the said wholly owned subsidiary (WOS).

â¢ Tanvi Foods USA Inc., (55% subsidiary) - In the business of sale of Frozen Products supplied by the Parent Company. During the year under review, the said entity was incorporated as a 55% subsidiary in Delaware, United States on 27.11.2024.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Subsidiaries in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This statement also provides the details of performance, financial position of each of the subsidiaries and their contribution to the overall performance of the company during the period under report.

Further, your Company undertakes that the Annual Accounts of the Subsidiary Companies and the related detailed information will be made available to its shareholders and to the shareholders of its Subsidiary Companies seeking such information at any point of time. Further, the Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by any shareholder at its registered office and that of the concerned Subsidiary Companies during the office hours. Refer the Standalone and Consolidated Audit Reports, Financial Statements, Notes to Financial Statements and other details in the Annual Report for further details/information and disclosures w.r.t to subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each subsidiary, are available on our website www.tanvifoods.com.

The company has no joint ventures or associate companies till date.

TRANSACTIONS WITH RELATED PARTIES

During the financial year under review, transactions conducted by the Company with its Related Parties were at an arm''s length basis and in the ordinary course of business. These were entered considering the business requirements, administrative convenience and in the best interest of the Companies. There are no material related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party, which may have a potential conflict with the interest of the Company at large.

As a matter of Company''s Policy, all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

The details of related party transactions including that with the Promoters which were entered into during the previous year''s/ current year are provided in the Note No. 30 forming part of the notes to financial statements.

There were no transactions with the subsidiary companies w.r.t investments, loans and advances during the year. Other related party transactions with the subsidiary companies are disclosed in Note 30 of the Financial Statements. The Company has entered into certain transactions with persons belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity. Details of the same along with details of all the related party transactions are disclosed in Note 30 of the Financial statements.

POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the web link is âhttp://www.tanvifoods.com/investorrelation.html.

DIRECTORS AND KEY MANAGERIAL PERSONS

During the period under review, following changes took place in the offices of Directors/ KMPs:

S. No	Name	Change
1.	Ms. Vasavi Adusumilli (DIN 02589803)	Retired by rotation and being eligible offered herself for re-appointment in the 17th AGM. The same was approved by the shareholders in the 17th AGM.
		Further appointed as CFO of the Company w.e.f 22.10.2024
2.	Ms. Kesara Charita (DIN: 07595056)	Re-appointment as Whole Time Director of the Company for another term of 3 years w.e.f 14.02.2025 subject to necessary compliances and approval of the shareholders in the 18th AGM
3.	Mr. Gangachari Ryali	Resignation as Chief Financial Officer (CFO) of the Company with effect from the closing hours of 23.07.2024

Except as stated above, there were no other changes in the composition of Board of Directors of the Company during the year under review. There were no changes in the KMPs of the Company during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received respective declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) & the other applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

online proficiency test and that they shall complete the same within the prescribed timeline under the provisions of the Companies Act, 2013 upon payment of necessary fees

Independent Directors of your company has duly met during the year to discuss the Performance of the Non-Independent Directors. All independent directors were present during the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

ii. The Directors have 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 profits of the company for the period;

iii. 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;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. 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.

MEETINGS OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

During the year under review 9 (Nine) board meetings were held 30.05.2024, 24.07.2024, 08.08.2024, 06.09.2024, 22.10.2024,

14.11.2024, 25.12.2024, 31.12.2024 and 13.02.2025 respectively.

During the year under review, the Audit Committee met 5 (Five) times on 30.05.2024, 24.07.2024, 08.08.2024, 22.10.2024 and

14.11.2024, the Nomination and Remuneration committee met 3 (three) times on 08.08.2024, 22.10.2024 and 13.02.2025, the stakeholders committee met 2 (two) times on 06.09.2024 and 14.11.2024. The Board and the Committee meetings were held in compliance with the applicable provisions of the Companies Act and SEBI Regulations.

1 (One) extra ordinary general meeting of members was held on 14.12.2024.

The 17th AGM of the Company was held on 30.09.2024

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the constituted committees, as on date are as detailed hereunder:

Audit Committee

Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari	Chairman
(Independent Director)
Ms. Vijaya Lakshmi Marella	Member
(Independent Director)
Mr. Sri Nagaveer Adusumilli	Member
(Executive Director)

The Board has accepted all the recommendations of the Audit Committee. The Committee is formed and functions in accordance with the provisions of the Companies Act and SEBI LODR regulations as applicable

Nomination and Remuneration Committee

Composition, names of members and Chairperson

Name	Category
Ms. Vijaya Lakshmi Marella (Independent Director)	Chairman
Ms. Jonnada Vaghira Kumari (Independent Director)	Member
Mr. Sai Sumith Balusu (Independent Director)	Member
Stakeholders Relationship Committee
Composition, names of members and Chairperson
Name	Category
Ms. Jonnada Vaghira Kumari (Independent Director)	Chairman
Mr. Sai Sumith Balusu (Independent Director)	Member
Ms. Vasavi Adusumilli (Executive Director)	Member

All the Committee are formed and function in accordance with the applicable provisions of the Companies Act and SEBI (LODR) regulations.

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees.

During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and peer evaluation of directors. The exercise was led by the chairman of Nomination and Remuneration Committee Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance issues etc., as on outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well engaged with different perspectives.

Besides, your Company also surveys on the best practices prevalent in the Industry with respect to evaluation of the performance of the Board and its members. Your Company also avails services of professionals seeking their suggestions on the said matter. Based on the inputs received from the aforesaid sources and in accordance with the Policy of the Company, evaluation process is undertaken at appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board.

The Independent Directors reviewed the performance of Non-Independent Directors, the Board and the Chairperson of the Company. Further, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being evaluated. Standard parameters such as attendance, acquaintance with business, communication inter se Board members, effective participation in Board deliberations, compliance with code of conduct, general thought process and inputs etc., are adopted in the process of evaluation.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.

The Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 is disclosed on the website of the Company at âhttp://www.tanvifoods.com/investorrelation.html.

The following are the salient features of the said policy:

â¢ the Nomination and Remuneration (NR) Committee and the Board shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members.

â¢ evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

â¢ Criteria of Independence

â¢ evaluate each individual with the objective of having a

â¢ group that best enables the success of the Company''s business.

The complete policy is uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROL

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized, recorded and reported to the Management. Your Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General Meetings'' respectively, have been duly followed by the Company.

STATUTORY AUDITORS

M/s. Sagar And Associates, Chartered Accountants (FRN: 003510S) were appointed as the Statutory Auditors of the Company at the 15th Annual General Meeting of the Company held on 31st December, 2022 for a period of 5 years from the conclusion of the 15th AGM till the conclusion of the 20th AGM as the statutory auditors. Accordingly, the said auditors of the Company have carried out the statutory audit for FY 2024-25.

There were no frauds reported by the statutory auditors of the Company.

There were no qualifications, observations or remarks in their reports. Further the Notes on Financial Statements (standalone and consolidated) and the Auditor comments in the Auditors Report are self-explanatory and do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee has appointed S M G & Associates LLP, Chartered Accountants, Hyderabad (012605S), as the Internal Auditor of your Company for the Financial Year 2024-25. There were no observations, qualifications or remarks in his report.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your company have obtained a Secretarial Audit Report from Mr. Zoheb S Sayani, Proprietor of Sayani & Associates, Practicing Company Secretary, Hyderabad. The copy of said Report is attached herewith and marked as Annexure -II. There were no qualifications, observations or remarks in the said report except regarding delay in submission of Financials, Annual Report and Form FC. The comments of the secretarial auditors are self-explanatory and further does not require any further comments.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not extended any loan, given guarantee or provided security to any person falling within the purview of Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of the Companies Act, 2013. Details of all loans and investments are disclosed at various places in the financial statements of the Company.

FIXED DEPOSIT

Your Company has neither accepted nor repaid any deposits during the financial year ended on March 31,2025. Further, there were no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014. Details of borrowings are disclosed in Note 6 and 8 of the Financial Statements.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure -III.

Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, company do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended March 31,2025 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure -III.

RISK MANAGEMENT POLICY

A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy, the Board (a) oversees and approves the Company''s enterprise wide risk management framework and (b) oversees that all the risks that the organization may face such as material procurement, sale and distribution, financial, liquidity, security, legal, regulatory, reputational and other risks have been identified and assessed and ensures that there is an adequate risk management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY

Since the Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013 read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure -IV and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-V attached to this Report.

