Your Directors have pleasure in presenting the 48^th Annual Report together with Audited Financial Statements of the Company for the Financial Year ended 31^st March, 2024. Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in this Board’s Report with the objective of accountability and transparency in its operations to make you aware about its performance and future perspective of the Company.

1. FINANCIAL HIGHLIGHTS:

The audited financial statements of the Company as on 31^st March, 2024 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the Companies Act, 2013 (“Act”).

The financial highlights of the Company for the year ended 31^st March, 2024, are as follows:

OPERATIONS AND STATE OF COMPANY’S AFFAIR:

During the year, Company’s total revenue stood at Rs. 10597.99 Lakhs as compared to previous year figures Rs. 12248.61 Lakhs and your company succeeded in achieving Profit before exceptional items and tax of Rs. 1084.48 Lakhs as compared to previous figures of Rs. 578.17 Lakhs, though due to an exceptional item your company has to incur substantial expenses of Rs. 650 Lakhs which resulted in net profit substantially reduced to Rs. 29.24 Lakhs as compared to previous year figure of Rs. 507.44 Lakhs.

On a consolidated basis, the total revenue stood at Rs. 10605.35 Lakhs as compared to previous year figures Rs. 12226.16 Lakhs and net profit for the year stood at Rs. 30.45 Lakhs as compared to previous year net profit Rs. 478.46 Lakhs

Our Company is under the good management guidance and control that help continued in achieving the targets of cutting down in the cost of operations and getting efficiency in this area by using better alternated resources/means.

INDIAN ACCOUNTING STANDARDS (IND AS):

As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (“IND AS”) from 1st April, 2017. The financial statements of the Company for the financial year 2023-24 have been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015 and the other recognized accounting practices and policies to the extent applicable.

CHANGE IN NATURE OF BUSINESS:

During the Year under review, there was no change in Company’s Business.

SEGMENT-WISE BUSINESS PERFORMANCE:TRADING BUSINESS:

During the year under review the trading business of the company is substantially by more than 25% irrespective of globally volatile business of Edible oil and Vanaspati oil. Your company tried to enhance its trading activities but due to change in import policies and financial crises in Sri Lanka from where major import of Vanaspati take place, the company consciously kept its imports low as compared to previous year as safeguard against the losses as incurred by the other companies. Your Company is confident of increasing its trading turnover which will help in increase in profit from this segment.

REAL ESTATE BUSINESS:

The performance of real estate segment of your company was satisfactory. The project of the company comprising of service apartments and luxury residences in the name of 'One Rajarhat' at Kolkata with 320 apartments is completed and in terms of a very good response 312 units have been sold. Inflow of revenue continues from the booked units thereby revenue from real estate business stood at Rs. 3392.17 Lakhs. Your company is eying for new projects in Kolkata to continue its performance in real estate sector.

MINING BUSINESS

Mining Business has also progressed satisfactory towards obtaining necessary permission and approval during the year under review as process of permissions from Forest and Environment Department for one major mineral mine having substantial area in Balaghat, M.P. has moved ahead. Your company expect to obtain necessary approval in coming period, thereafter, operations from the said mine can be started. Your Company is optimistic of overcoming these hurdles. Better profitability and turnover is expected from mining activities in future.

2. SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.50,00,00,000 (Rupees Fifty Crore only) divided into 4,50,00,000 (Four Crore Fifty Lacs) Equity Shares of Rs.10/- each and 5,00,000 (Five Lacs) Non-cumulative Redeemable Preference Shares of Rs.100/- each;

The Paid up Equity Share Capital as at 31^st March, 2024 stood at Rs. 27,75,34,860/-. During the year under review, the Company has not raised any paid up share capital. As on 31 “March, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company;

Further the company has not issued any shares with differential voting rights, sweats equity shares, Bonus Shares and also not granted stock options as prescribed in Companies Act, 2013 and rules framed there under.

BUY BACK OF SECURITIES

The company has not bought back any of its securities during the financial year 2023-24.

DIVIDEND

The strength of your company lies in identification, execution and successful implementation of its projects. To strengthen the long term prospects and ensuring sustainable growth in assets & revenue, it is important for your company to evaluate various opportunities in different business verticals in which your company operates. Your company continues to explore newer opportunities.

Your Board of Directors, considers this be in strategic interest of the company and believes that this will greatly enhance the long term shareholder’s value. In order to fund company’s projects and assignments in its development, expansion and implementation stages, conservation of funds is of vital importance. Therefore, your Board has not recommended any dividend for the financial year ended 31 “March, 2024.