CORPORATE GOVERNANCE

The Company''s policy on Corporate Governance is simple and forward looking. Tanvi Foods aims at maximizing the stakeholder''s value legally, ethically and sustainably. It always seeks to ensure that the performance is driven by integrity. The board exercises its fiduciary responsibilities in the widest sense of the term. Company also endeavors to enhance long-term shareholder value and respect minority rights in all our business decisions.

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it.

ANNUALRETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7 along with attachments is placed on the website of the Company, www.tanvifoods.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct in terms of Section 177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this mechanism.

Ms. Jonnada Vaghira Kumari, Independent Director of the Company supervises the Vigil Mechanism Policy; all the employees have direct access to report their concerns and complaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is uploaded on the website of the Company at https://tanvifoods.com/

LISTING & TRADING

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2024-25 has been duly paid.

DEMATERIALIZATION OF SHARES

Total paid up share capital of your Company is in dematerialized form as on March 31,2025.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2024-25.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your company strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''''POSH Actâ) and the Rules made thereunder. The policy aims 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.

Further, Company has in place a Committee under the name and style âInternal Complaints Committeeâ in compliance of POSH Act, which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of sexual harassment and recommends appropriate action. This Committee was constituted to specifically provide a safe, secure and enabling environment, free from sexual harassment to every woman.

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act. Following are the details of complaints:

(a) number of complaints of sexual harassment received in the year- Nil;

(b) number of complaints disposed off during the year - Nil; and

COMPLIANCE OF MATERNITY BENEFIT ACT 1961

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including granting maternity leave, nursing breaks, and protection against dismissal during maternity leave, as applicable to eligible employees during the financial year

GENERAL

The Company has complied with all the provisions of the secretarial standards as applicable to the Company. There were no instances of one time settlement for loan taken from Banks or financial institutions. There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

The other disclosures to be disclosed pursuant to Section 134 and other applicable provisions , if any of the Act and rules framed thereunder and as under SEBI Regulations which have specifically not been disclosed may not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their profound gratitude for the assistance, support and co-operation received from the Banks, Government authorities, Business Partners, Customers and other Stakeholders for the confidence reposed in the Company.

Further, your directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and commitment of the Executives, Staff and Workers of the Company at all levels.

Mar 31, 2024

Your Directors take pleasure in presenting the Seventeenth Annual Report on the business and operations of Tanvi Foods (India) Limited (âCompanyâ) together with the audited financial statements along with the report of the Auditors for the financial year ended March 31,2024.

FINANCIAL SUMMARY:

The following are the financial highlights of the Company:

(Rs. in lakhs)

	STANDALONE		CONSOLIDATED
Particulars	For the FY ended 31.03.2024	For the FY ended 31.03.2023	For the FY ended 31.03.2024	For the FY ended 31.03.2023
Revenue from Operations	8,129.89	8,052.33	8,215.08	8,155.70
Other Income	10.58	6.13	10.74	22.10
Total Revenue	8,140.47	8,058.46	8,225.81	8,177.80
Total Expenses	8,089.75	8,000.88	8,172.45	8,090.56
Exceptional Items	-	-	-
Prior period items	-	-	-
Profit before tax	50.72	57.58	53.36	87.24
Tax Expenses	12.85	15.11	8.42	20.45
Profit after tax	37.87	42.47	44.94	66.79
EPS	0.33	0.79	0.39	1.24

REVIEW OF PERFORMANCE & COMPANY''S STATE OF AFFAIRS:

AT STANDALONE LEVEL

Our revenue from operations on standalone basis increased from Rs. 8,052.33 Lakhs in the previous year to Rs. 8,129.89 Lakhs in the current year. Your Company has posted yet another good year of performance and managed to remain profitable. Out of the total revenue approx. 81% has been generated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs. 8089.75 Lakhs as compared to Rs. 8,000.88 lakhs in the preceding financial year.

Your Company earned a Net Profit of Rs. 37.87 Lakhs for the Financial Year ended 31^st March, 2024 as compared to Rs.42.47 lakhs in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended 31^st March, 2024.

AT CONSOLIDATED LEVEL

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited and Squarepeg Distribution Services Private Limited, both being its Wholly Owned Subsidiaries (WOSs). The consolidated financial performance, presented herewith, comprises the overall financial performance of the Company and that of the said WOSs mentioned above. Kindly refer consolidated financial statements, audit report and notes for complete details.

At consolidated level, revenue from operations stood at Rs. 8,215.08 lakhs and profit before tax stood at Rs. 53.36 lakhs. After providing for taxes, the PAT stood at Rs. 47.59 lakhs.

CONSOLIDATED FINANCIAL STATEMENTS

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as mentioned below:

i) Squarepeq Distribution Services Private Limited (Amount in Rs in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	-	18.34
Total Expenses	1.51	16.35
Profit before tax	(1.51)	17.13
Tax Expense	-5.81	2.09
Profit/Loss for the period	4.30	15.05

ii) Polar Cube Cold Storage Solutions Private Limited (Amount in Rs in Lakhs)

Particulars	2023-24	2022-23
Revenue from operations	85.19	85.03
Total Expenses	81.19	74.71
Profit before tax	4.16	11.45
Tax Expense	1.39	3.26
Profit/Loss for the period	2.77	8.19

FUTURE OUTLOOK

The following are some of the highlights:

S.No	Particulars	Existing facility at Vijayawada, Andhra Pradesh	New Manufacturing Unit at Seetharampuram, Andhra Pradesh
1	Total Area	Approx. 20,000 Sq ft	Approx. 1,00,000 Sq ft
2	Ownership	Leased	Owned
3	Production capacity	Currently 50,000 pieces per day approx.	Upto 7,50,000 pieces per day approx.
4	No. of Employees	Approx 250 employees	Shall create employment for around 800-1000 rural women
5	Other facilities		Provision for the following facilities shall also be made at the unit: â¢ International standard baby care and pre-primary education for the children of working staff. â¢ Healthcare division to look after the staff and Frequent health check-ups and Free transportation facility and subsidized food for employees

The Company has obtained central FSSAI License for the said unit. Further, the Company has also obtained USFDA Certification. The unit is designed in line with of BRC (British Retail Consortium) norms which are the strictest and best standards with 302 clauses which includes food safety plans, FSMS (Food safety management systems), product controls, process controls, personal Hygiene & safety for food and human safety would give us scope to export our products easily.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR

No material changes and no material commitments have occurred after the close of the financial year ended 31^st March, 2024 till the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business of your Company during the financial year ended 31^st March, 2024.

DIVIDEND

Your Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2024.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

During the period under review, the following changes took place in the authorized and paid up share capital of the Company:

1. The authorized share capital of the Company was increased from Rs. 6,50,00,000/- consisting of 65,00,000 equity shares of Rs. 10/- each to Rs. 12,50,00,000/- consisting of 1,25,00,000 equity shares of Rs. 10/- each vide approval of the shareholders in their extra ordinary general meeting held on 14.06.2023.

2. The paid capital of the Company was increased to Rs. 11,48,47,750/- divided into 1,14,84,775 equity shares of Rs. 10/- by means of:

a) Preferential Allotment of 36,44,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share to Public category shareholders vide approval of the Board in their meeting held on 28.06.2023 and in accordance with shareholders'' approval dated 14.06.2023;

b) Preferential Allotment of 14,00,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share to one of the Promoters upon conversion of their unsecured loans vide approval of the Board in their meeting held on 28.06.2023 and in accordance with shareholders'' approval dated 14.06.2023;

c) Preferential Allotment of 10,74,000 equity shares of Rs 10/- upon conversion of equivalent number of equity share warrants allotted at an issue price of Rs. 48/- upon receipt of conversion notices and the balance 75% of the consideration (i.e., balance of Rs. 36/- of the total issue price of Rs. 48/-) from equity warrant holders holding 10,74,000 equity share warrants. The said allotment was approved by the Board in their meeting held on 29.01.2024 and in accordance with shareholders'' approval dated 14.06.2023.

Further, the Board of the Company in its meeting held on 28.06.2023 allotted 13,74,000 equity share warrants of Rs. 10/- each at a premium of Rs. 38/- upon receipt of 25% of the total consideration in accordance with shareholders'' approval dated 14.06.2023. As on 31.03.2024, only 3,00,000 equity share warrants were outstanding pursuant to conversion of warrants as detailed in Point c) above. The Company has made the above allotments in compliance with the applicable provisions of the Companies Act, SEBI Regulations & other applicable provisions and has obtained all the necessary approvals from BSE and the Depositories.

Subsequent to the end of financial year, the Board of the Company in its meeting held on 08.08.2024 made preferential allotment of 3,00,000 equity shares of Rs 10/- upon conversion of equivalent number of equity share warrants allotted at an issue price of Rs. 48/-upon receipt of conversion notice and the balance 75% of the consideration (i.e., balance of Rs. 36/- of the total issue price of Rs. 48/-) from equity warrant holder holding 3,00,000 equity share warrants. The Company has made the listing application to BSE ltd. and the same is under process.

As on the date of this report, there are no outstanding equity share warrants in the Company.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

During the period under review, the Company had raised a total of Rs. 23,00,64,000/- by means of preferential issue of equity shares (details of which are mentioned above) towards completing the state of art facility/plant near Vijayawada, to meet working capital requirement, repayment of unsecured loans and for other General Corporate Purposes which has been disclosed in the explanatory statement of the EGM Notice for meeting on 14.06.2023. As at 31.03.2024, the Company had utilized Rs.22,79,88,355/- out of the total proceeds. The Board hereby confirms that the said funds raised have been utilized only for the purposes for which it was raised and as mentioned in the explanatory statement of the EGM Notice for meeting held on 14.06.2023.

TANVI FOODS EMPLOYEE STOCK PURCHASE SCHEME - 2023

The Board of Directors in their meeting held on December 06, 2023 subject to Shareholders and Regulatory approvals, approved the following:

1. Issuance and allotment of upto 5,00,000 Equity Shares of face value of Rs.10/- each in one or more tranches to eligible employees of the Company under the scheme,

2. Issuance and allotment of equity shares under the scheme to the eligible employees of group company(ies) including subsidiary company(ies) and/or associate company(ies),

3. Issuing equity shares to identified/eligible employees under the scheme equalling to or more than 1 % of the issued capital of the Company.

The objects of the issue, apart from raising of long-term resources was :

1. To recognize and reward the contributions made by the employees of the Company and to align the interests of the employees with the long-term interests of the Company; and

2. To enhance the sense of belongingness and ownership among the employees.

The said scheme was approved by the shareholders by way of a special resolution in the 16^th AGM held on 30.12.2023. The Company has also received In-principle approval dated 08.02.2024 from BSE Ltd. for the said scheme. The Company has not issued/allotted any equity shares under the said scheme during the year under review and as on the date of this report.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

Your company has two wholly owned subsidiaries in India.

â¢ Polar Cube Cold Storage Solutions Private Limited - involved in the business of cold storage, warehousing, refrigerated store keepers etc.

â¢ Squarepeg Distribution Services Private Limited - provides cargo services.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Subsidiaries/Associates in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This statement also provides the details of performance, financial position of each of the subsidiaries/associates and their contribution to the overall performance of the company during the period under report.

The company has no joint ventures or associate companies till date.

TRANSACTIONS WITH RELATED PARTIES

As a matter of Company''s Policy, all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

There were no transactions with the subsidiary companies w.r.t investments, loans and advances during the year. The Company has entered into certain transactions with persons belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity. Details of the same along with details of all the related party transactions are disclosed in Note 30 of the Financial statements.

POLICY ON MATERIAL SUBSIDIARIES

DIRECTORS AND KEY MANAGERIAL PERSONS

During the period under review, following changes took place in the offices of Directors/ KMPs:

S. No

Name

Change

Ms. Vasavi Adusumilli (DIN 02589803)

The Board in its meeting held on 06.12.2023 approved the reappointment of Ms. Vasavi Adusumilli (DIN 02589803) as Whole Time Director w.e.f 01.02.2024 for a period of 3 years subject to the approval of the shareholders.

The shareholders in their 16th AGM held on 30.12.2023 approved the said re-appointment and the remuneration.

Ms. Kesara Charita (DIN: 07595056)

Retire by rotation and being eligible offered herself for re-appointment in the 16th AGM. The same was approved by the shareholders in the 16th AGM

Subsequent to the end of financial year, Mr. Gangachari Ryali, Chief Financial Officer vide his letter dated 23.07.2024 has tendered his resignation from the position of Chief Financial Officer (CFO) of the Company with effect from the closing hours of 23.07.2024 owing to his personal reasons. The Company shall appoint a new CFO within the prescribed timelines under the Companies Act and SEBI (LODR) Regulations as applicable.

DECLARATION BY INDEPENDENT DIRECTORS

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and the proficiency justifying their office. Ms. Vijaya Lakshmi Marella, (DIN 09815723) and Mr. Sai Sumith Balusu (DIN 09815659) are in the process of writing the online proficiency test and that they shall complete the same within the prescribed timeline under the provisions of the Companies Act, 2013.

Independent Directors of your company has duly met during the year to discuss the Performance of the Non-Independent Directors. All independent directors were present during the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. 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.

MEETINGS OF THE BOARD OF DIRECTORS AND SHAREHOLDERS

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance.

During the year under review 9 (Nine) board meetings were held 18.04.2023, 12.05.2023, 30.05.2023, 28.06.2023, 10.09.2023,

14.11.2023, 06.12.2023, 29.01.2024 and 25.03.2024 respectively.

During the year under review, the Audit Committee met 5 (Five) times on 12.05.2023, 30.05.2023, 14.11.2023, 06.12.2023 and

29.01.2024, the Nomination Remuneration committee met 3 (three) times on 30.05.2023, 14.11.2023 and 06.12.2023, the stakeholders committee met 2 (two) times on 30.05.2023 and 14.11.2023. The Board and the Committee meetings were held in compliance with the applicable provisions of the Companies Act and SEBI Regulations. 1 (One) extra ordinary general meeting of members was held on 14.06.2023.

Further, the Company had applied to RoC, Hyderabad for an extension of 3 months in conducting the 16th Annual General Meeting (âAGMâ) of the Company. The same was approved by RoC, Hyderabad on 06.09.2023 and accordingly, 16th AGM of the Company was held on 30.12.2023.

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act 2013 & SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as applicable.

The details of the constituted committees, as on date are as detailed hereunder:

Audit Committee

Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari	Chairman
(Independent Director)
Ms. Badram Vijaya Lakshmi	Member
(Independent Director)
Mr. Sri Nagaveer Adusumilli	Member
(Executive Director)

Nomination and Remuneration Committee

Composition, names of members and Chairperson

Name	Category
Ms. Vijaya Lakshmi Marella	Chairman
(Independent Director)
Ms. Jonnada Vaghira Kumari	Member
(Independent Director)
Mr. Sai Sumith Balusu	Member
(Independent Director)

Stakeholders Relationship Committee Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari	Chairman
(Independent Director)
Mr. Sai Sumith Balusu	Member
(Independent Director)
Ms. Vasavi Adusumilli	Member
(Executive Director)

All the Committee are formed and function in accordance with the applicable provisions of the Companies Act and SEBI (LODR) regulations.

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.

The following are the salient features of the said policy:

â¢ evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

â¢ Criteria of Independence

â¢ evaluate each individual with the objective of having a

â¢ group that best enables the success of the Company''s business.

The complete policy is uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROL

SECRETARIAL STANDARDS

STATUTORY AUDITORS

M/s. Sagar And Associates, Chartered Accountants (FRN: 003510S) were appointed as the Statutory Auditors of the Company at the 15^thAnnual General Meeting of the Company held on 31^st December, 2022 for a period of 5 years from the conclusion of the 15^th AGM till the conclusion of the 20^th AGM as the statutory auditors. Accordingly, the said auditors of the Company have carried out the statutory audit for FY 2023-24.

There were no frauds reported by the statutory auditors of the Company.

There were no qualifications, observations or remarks in their reports.

Further the Notes on Financial Statements (standalone and consolidated) and the Auditor comments in the Auditors Report are selfexplanatory and do not call for any further comments.

INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee has appointed S M G & Associates LLP, Chartered Accountants, Hyderabad (FRN : 012605S), as the Internal Auditor of your Company for the Financial Year 2023-24. There were no observations, qualifications or remarks in his report.

SECRETARIAL AUDIT

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 your company have obtained a Secretarial Audit Report from Mr. Zoheb S Sayani, Proprietor of Sayani & Associates, Practicing Company Secretary, Hyderabad. The copy of said Report is attached herewith and marked as Annexure -II. There were no qualifications, observations or remarks in the said report. The comments of the secretarial auditors are self-explanatory and further does not require any further comments.