TRANSFER TO RESERVES:

During the year under review, there was no amount transferred to any of the reserves by the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review the company has transfer the amount of Rs. 120015.56 to the Investor Education and Protection Fund (IEPF) under “other head” of the Form, as the said fund were lying in the mirror account called Funding Account of the Unpaid Dividend Account. The Company has designated Mr. Sourabh Vishnoi as a Nodal Officer for the purpose of IEPF. The details of nodal officer are available on website of the Company “www.anikgroup.com”.

3. ANNUAL RETURN:

The Annual Return of the Company in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company “www.anikgroup.com”.

4. COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of applicable Secretarial Standards issued by Institute of Company Secretaries of India.

5. DIRECTORS RESPONSIBILITIES STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s), including audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

Accordingly, pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors to the best of their knowledge hereby state and confirm that:

a. That in the preparation of the annual accounts for financial year ended 31^st March, 2024; the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That 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 financial year and of the profit/loss of the Company for that period;

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That the Directors have prepared the annual accounts on a going concern basis;

e. That the Directors have laid down internal financial controls, which are adequate and are operating effectively;

f. That 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.

6. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Board of Directors comprises 7 (Seven) Directors, included 4 (Four) Independent Directors. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations.

During the year under review, following changes that took place in the Directors and Key Managerial Personnel of the Company. Further,

• Mr. Nilesh Jagtap (DIN: 08206539), was re-appointed as Independent Director of the Company for Second term of 5 (Five) years commencing from 25^th August, 2023 to 24^th August, 2028 by the members of the company in their 46^thAnnual General Meeting held on 27^th September, 2022;

• Mr. Shivam Asthana (DIN: 06426864), was re-appointed as Whole-time Directors of the Company for the period of 3 (Three) years w.e.f. 18^th July, 2023, by the Board of Directors at their Meeting held as on 12^th July, 2023 on the recommendation of Nomination & Remuneration Committee of the Board and his appointment was confirmed by the members of the Company in their 47^thAnnual General Meeting held on 04^th September, 2023

• The Board of directors of the Company appoint Mr. Navin Prakash Dashora (DIN: 05337891), as additional non-executive Independent Director of the Company in their Meeting held on 05^th August, 2023 for the first term of 5 (Five) years commencing from 05^th August, 2023 to 04^th August, 2028 and his appointment was confirmed by the members of the Company in their 47’¹’Annual General Meeting held on 04^th September, 2023

• The second consecutive term of Mr. Vijay Kumar Rathi (DIN: 01474776), as an non-executive Independent Director of the Company was completed as on 31^st March, 2024, consequent to completion of tenure Mr. Vijay Kumar Rathi, vacate the office of Independent Director and membership/chairmanship from all the statutory committees of the Company w.e.f., 31^st March 2024;

• Mr. Ashok Kumar Trivedi (DIN: 00350507), Whole-time Director of the Company, retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment, In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company.

Further Mr. Ashok Kumar Trivedi (DIN: 00350507), was re-appointed as Whole-time Directors of the Company for the period of 3 (Three) years and 3 (Three) months with effect from 01^st April, 2024, by the Board of Directors at their Meeting held as on 29^th March, 2024, and his appointment was also confirmed by the members of the Company, by passing Special Resolution dated 27⁴¹ June, 2024 through Postal Ballot.

• Mrs. Amrita Koolwal, has resigned from the post of non-executive Independent Director of the Company w.e.f, 01^st July, 2024 due to some personal reasons and unavoidable circumstances;

Further note that consequent to the resignation of Mrs. Amrita Koolwal, as a Non-executive Independent Director of the Company, her membership from the Audit Committee, Stakeholder’s Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee of the Board have also ceased to exist w.e.f. 01^st July, 2024

• The Board of directors of the Company appointed Ms. Bhagyashree Chitnis (DIN: 10669566), as additional non-executive Independent Woman Director of the Company in their Meeting held on 01^st July, 2024 for the first term of 5 (Five) years commencing from 01^st July, 2024 to 30’¹’ June, 2029, subject to the approval of members in the ensuing Annual General meeting of the Company

• Mr. Manish Shahra (DIN: 00230392), was re-appointed as Managing Directors of the Company for the period of 3 (Three) years with effect from 01^st July, 2024, by the Board of Directors at their Meeting held as on 01^st July, 2024, subject to the approval of members in the ensuing Annual General meeting of the Company;

The Board recommends the appointment/Re-appointments for your approval in the best interests of the Company, Further the relevant details of directors proposed for appointment/Re-appointments forms part of the Notice convening 48^th Annual General Meeting of the Company.