MAINTENANCE OF COST RECORDS

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

LOANS, GUARANTEES AND INVESTMENTS

During the year under review, The Company has not extended any loan, given guarantee or provided security to any person falling within the purview of Section 186 of the Companies Act, 2013. The Company is in compliance with the provisions of the Companies Act, 2013. Details of all loans and investments are disclosed at various places in the financial statements of the Company.

FIXED DEPOSIT

Your Company has neither accepted nor repaid any deposits during the financial year ended on 31^st March, 2024. Further, there were no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31^st March, 2024 and / or outstanding as on the said date are as hereunder:

Sl. No.	Name	Borrowings during the year (Rs. In lakh)	Amt. outstanding as on 31st March, 2024 (Rs. In lakh)
1	Mr. Sri Nagaveer Adusumilli (DIN 02096695)	325	325

The same has also been disclosed at Note 6, 8 and 30 of the financial statements.

Further, the said Director has provided a declaration in writing that the amounts lent by him are own funds and not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.

PARTICULARS OF EMPLOYEE

Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31^stMarch, 2024 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure -III.

RISK MANAGEMENT POLICY

A risk management policy has been devised and adopted by the Board.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW

MANAGEMENT DISCUSSION AND ANALYSIS

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-V attached to this Report.

CORPORATE GOVERNANCE

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it.

ANNUALRETURN

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is uploaded on the website of the Company at https://tanvifoods.com/

LISTING & TRADING

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2023-24 has been duly paid.

DEMATERIALIZATION OF SHARES

Total paid up share capital of your Company is in dematerialized form as on 31^stMarch, 2024.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act.

GENERAL

ACKNOWLEDGEMENT

For and on behalf of the Board of Tanvi Foods (India) Limited

Sd/- Sd/-

Sri Nagaveer Adusumilli A Vasavi

Chairman & Managing Director Whole Time Director

DIN:02096695 DIN: 02589803

Place: Hyderabad Date: 06.09.2024

Mar 31, 2023

DIRECTORS REPORT

The Members,

Your Directors take pleasure in presenting the Sixteenth Annual Report on the business and operations of the company together with
the audited financial statements along with the report of the Auditors for the financial year ended March 31,2023.

FINANCIAL SUMMARY:

	STANDALONE		CONSOLIDATED
Particulars	For the FY	For the FY	For the FY	For the FY ended
Particulars	ended 31.03.2023	ended 31.03.2022	ended 31.03.2023	31.03.2022
Revenue from Operations	8,052.33	7,954.75	8,155.70	8,052.23
Other Income	6.13	41.57	22.10	52.95
Total Revenue	8,058.46	7,996.32	8,177.80	8,105.17
Total Expenses	8,000.88	7,838.90	8,090.56	7,920.61
Exceptional Items	-	-	-	-
Prior period items	-	-	-	-
Profit before tax	57.58	157.42	87.24	184.56
Tax Expenses	15.11	50.43	20.45	57.96
Profit after tax	42.47	106.99	66.79	126.60
EPS	0.79	1.99	1.24	2.36

REVIEW OF PERFORMANCE & COMPANY''S STATE OF AFFAIRS:AT STANDALONE LEVEL:

Our revenue from operations on standalone basis increased from Rs. 7954.75 Lakh in the previous year to Rs. 8,052.33 Lakh in the
current year. Your Company has posted yet another impressive year of performance and managed to remain profitable. Out of the total
revenue approx. 88% has been generated from the sale of Frozen Products.

Your Company has incurred total expenses of Rs. 8,000.88 lakhs as compared to Rs. 7,838.90 lakhs in the preceding financial year.

Your Company earned a Net Profit of Rs.42.47 lakhs for the Financial Year ended 31st March, 2023 as compared to Rs. 94.84 Lakh in the
preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended 31st March, 2023.

AT CONSOLIDATED LEVEL:

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited and Squarepeg Distribution Services Private
Limited, both being its Wholly Owned Subsidiaries (WOSs). The consolidated financial performance, presented herewith, comprises the
financial performance of the Company and that of the said WOSs mentioned above.

At consolidated level, revenue from operations stood at Rs.8,155.70 lakhs and profit before tax stood at Rs. 87.24 lakhs. After providing
for taxes, the PAT stood at Rs. 66.79 lakhs.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 - âConsolidated Financial
Statementsâ, prescribed by the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Statements reflect
the results of the Company along with that of its Subsidiaries. The Audited Consolidated Financial Statements together with the
Independent Auditor''s Report thereon are annexed and form part of this Annual Report.

Performance of Subsidiaries

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of the Subsidiary Companies is as
mentioned below:

i) Squarepeg Distribution Services Private Limited

Particulars	2022-23	2021-22
Revenue from operations	18.34	28.46
Total Expenses	16.35	29.41
Tax Profit for the year before extraordinary items and tax	17.14	5.20
Tax Expense	2.08	0.94
Profit/Loss for the period	15.05	4.26
Earnings per Equity Share	5.64	1.60

ii) Polar Cube Cold Storage Solutions Private Limited

Particulars	2022-23	2021-22
Revenue from operations	85.03	75.02
Total Expenses	74.71	60.70
Tax Profit for the year before extraordinary items and tax	11.45	16.41
Tax Expense	3.26	4.89
Profit/Loss for the period	8.19	11.52
Earnings per Equity Share	1.84	2.59

FUTURE OUTLOOK:

The Company is in the process of constructing a new plant at Sitarampuram, around 20 kilometres to the Vijayawada International
Airport. This facility is in addition to our current facility in Vijayawada that is in the residential area(s) with a space of 11,000 square feet of
building

The factory is designed in compliance of BRC (British Retail Consortium) norms which are the strictest and best standards with 302
clauses which includes food safety plans, FSMS (Food safety management systems), product controls, process controls, personal
Hygiene & safety for food and human safety would give us scope to export our products easily.

The main objective of constructing the new plant is get-equipped with the market trends by bringing innovative technology in the industry
and thereby to increase the production & market level(s). It also helps us to enable and self-sustain through the single line of business
rather on multiple business verticals such as T rading and distribution etc.

The plant is being constructed within a space of 3.5 acre(s) with a multi-variant storage facility available at the site-location of which the
exclusive factory construction is with the built-up area of 1,00,000 square feet. The facility will be equipped with state-of-the-art
machinery which are imported from Taiwan and Korea and operations will beg'' automatic & Semi-automatic mode''s.

On commencement of commercial production at the new factory our production capacities would be enhanced from existing 1,00,000
pieces per day at present to more than 7,00,000 pieces in a better working environment. The range of in-house products also would be
enhanced multi-folds. The said facility is expected to be ready and shall commence operations in FY 2023-24.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR:

Except as stated in this report, no material changes have occurred after the close of the financial year ended 31st March, 2023 till the
date of this report.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of your Company during the financial year ended 31st March, 2023.

DIVIDEND:

Your Board of Directors has not recommended any dividend for the financial year ended 31st March, 2023.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL:

During the period under review, there is no change in the capital structure of the company.

Subsequent to the end of financial year, the following changes took place in the authorized and paid up share capital of the Company.

1. The authorized share capital of the Company was increased from Rs. 6,50,00,000/- consisting of 65,00,000 equity shares of
Rs. 10/- each to Rs. 12,50,00,000/- consisting of 1,25,00,000 equity shares of Rs. 10/- each vide approval of the shareholders
in their extra ordinary general meeting held on June 14, 2023.

2. The paid capital of the Company was increased to Rs. 10,41,07,750/- divided into 1,04,10,775 equity shares of Rs. 10/- by
means of:

a) preferential allotment of 36,44,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share and

b) allotment of 14,00,000 equity shares of Rs. 10/- at a premium of Rs. 38/- per share upon conversion of unsecured loans
from Promoters into equity shares

3. Allotment of 13,74,000 equity share warrants of Rs. 10/- each at a premium of Rs. 38/- upon receipt of 25% of the total
consideration.

Items 2 and 3 mentioned above were approved by the shareholders in their extra ordinary general meeting held on June 14, 2023 and
the said allotments were by the Board in their meeting held on June 28, 2023 in accordance and in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018 and other applicable provisions.

UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OF EQUITY SHARES

After the end of the financial year, the Company had raised a total of Rs. 19,14,00,000/- by means of preferential issue of equity shares
(details of which are mentioned above) towards Towards completing the state of art facility/plant near Vijayawada, to meet working
capital requirement, repayment of unsecured loans, and for other General Corporate Purposes. As at 30.09.2023, the Company had
utilized Rs.15,53,72,606/-

The Board hereby confirms that the said funds raised have been utilized only for the purposes for which it were raised.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

Your company has two wholly owned subsidiaries in India.

â¢ Polar Cube Cold Storage Solutions Private Limited - involved in the business of cold storage, warehousing, refrigerated
store keepers etc.

â¢ Squarepeg Distribution Services Private Limited - provides cargo services.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial
statements of Subsidiaries/Associates in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This
statement also provides the details of performance, financial position of each of the subsidiaries/associates and their contribution to the
overall performance of the company during the period under report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of each subsidiary, are available on our website
www.tanvifoods.com

The company has no joint ventures or associate companies till date.

TRANSACTIONS WITH RELATED PARTIES:

During the FY under review, transactions conducted by the Company pursuant to the Agreements entered into with its Related Parties,
during the FY 2022-23 were at an arm''s length basis and in the ordinary course of business and entered considering the business
requirements, administrative convenience and in the best interest of the Companies. There are no materially related party transactions
made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party, which may have a potential conflict
with the interest of the Company at large.

As a matter of Company''s Policy all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

The details of related party transactions including that with the Promoters which were entered into during the previous year''s/ current
year are provided in the Note No. 33 forming part of the notes to financial statements.

Disclosure under Regulation 34(3) read with Schedule V of the Listing Regulations Related Party disclosure as per Schedule V
of the Listing Regulations

Sl.No	In the accounts of	Particulars	Amount at the year ended 2022-23	Maximum amount outstanding during the year 2022-23
1	Tanvi Foods India Limited (Holding Company)	(i) Loans/advances to subsidiaries Polar Cube Cold Storage Solutions Private Limited	Nil	Nil
		Squarepeg Distribution Services Private Limited (Wholly owned subsidiary)	Nil	Nil
		(ii) Loans/advances to associates	NA	NA
		(iii) Loans/advances to firms/ companies in which Directors are interested	NA	NA
2	Tanvi Foods India Limited (Holding Company)	Investment by the Loanee in the shares of parent company/ subsidiary company when the company has made a loan or advance	NA	NA

There were no transactions with the subsidiary companies w.r.t investments, loans and advances during the year. All related party
transactions are disclosed in Note 33 of the Financial statements

POLICY ON MATERIAL SUBSIDIARIES

The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by
the Board is uploaded on the website of the Company and the web link is http://www.tanvifoods.com/investorrelation.html.

DIRECTORS AND KEY MANAGERIAL PERSONS:

During the period under review, following changes took place in the offices of Directors/ KMPs:

S.No	Name	Change
1	Ms. Vijaya Lakshmi Marella (DIN 09815723)	Appointment as Additional Director (Independent Category) on 07.12.2022 for a period of 5 years subject to the approval of the shareholders. The shareholders in their 15th AGM held on 31.12.2022 approved the said appointment.
2	Mr. Sai Sumith Balusu (DIN 09815659)	Appointment as Additional Director (Independent Category) on 07.12.2022 for a period of 5 years subject to the approval of the shareholders. The shareholders in their 15th AGM held on 31.12.2022 approved the said appointment.
3	Mr. Sri Nagaveer Adusumilli (DIN 02096695)	Resigned as CEO of the Company and appointed as Additional Director and Managing Director on 07.12.2022 subject to the approval of the shareholders. Further appointed as Chairman of the Company w.e.f 07.12.2022 His appointment as Director and Managing Director for a period of 3 years w.e.f 07.12.20222 was approved by the shareholders in their 15th AgM held on 31.12.2022
4	Ms. Vasavi Adusumilli (DIN 02589803)	Change in designation to Whole Time Director from Managing Director w.e.f 07.12.2022
5	Ms. Kesara Charita (DIN 07595056)	She was appointed as Additional Director w.e.f 14.02.2022. The Board recommended her approval as Director and Whole Time Director of the Company for a period of 3 years
6	Mr. Gangachari Ryali	Appointed as CFO w.e.f 07.12.2022
7	Ms. Gagandeep Kaur Saluja	Appointed as CS and Compliance Officer w.e.f 11.11.2022
8	Mr. Sarat Chandra Babu Adusumilli (DIN 02589830)	Resigned as Chairman & Whole Time Director of the Company w.e.f 07.12.2022
9	Ms. Sarada Adusumilli (DIN: 02609097)	Resignation as Director of the Company w.e.f 07.12.2022.
10	Mr. Soumith Kumar Sikinderpurkar	Resignation as Company Secretary & Compliance Officer w.e.f 30.05.2022
11	Mr. Naveen Nandigam (DIN 02726620)	Resignation as Independent Director of the Company w.e.f 20.07.2022

Except as stated above, there were no other changes in the composition of Board of Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received respective declarations from the Independent Directors confirming that they meet the criteria of
independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16 (1)(b) of SEBI (LODR)
Regulations.

In the opinion of the Board, all the Independent Directors of the Company possess integrity, expertise, and the proficiency justifying their
office. Ms. Vijaya Lakshmi Marella, (DIN 09815723) and Mr. Sai Sumith Balusu (DIN 09815659) are in the process of writing the online
proficiency test and that they shall complete the same within the prescribed time under the provisions of the Companies Act, 2013.

Independent Directors of your company has duly met during the year to discuss the Performance of the Non-Independent Directors. All
independent directors were present during the meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material
departures are made from the same;

ii. The Directors have 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 profits of the company for the period;

iii. 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;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively;

vi. 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.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and
other matters of significance.

The Board duly met 8 times during the Financial Year 2022-23. The Audit Committee & Nomination Remuneration committee met 4
times and the stakeholders committee met 2 times during the year under review. The intervening gap between any two consecutive
Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

COMPOSITION OF BOARD COMMITTEES:

We have in place all the Committees of the Board which are required to be constituted under the Companies Act 2013 & SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The details of the constituted committees, as on date are as detailed hereunder:

Audit Committeea) Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari (Independent Director)	Chairman
Ms. Badram Vijaya Lakshmi (Independent Director)	Member
Mr. Sri Nagaveer Adusumilli (Executive Director)	Member

The Board has accepted all the recommendations of the Audit Committee.
Nomination and Remuneration Committee
a) Composition, names of members and Chairperson

Name	Category
Ms. Badram Vijaya Lakshmi (Independent Director)	Chairman
Ms. Jonnada Vaghira Kumari (Independent Director)	Member
Mr. Sai Sumith Balusu (Independent Director)	Member

Stakeholders Relationship Committee
a) Composition, names of members and Chairperson

Name	Category
Ms. Jonnada Vaghira Kumari (Independent Director)	Chairperson
Mr. Sai Sumith Balusu (Independent Director)	Member
Ms. Vasavi Adusumilli (Executive Director)	Member

In terms of the requirements of the Companies Act, 2013 and the Listing Regulations, an annual performance evaluation of the Board is
undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the
Committees.

During the year, Board Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a
whole, Board Committees and peer evaluation of directors. The exercise was led by the chairman of Nomination and Remuneration
Committee Company. The evaluation process focused on various aspects of the functioning of the Board and Committees such as
composition of the Board and its committees, experience and competencies, performance of special duties and obligations, governance
issues etc., as on outcome of the exercise, it was noted that the Board as a whole is functioning as cohesive body which is well engaged
with different perspectives.

Besides, your Company also surveys on the best practices prevalent in the Industry with respect to evaluation of the performance of the
Board and its members. Your Company also avails services of professionals seeking their suggestions on the said matter. Based on the
inputs received from the aforesaid sources and in accordance with the Policy of the Company, evaluation process is undertaken at
appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria
and framework adopted by the board.

The Independent Directors reviewed the performance of Non-Independent Directors, the Board and the Chairperson of the Company.
Further, the performance evaluation of Independent Directors was carried out by the entire Board, excluding the director being
evaluated. Standard parameters such as attendance, acquaintance with business, communication inter se Board members, effective
participation in Board deliberations, compliance with code of conduct, general thought process and inputs etc., are adopted in the
process of evaluation.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION, ETC.:

The Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under sub-section (3) of section 178 is disclosed on the website of the Company
at - http://www.tanvifoods.com/investor-relation.html.

The following is the salient features of the said policy:

â¢ the Nomination and Remuneration (NR) Committee and the Board shall review on an annual basis, appropriate skills,
knowledge and experience required of the Board as a whole and its individual members.