Declaration by Directors:

During the year, declarations received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified holding office as director.

Further, all the Directors and senior management personnel of the Company affirmed compliance with the Code of Conduct for the financial year 2023-24 and the declaration in this respect appears elsewhere in the Annual Report.

Declaration by Independent Directors:

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

In compliance with Rule 6 (1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 the IICA will conduct the Online Proficiency Self-Assessment through the Independent Director’s Databank platform. The Independent Directors shall require passing the Online Proficiency Test. In among 4 Independent Directors of the Company, 1 Independent Director has cleared the Online Proficiency Test and rests Independent Directors are exempted for passing Online Proficiency Test.

7. MEETINGS OF BOARD OFDIRECTORS AND THETR COMMITTEES:a) Board Meetings:

As on 31^st March, 2024, the Board of Directors comprises 7 (Seven) Directors, included 4 (Four) Independent Directors. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations.

During the financial year 2023-24 the Board of Directors met 7 (Seven) times on 06.06.2023, 12.07.2023, 05.08.2023, 12.08.2023, 09.11.2023, 14.02.2024 and 29.03.2024. The time gap between any two meetings did not exceed 120 (One Hundred Twenty) days. Further details in this respect are given in the Corporate Governance Report which is a part of this Report.

b) Audit Committee:

The constitution of the Committee meets with the requirement of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee reviewed the reports of the internal auditors, the reports of the statutory auditors arising out of the quarterly, half-yearly, and annual audit of the accounts; considered significant financial issues affecting the Company and held discussions with the internal and statutory auditors and the Company Management during the year.

During the financial year 2023-24 the members of the Audit Committee met 7 (Seven) times on 06.06.2023, 12.07.2023,

05.08.2023.12.08.2023, 09.11.2023, 14.02.2024 and 29.03.2024. Further details in this respect are given in the Corporate Governance Report which is a part ofthis Report.

c) Nomination and Remuneration Committee:

The constitution of the Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee decides annual bonus/variable pay pool and policy for its distribution across the executives and nonunionized supervisors, within the prescribed limits.

During the financial year 2023-24 the members of the Nomination and Remuneration Committee met 4 (Four) times on 06.06.2023,

12.07.2023, 05.08.2023 and 29.03.2024. Further details in this respect are given in the Corporate Governance Report which is a part of this Report.

d) Stakeholder’s Relationship Committee:

The constitution of the Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee entrusted with the responsibility to address the stakeholders and investor’s requests/complaints like transfer of shares, non-receipt of annual report, non-receipt of dividends, etc. The Committee also evaluates performance and service standards of the Registrar and Share Transfer Agent (RTA) of the Company, and also provides continuous guidance to improve the service levels for investors. The Board has delegated the power of approving transfer of securities to the RTA and / or the Company Secretary

During the financial year 2023-24 the members of the Stakeholder’s Relationship Committee met 6 (Six) times on 30.05.2023, 16.06.2023,

12.07.2023, 31.07.2023, 09.11.2023 and 29.03.2024. Further details in this respect are given in the Corporate Governance Report which is a part ofthis Report.

e) Risk Management Committee:Not applicable as the Company is not covered under top 1000 listed entity, determined on the basis of market capitalization as at the end of immediate preceding Financial Year.f) Corporate Social Responsibility Committee:

The constitution of the Committee meets with the requirement of section 135 Companies Act, 2013 read with rules made there under. The formation/review of CSR and Sustainability policy, monitoring the progress of the CSR and Sustainability works to ensure that they are carried out in terms of sanction

During the financial year 2023-24 the members of the Corporate Social Responsibility Committee met 3 (Three) times on 30.05.2023, 09.11.2023 and 29.03.2024. Further details in this respect are given in the Corporate Governance Report which is a part ofthis Report.

g) Independent Directors’ Meeting:

In due compliance with the provisions of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of Independent Directors was held on 29.03.2024.

Familiarization programmes for the Independent Directors:

Familiarization programmes for the Independent Directors was conducted to familiarize them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc. are available on the website of the Company at the link: https://www.anikgroup.com/upload/inYestors file/CTI1711951308.pdf

8. FORMAL ANNUAL EVALUATION

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation”) contain provisions for the evaluation of the performance of:

(i) the Board as a whole,

(ii) the individual directors (including independent directors and Chairperson) and

(iii) various Committees of the Board.

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, the Company is required to disclose the manner of formal annual evaluation.

The Board evaluation exercise for financial year 2023-24 was carried out by way of internal assessments done based on a combination of detailed questionnaires and verbal discussions.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

It is hereby informed that the Company does not have any Joint Ventures and Associates companies; further following is the particulars of details of Subsi iary:

Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company had prepared consolidated financial statements of the Company and its subsidiary and a separate statement containing the salient features of financial statement of subsidiary in Form AOC-1 is given in the “Annexure A” which forms part of this Annual Report.

Further pursuant to the Regulation 16 of the SEBI Listing Regulations, Revera Milk & Foods Private Limited, qualified as “material subsidiary” of the Company for FY 2023-24. Accordingly, Mr. Nilesh Jagtap, Independent Director served on the Board of the Company as well as on the Board of Revera Milk & Foods Private Limited, complying with requirements of Regulation 24 of the SEBI Listing Regulations

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 its subsidiary, are available on our website, www.anikgroup.com. These documents will also be available for inspection till the date of the AGM during business hours at our registered office of the Company.

The Company does not have any j oint venture or associate Company.

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR:

During the year under review, no companies have become or ceased to be subsidiary, joint venture and/or Associates of the company.

11. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

As per Regulation 15(2)(a) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are applicable to the company as the paid up share capital of the Company is exceeding Rupees Ten Crore and net worth of the Company is exceeding Rupees Twenty Five Crore as on the last day of the previous financial year. The Company strives to attain highest standards of corporate governance.

A report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms integral part of this report. A certificate regarding compliance of conditions of Corporate Governance Report issued by Practicing Company Secretary is attached separately to this report.

Further, the Management Discussion and Analysis Report and CEO/ CFO Certificate as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are also presented separately forming part of Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, are given in the “Annexure B” forming part of this report.

13. DETAILS PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the “Annexure C” forming part of this report.

During the year under review, none of the employee of the company is drawing more than Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. The information required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the first provision to Section 136 of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company.

Further, none of directors is drawing any remuneration or commission from any subsidiary or associate companies.

14. AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

15. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

As per the provisions of Section 178 of the Companies Act, 2013, the Board of Directors has approved a policy which lays down a framework in relation to appointment and remuneration of Directors, Key Managerial Personnel and other employees of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Directors, Key Managerial Personnel and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management while making selection of the candidates. The above policy is available on the website of the Company at www.anikgroup.com.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Company’s website i.e. www.anikgroup.com.

17. RISK MANAGEMENT

Pursuant to section 134(3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of the Company has dissolved Risk Management Committee & functions of RMC is performed by board to frame, implement and monitor the Risk Management Plan for the Company. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company is covered under section 135 and Schedule VII of the Companies Act, 2013. Accordingly CSR committee has been formulated as per the requirement and provision of the Companies Act 2013. For more details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The said Committee has developed a Policy on CSR, which has been approved by the Board of Directors. The CSR Policy may be accessed on the Company’s website at the link http://www.anikgroup.com/upload/csr_file/CTI1624079994.pdf.

Further during the year, the Company spent Rs. 12,50,000/- (Rupees Twelve Lacs Fifty Thousands only), against the total CSR obligation of Rs. 12,39,228.30/- (Rupees Twelve Lacs Thirty Nine Thousands Two Hundred Twenty Eight and Thirty paisa only/-) for the FY 2023-24 (which was in excess of the required expenditure on CSR activities). The Annual Report on CSR activities is attached as “Annexure D” forming part of this report.

A. STATUTORY AUDITORS:

As per the provisions of Section 139(1) of the Act, the Company had appointed M/s. S.N. Gadiya & Co. Chartered Accountants (Firm Registration No. 02052C), as Statutory Auditors for a period of 5 (Five) years in the Annual General Meeting of the company held on 28^th September 2019 and the term of M/s. S.N. Gadiya & Co. Chartered Accountants (Firm Registration No. 02052C), Statutory Auditors of the Company expires at the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors of the Company at their meeting held on 02^nd September, 2024, on the recommendation of the Audit Committee, have recommended the appointment of M/s B. Shroff & Company, Chartered Accountants (Firm Registration No. 006514W), as the Statutory Auditors of the Company to the Members at the 48^th Annual General Meeting of the Company for an initial term of 5 years. Accordingly, a resolution, proposing appointment of M/s B. Shroff & Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 48^th Annual General Meeting till the conclusion of 53^rd Annual General Meeting of the Company pursuant to the Section 139 of the Companies Act, 2013, forms part of the Notice calling 48^th Annual General Meeting of the Company. In this regard, the Company has received a certificate to the effect that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The notes referred to by the Auditors in their Report are self explanatory and hence do not require any explanation. Further, there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of Section 143 of Companies Act, 2013

B. SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Ajit Jain & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is annexed herewith as “Annexure E” forming part of this report.