â¢ evaluating the suitability of individual Board members, the Nomination and Remuneration Committee

â¢ Criteria of Independence

â¢ evaluate each individual with the objective of having a

â¢ group that best enables the success of the Company''s business.

The complete policy is uploaded on the website of the Company.

INTERNAL FINANCIAL CONTROLS:

Your Company has an adequate system of internal financial controls with reference to financial statements, including but not limited to
safeguard and protection of assets from loss, their unauthorized use or disposition. All the transactions were properly authorized,
recorded and reported to the Management. Your Company is following all the applicable Accounting Standards for properly maintaining
the books of accounts and reporting in the financial statements. Your Company continues to ensure proper and adequate systems and
procedures commensurate with its size and nature of its business.

SECRETARIAL STANDARDS:

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2 relating to ''Meeting of the Board of Directors'' and ''General
Meetings'' respectively, have been duly followed by the Company.

STATUTORY AUDITORS:

M/s VNSS & Associates, Chartered Accountants, (FRN 018367S) resigned as Statutory Auditors of the Company w.e.f 05.12.2022 vide
their resignation letter dated 05.12.2022 Accordingly, the Board of the Company have appointed M/s. Sagar And Associates, Chartered
Accountants as the statutory auditors in casual vacancy for FY 2022-23 subject to approval of the shareholders. Accordingly, the said
auditors of the Company have carried out the statutory audit for FY 2022-23.

The Board, pursuant to the recommendation of the Audit Committee recommended their appointment as statutory auditors for a period
of 5 years from the conclusion of the 15th AGM till the conclusion of the 20th AGM subject to the approval of the shareholders at the
ensuing AGM. The said appointment in casual vacancy for FY 2022-23 and their appointment for 5 years were approved by the
shareholders in the 15th AGM of the Company held on 31.12.2022.

There were no frauds reported by the statutory auditors of the Company.

Auditors Observation(s):

1. With reference to the reported delays in depositing undisputed statutory dues and outstanding dues for more than six months:
(para vii in the Annexure A to the Report) we would like to mention that the delays were caused purely on account of liquidity
crunch on account of unforeseen contingencies at that particular point of time. Most of the said dues have been either paid as on
date or will be paid very shortly. The management shall ensure that such delays will not be repeated in the future.

2. With reference to the reported delays in depositing disputed statutory dues mentioned at Note 41 of the Financial Statements, the
same have been recognized as Contingent Liabilities and disclosed accordingly. The matters are pending before appropriate
forums. Being, self-explanatory, the said matter does not call for any further comments.

Further the Notes on Financial Statements (standalone and consolidated) and the Auditor comments in the Auditors Report are selfÂ¬
explanatory and do not call for any further comments.

INTERNAL AUDITORS:

The Board of Directors, based on the recommendation of the Audit Committee has appointed S M G & Associates LLP, Chartered
Accountants, Hyderabad (012605S), as the Internal Auditor of your Company for the Financial Year 2022-23. There were no
observations, qualifications or remarks in his report.

SECRETARIAL AUDIT:

OBSERVATIONS:

The comments of the secretarial auditors are self-explanatory and further does not require any further comments.

MAINTENANCE OF COST RECORDS:

Your Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of
the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

The investments made by the Company in its following wholly owned subsidiaries continue to remain as such during the year under
review:

â¢ Squarepeg Distribution Services Private Limited (Rs.43,30,740) - 2,67,000 equity shares of Rs.10 each.

â¢ Polar Cube Cold Storage Solutions Private Limited (Rs.74,80,450) - 4,45,000 equity shares of Rs.10 each.

The Company has not extended any loan, Corp Guarantee / Security falling within the purview of Section 186 of the Companies Act,
2013. Details of all loans and investments are disclosed at various places in the financial statements of the Company.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the financial year ended on 31st March, 2023. Further, there were
no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided
pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

Further, the details of unsecured loans borrowed from Directors during the FY ended 31st March, 2023 and / or outstanding as on the
said date are as hereunder:

Sl. No.	Name	Borrowings during the year (Rs. In lacs)	Amt. outstanding as on 31st March, 2023 (Rs. In lacs)
1.	Mr. Sri Nagaveer Adusumilli (DIN 02096695)	140.50	140.50
2.	Mr. Vasavi Adusumilli (DIN: 02589803)	255.61	653.28
3.	Mr. Kesara Charita (DIN 07595056)	238.50	238.50

Further, the said Directors have provided declaration(s) in writing that the amounts lent by them are their own funds and not been given
out of funds acquired by them by borrowing or accepting loans or deposits from others.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and as amended in respect of our employees, is attached herewith and marked as Annexure -III.

Your company hereby affirms that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and
other Employees.

Further, company do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of
Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and as amended i.e. Rs.8.5 lakhs per month or Rs.1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31stMarch, 2023 as required under
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached
herewith and marked as Annexure -III.

RISK MANAGEMENT POLICY:

A risk management policy has been devised and adopted by the Board.

Pursuant to the said policy, the Board (a) oversees and approves the Company''s enterprise wide risk management framework and (b)
oversees that all the risks that the organization may face such as material procurement, sale and distribution, financial, liquidity, security,
legal, regulatory, reputational and other risks have been identified and assessed and ensures that there is an adequate risk
management mechanism in place capable of addressing those risks.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

Since the Company does not fall within any of the parameters specified under the provisions of Section 135 of the Companies Act, 2013
read with Rules made thereunder, reporting pursuant to Section 134(3) (o) is Not Applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section
134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in the Annexure -IV and forms part
of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in
Annexure-V attached to this Report.

CORPORATE GOVERNANCE:

The Company''s policy on Corporate Governance is simple and forward looking. Tanvi Foods aims at maximizing the stakeholder''s value
legally, ethically and sustainably. It always seeks to ensure that the performance is driven by integrity. The board exercises its fiduciary
responsibilities in the widest sense of the term. Company also endeavors to enhance long-term shareholder value and respect minority
rights in all our business decisions.

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the
Annual Report are not applicable to it.

ANNUALRETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual Return in the prescribed format i.e. Form MGT -7
along with attachments is placed on the website of the Company, www.tanvifoods.com

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its directors and employees, to
report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct in terms of Section
177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this
mechanism.

Ms. Jonnada Vaghira Kumari, Independent Director of the Company supervises the Vigil Mechanism Policy; all the employees have
direct access to report their concerns and complaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company isuploaded on the website of the Company at
https://tanvifoods.com/

LISTING & TRADING:

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2022-23 has
been duly paid.

DEMATERIALIZATION OF SHARES:

Total paid up share capital of your Company is in dematerialized form as on 31st March, 2023.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future
operations. Further, we confirm that there were no instances of fraud to be reported by the Auditors vide their Report for the FY 2022-23.

Your company strongly support the rights of all our employees to work in harassment - free environment. We have adopted a Policy on
Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''''POSH Actâ) and the Rules made thereunder. The policy aims 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.

Further, Company have in place a Committee under the name and style âInternal Complaints Committeeâ in compliance of POSH Act,
which looks into various matters concerning harassment, if any, against women at workplace, addresses concerns and complaints of
sexual harassment and recommends appropriate action. This Committee was constituted to specifically provide a safe, secure and
enabling environment, free from sexual harassment to every woman.

Your company further confirm that during the year under review, there were no cases filed pursuant to the said Act.

GENERAL:

The Company has complied with all the provisions of the secretarial standards as applicable to the Company.

The other disclosures to be disclosed pursuant to Section 134 and other applicable provisions , if any of the Act and rules framed
thereunder and as under SEBI Regulations are not applicable to the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their profound gratitude for the assistance, support and co-operation received from the Banks,
Government authorities, Business Partners, Customers and other Stakeholders for the confidence reposed in the Company.

Further, your directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and
commitment of the Executives, Staff and Workers of the Company at all levels.

For and on behalf of the Board of
Tanvi Foods (India) LimitedSd/- Sd/-

Sri Nagaveer Adusumilli A Vasavi

Chairman & Managing Director Whole Time Director

DIN:02096695 DIN: 02589803

Place: Hyderabad
Date: 06.12.2023

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting the Eleventh Annual Report on the business and operations of the company together with the audited financial statements along with the report of the Auditors for the financial year ended March 31, 2018.

FINANCIAL SUMMARY:

Your Company''s financial performance for the year ended March 31, 2018 is summarized below:

(Amt. in Rs.)

	STANDALONE		CONSOLIDATED
Particulars	For the FY ended 31.03.2018	For the FY ended 31.03.2017	For the FY ended 31.03.2018	For the FY ended 31.03.2017
Revenue from Operations	628,861,233	559,532,065	659,049,482	594,531,124
Other Income	14,436,887	13,101,538	6,950,712	4,834,902
Total Revenue	643,298,120	572,633,603	666,000,194	599,366,026
Total Expenses	627,943,391	559,041,278	649,356,900	584,847,943
Exceptional Items	-	-		-
Prior period items	-	-		-
Profit before tax	15,354,729	13,592,325	16,643,294	14,518,083
Tax Expenses	3,890,826	3,304,849	4,351,396	3,740,173
Profit after tax	11,463,903	10,287,476	12,291,898	10,777,910
EPS	2.77	2.94	2.97	3.08

REVIEW OF PERFORMANCE & COMPANYâS STATE OF AFFAIRS:

AT STANDALONE LEVEL:

Our revenue from operations on standalone basis increased to Rs.62.88 Crores from Rs. 55.95 Crores in the previous year, at a growth rate of 12%. Your Company has posted yet another impressive year of performance. Out of the total revenue approx. 85% has been generated from the sale of Frozen Products of third parties.

Your Company has incurred total expenses of Rs.62.79 Crores as compared to Rs.55.90 Crores in the preceding financial year. Further, during the financial year under review, certain fixed expenses such as depreciation & amortization expenses increased from ?0.95 Crores to Rs.1.2 Crores and finance costs increased from Rs.2.3 Crores to Rs.2.5 Crores respectively as compared to the preceding financial year.

Your Company earned a Net Profit of Rs.1.14 Crores for the Financial Year ended 31^st March, 2018 as compared to Rs.1.02 Crores in the preceding financial year.

No amount is being proposed to be transferred to Reserves for the financial year ended 31^st March, 2018.

AT CONSOLIDATED LEVEL:

Your Company owns 100% stake in Polar Cube Cold Storage Solutions Private Limited and Squarepeg Distribution Services Private Limited, both being its Wholly Owned Subsidiaries (WOSs). The consolidated financial performance, presented herewith, comprises the financial performance of the Company and that of the said WOS''s mentioned above.

At consolidated level, the revenue from operations stood at Rs.65.90 Crores and profit before tax stood at Rs.1.66 crores. After providing for taxes, the PAT stood at Rs.1.22 crores.

CONSOLIDATED FINANCIAL STATEMENTS:

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 -âConsolidated Financial Statementsâ, prescribed by the Companies (Accounts) Rules, 2014 of the Companies Act, 2013. The Consolidated Statements reflect the results of the Company along with that of its Subsidiaries. The Audited Consolidated Financial Statements together with the Independent Auditor''s Report thereon are annexed and form part of this Annual Report.

MATERIAL CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR:

No material changes have occurred after the close of the financial year ended 31^st March, 2018.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of your Company during the financial year ended 31^st March, 2018.

FUTURE OUTLOOK:

With state of art facility and easing the complicated procedures in manufacturing to automation, we are coming up with 60,000 sft facility with BRC standards, which is 40 kms away from Vijayawada. Our production capacity will enhance by approx. 3 times which gives us the scope to expand to the vast Indian market and global market.

At present 90 percent of our business is in Andhra Pradesh and Telangana and a very minimal portion in Karnataka and Tamil Nadu. From the upcoming facility we will be able to cater to the entire South India and also to export markets. Having opened our new warehouse in Kesarpalli, near Vijayawada NH-16, which enables us to cater to Chennai-Calcutta and Orissa markets. Having in house warehouses and logistic facilities, we do have an advantage of not relying on any other cold chain transporter as cold chain being very important part of our complete operations. We have been the pioneer in Secondary distribution, being the only company having local cold chain fleet and delivers the frozen product in temperature controlled vehicles. Being the monopoly in corn products with an experience of about 16 years in the market, we have exclusive advantage of penetrating into the market easier and quicker.

DIVIDEND:

In view of the on-going expansion activities of the Company, it needs to plough back its profits into the business. Hence, the Board of Directors has not recommended any dividend for the financial year ended 31^st March, 2018.

ISSUE AND ALLOTMENT OF SECURITIES / CHANGES IN SHARE CAPITAL

Consequent upon the aforesaid preferential issue, the Capital Structure, as on date, stands as follows:

Si. No

Particulars

At the end of FY ended 2018 (Amt. in Rs..)

At the end of FY ended 2017 (Amt. in Rs..)

Authorised Capital

65,00,000 Equity Shares of ?.10 each

[650,00,000*

450,00,000

Issued, Subscribed & Paid up Capital

48,66,775 Equity Shares of ?.10 each

486,67,750**

411,67,750

* Increased the Authorised Capital in the Extra Ordinary General Meeting held on 10^th March, 2018

** Issued and allotted 7,50,000 Equity Shares on Preferential Basis

PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS:

During the period under review, in order to scale up our operations we have introduced new products in the line of frozen foods. However, owing to various limitations, we are not able to cater to the demands of the customers. The management felt that it is high time to expand its processing capacity and create a state of the art facility which can cater to larger markets across the country. In this regard, we are aggressively working on the expansion project, towards which a lot of preliminary work has been completed. At this stage, it needs the crucial financial support. In this regard your company has issued & allotted 7,50,000 equity shares on preferential basis and 5,00,000 convertible warrants to non-promoters and promoters of the company respectively. The said securities were issued at a price of Rs.80 per share / warrant.

The warrants will be converted into equity shares within 18 months from the date of allotment. The equity shares to be allotted upon exercise of warrants shall rank pari passu in all respects including as to dividend, with the existing Equity Shares of Face Value of Rs.10/- each of the Company.

This has helped the Company reduce its dependence on borrowed funds and in turn reduce its debt burden. With the ease of availability of funds at its disposal, your management hopes the Company will be able to overcome the funding obstacles and will achieve its targets.

SUBSIDIARY, JOINT VENTURES & ASSOCIATE COMPANIES

The company has two wholly owned subsidiaries in India.

- Polar Cube Cold Storage Solutions Private Limited is a wholly owned subsidiary of the company and involved in the business of cold storage, warehousing, and refrigerated store keepers etc.

- Squarepeg Distribution Services Private Limited is also a wholly owned subsidiary of the company and provides cargo services to your Company and to others.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of Subsidiaries/Associates in the prescribed format i.e. Form AOC-1 is provided as Annexure-I to this Report. This statement also provides the details of performance, financial position of each of the subsidiaries/associates.

The company has no other joint ventures or associate companies as on till date.

TRANSACTIONS WITH RELATED PARTIES:

During the financial year under review, transactions were conducted by the Company pursuant to the Agreements entered into with its Related Parties during previous years; the same were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or any related party which may have a potential conflict with the interest of the Company at large.

As a matter of Company''s Policy all Related Party Transactions are placed before the Audit Committee and the Board for its approval.

The details of related party transactions which were entered into during the previous years/ current year are provided in the Note No. 33 forming part of the notes to financial statements.

As per Section 134(3)(h) of the Companies act, 2013, the particulars of related party transactions as referred to in Section 188(1) of the Companies Act, 2013 have been disclosed in Form No. AOC - 2 which is appended as Annexure -II to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONS:

The Board of Directors is duly constituted.

Following changes took place in the offices of Directors KMPs:

Mr. A. Sri Nagaveer, owing to deactivation of his DIN, resigned from the office of Managing Director on 8^th February, 2018 and Mrs. A. Vasavi was appointed as Managing Director w.e.f from 8^th February, 2018 for a period of three years.

Mr. A. Sri Nagaveer was appointed as CEO of the company with effect from 15^th February, 2018.

Mr. A. Sarat Chandra Babu retired by rotation in the previous AGM held on 28.09.2017 and was reappointed thereat.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mrs.A. Sarada retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

The composition of the Board of Directors stands as follows:

SI.No	Name of Director	Designation
1	A. Sarat Chandra Babu	Chairman
2	A. Vasavi	Managing Director
3	A. Sarada	Non-Executive Director
4	Naveen Nandigam	Independent Director
5	R. V. Radhakrishna	Independent Director

The Following are the Key Managerial Personnel:

SI.No	Name of KMPs	Designation
1	A. Sri Nagaveer	Chief Executive Officer (CEO)
2	M. Srinivas Reddy	Chief Financial Officer (CFO)
3	Shilpa Kotagiri	Company Secretary (CS)

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received respective declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under sub-section (7) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations.

DIRECTORSâ RESPONSIBILITY STATEMENT:

As required under Section 134(5) of the Companies Act, 2013, the Directors confirm that:

i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and that no material departures are made from the same ;

iv. The annual accounts have been prepared on a going concern basis.

v. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

vi. 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.

MEETINGS OF THE BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matte? of significance.

The Board duly met 5 times during the Financial Year 2017-18.The intervening gap between any two consecutive Board Meetings was within the period prescribed under the provisions of the Companies Act, 2013.

The names of members of the Board and their attendance at the Board Meetings are as under:

Name of the Director	Number of Meetings attended/ Total Meetings held during the F.Y. 2017-18
Mr. A. Sarat Chandra Babu	4/5
Mrs. A. Vasavi	5/5
Mrs. A. Sarada	4/5
Mr. Naveen Nandigam	4/5
Mr. R. V. Radhakrishna	4/5
Mr. A. Sri Nagaveer (ceased to hold the office w.e.f 8^th February, 2018)	3/3

The details of the date of meeting and Directors attendance are as below:

SI.No	Date of Board Meetings	A. Sarat Chandra Babu	Naveen Nandigam	R. V. Radhakrishna	A. Vasavi	A. Sarada	A. Sri Nagaveer
1.	30.05.2017	Yes	Yes	Yes	Yes	Yes	Yes
2.	21.08.2017	Yes	Yes	Yes	Yes	Yes	Yes
3.	13.11.2017	No	Yes	No	Yes	No	Yes
4.	08.02.2018	Yes	No	Yes	Yes	Yes	NA
5.	15.03.2018	Yes	Yes	Yes	Yes	Yes	NA

COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mr. A. Sri Nagaveer, upon cessation from his office of Managing Director and Director as well, has eventually ceased to hold his office of committees membership also.

The reconstituted committees, upon the aforesaid change are as detailed hereunder:

Audit Committee

Mr. Naveen Nandigam - Chairman

Mr. R. V. Radhakrishna - Member

Mr. A. Vasavi - Member

Nomination and Remuneration Committee

Mr. Naveen Nandigam - Chairman

Mr. R. V. Radhakrishna - Member

Mr. A. Sarada - Member

Stakeholders Relationship Committee

Mr. R. V. Radhakrishna - Chairman

Mr. Naveen Nandigam - Member

Mr. A. Vasavi - Member

BOARD EVALUATION, NOMINATION AND REMUNERATION POLICY:

Besides, the Company also surveys on the best practices prevalent in the Industry with respect to evaluation of the performance of the Board and its members. The Company also avails services of professionals seeking their suggestions on the said matter. Based on the inputs received from the aforesaid sources and in accordance with the Policy of the Company, evaluation process is undertaken at appropriate time(s).

The performance evaluation of all the Directors and that of the Board as a whole and its committees was conducted based on the criteria and framework adopted by the board.

None of the Independent Directors is due for reappointment.

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION, ETC.:

The following policies are attached herewith and marked as Annexure - III and IV respectively and are available at www.tanvifoods.com

a. Policy for selection of Directors and determining Directors Independence; and evaluation mechanism.

b. Remuneration Policy for Directors, Key managerial Personnel and other employees.

INTERNAL FINANCIAL CONTROLS:

SECRETARIAL STANDARDS

The Directors state that applicable secretarial standards i.e., SS-1 and SS-2 relating to âMeeting of the Board of Directors'' and âGeneral Meetings'' respectively, have been duly followed by the Company.

STATUTORY AUDITORS:

As the members are aware, in the 9^th Annual General Meeting (AGM) held on 30.09.2016 M/s. GV & Co., Chartered Accountants, Hyderabad, were appointed as Statutory Auditors of the Company for a period of 5 years, to hold office till the conclusion of the 14^thAGM.

In terms of the provisions of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every AGM. This provision has been amended by the Companies (Audit and Auditors) Second Amendment Rules, 2018 dated 7^th May, 2018 which has omitted this provision of ratification of statutory auditors in every Annual General Meeting. Hence the appointment of M/s. GV & Co., Chartered Accountants, as the Statutory Auditors of the Company, will continue till the conclusion of 14^th AGM without any further ratification in every AGM.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s NSVR & Associates LLP, Chartered Accountant, Hyderabad (Firm Registration No. 008801S/S200060), as the Internal Auditor of your Company. The Internal Auditor is submitting his report on half yearly basis.

SECRETARIAL AUDITOR REPORT:

Pursuant to provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 we have obtained a Secretarial Audit report from Mr. Anand Kumar C. Kasat, Practicing Company Secretary, Hyderabad. The copy of said Report is attached herewith and marked as Annexure -V.

MAINATANANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013

LOANS, GUARANTEES AND INVESTMENTS:

During the period under review, the company has made an investment of Rs..1,32,48,000 by subscribing to 1,44,000 equity shares of ?.10 each in Kapston Facilities Management Limited. Further, the investments made by the Company in its following wholly owned subsidiaries continue to remain as such during the year under review:

- Squarepeg Distribution Services (P) Ltd.

- Polar Cube Cold Storage Solutions (P) Ltd.

FIXED DEPOSITS:

Your Company has neither accepted nor repaid any deposits during the financial year ended on 31^st March, 2018. Further, there were no outstanding deposits as at the beginning or at any time during the financial year. Hence, no details are required to be provided pursuant to Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF EMPLOYEES:

We do hereby affirm that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Further, we do not have any employee whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended i.e. Rs..8.5 lakhs per month or Rs..1.02 Crores per annum.

Further, details of top ten employees in terms of remuneration drawn during the financial year ended 31^stMarch, 2018 as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended is attached herewith and marked as Annexure- VI (ii).

RISK MANAGEMENT POLICY:

A risk management policy has been devised and adopted by the Board.

The policy aims at sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business.

CORPORATE SOCIAL RESPONSIBILITY POLICY:

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE INFLOW AND OUTFLOW:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Inflow and Outflow as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014are given in the Annexure -VII and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

In accordance with the provisions of SEBI (LODR) Regulations, 2015, a Report on the Management Discussion and Analysis is set out in Annexure-VIII attached to this Report.

CORPORATE GOVERNANCE:

The Company''s policy on Corporate Governance is simple and forward looking. Tanvi Foods aims at maximizing the stakeholder''s value legally, ethically and sustainably. It always seeks to ensure that the performance is driven by integrity. The board exercises its fiduciary responsibilities in the widest sense of the term. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed Format i.e. Form MGT -9 is appended as Annexure -IXto this Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has in place a robust and full-fledged Vigil Mechanism and a Whistle Blower Policy for its Directors and employees, to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct in terms of Section 177 (10) of the Act and Rules thereunder. The mechanism provides adequate safeguards against victimization of persons who use this mechanism.

Mr. Naveen Nandigam, Independent Director of the Company is the Head of the Vigil Mechanism; all the employees have direct access to report their concerns and complaints. During the year under the review no complaint has been received.

The Vigil Mechanism and Whistle Blower Policy adopted by the Company is set out in Annexure X to this Report.

DISPATCH OF ANNUAL REPORTS

In compliance of the applicable provisions, we shall dispatch the Annual Report for the FY 2017-18 in electronic format to all our members whose E-Mail addresses are registered and updated with our Registrar & Transfer Agents. To all the other members, the Annual Report will be sent in physical format.

LISTING & TRADING

The equity shares of your Company are listed on the SME Platform of BSE Limited. The listing fee for the financial year 2018-19 has been duly paid. You may further note that the listing/ trading was never suspended at any time during the financial year 2017-18.

The company has allotted 7,50,000 equity shares on preferential basis on 21.03.2018 and same are listed on BSE (SME Segment).

DEMATERIALIZATION OF SHARES

Total paid up share capital of your Company is in dematerialized form as on 31^st March, 2018

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE:

We strongly support the rights of all our employees to work in a harassment - free environment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at workplace as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The policy aims 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. The Company has also constituted an Internal Committee, known as Anti Sexual Harassment Committee to address the concerns and complaints of sexual harassment and to recommend appropriate action.

We further confirm that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT:

Further, your Directors also wish to place on record their sincere appreciation for the committed services, hard work, dedication and commitment of the Executives, Staff and Workers of the Company at all levels.

For and on behalf of the Board of

Tanvi Foods (INDIA) Limited

Sd/-

A. Sarat Chandra Babu

Chairman

DIN:02589830

Place: Hyderabad

Date: 24/08/2018

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