Further in compliance with Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report of Revera Milk & Foods Private Limited for the financial year 2023-24 is also annexed herewith as “Annexure F” forming part of this report.

ANNUAL SECRETARIAL AUDIT REPORT:

The comments referred to by the Secretarial Auditors in their Report are self explanatory except the following:

> Secretarial Auditors Comment and Explanation of Board of Directors:

1. The Financial Results for the quarter and financial year ended 31^s' March, 2023 to be submitted under Regulation 33 of SEBI (Listing Obligation andDisclosure Requirement) Regulation, 2015 was not submitted to both the Stock Exchanges within due time.

Explanation: The Meeting of Board of Directors of the Company which was originally scheduled at Tuesday, 30^th May, 2023, for the Approval of (Standalone and Consolidated) Financial Results for the quarter and financial year ended 31^st March, 2023 is adjourned for the want of quorum and the adjourned meeting was held on Tuesday, 06^th June 2023 (same day in the next week, at the same time and place).

2. The annual listing fee for the financial year 2023-24 to be paid under Regulation 14 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 were not paid to both the Stock Exchanges within due time.

Explanation: The listing fee for the year 2023-24 has already been paid to both the Stock Exchanges, but due to some unavoidable events and situations the payment were made as on 29.05.2023 i.e., after due dates the company will take care for the same in future.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Secretarial Compliance Report for the financial year ended 31^st March, 2024 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s Ajit Jain & Co., Practicing Company Secretary appointed as Secretarial Auditor and submitted to both the stock exchanges.

C. COST AUDITORS

As per the requirement of Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to carry out cost audit for Financial Year 2023-24. The Board of Directors, on recommendation of Audit Committee, has appointed, M/s. K.G. Goyal & Co., Cost Accountants (Firm Registration No.: 000017), as Cost Auditors of the Company for Financial Year 2024-25.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with the Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for Financial Year 2024-25.

The Board has appointed M/s SK Malani & Co., Chartered Accountants (Firm Registration Number: 0139090W), as Internal Auditor of the company for the financial year 2024-25 and takes their suggestions and recommendations to improve and strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations.

20. PARTICULARS OF CONTRACT OR ARRANAGEMENT WITH RELATED PARTIES U/S 188(1) AND 188(2) OF THECOMPANIES ACT, 2013:

All the related party transactions entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. None of the transactions with related parties fall under the scope of Section 188(1) of the Companies Act, 2013 (the “Act”). Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act in the prescribed Form;

A statement showing the disclosure of transactions with related parties as required under IND AS-24 is set out under Note-36 to the standalone financial statements, and Form AOC-2 is not applicable to the Company and hence does not form part of this report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at the link https://www.anikgroup.com/upload/inYestors fileZCTI1651923741.pdf.

21. DETAILS RELATING TO DEPOSITS COVERED UNDER CHAPTER V OF THE COMPANIES ACT, 2013:

During the FY 2023-24, your Company has not accepted or renewed any deposits within the meaning of section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, and, as such, no amount of principal or interest was outstanding, as on the date of the Balance Sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review the Company has not given any guarantees or made investment or provide any securities to any other companies, however company have advanced loan to M/s Patan Agro Products Private Limited and M/s Nirbhay Multitrade Private Limited, in compliance with the provisions of Section 186 of the Companies Act, 2013 and rules made thereunder.

23. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year 2023-24 to which these financial statements relate and the date of this Report.

24. ADDITIONAL DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:> Details of Application made or any proceeding pending under The Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year:

NA

> Order(s) Passed by Regulator(s), Court(s), Tribunal(s) impacting the going concern status and company Status:

During the year under review, no order was passed by any Regulator(s), Court(s), Tribunal(s) that could affect the going concern status of the Company and the Company is operating in an efficient manner. However subsequent to favourable order of Hon'ble DRT Jabalpur dated 20.01.2023 in OA No. 497/2017 in the matter of Corporate guarantee given by the company to Suman Agritech Limited for a limited period of time, IDBI Bank filed appeal before the Hon’ble Debt Recovery Appellate Tribunal, Allahabad but thereafter under settlement arrangement with IDBI Bank it has withdrawn said appeal as well as also withdrew petition filed at NCLT, Mumbai filed against your company in the capacity of financial creditor in limited period corporate guarantee matter provided earlier to Suman Agritech Ltd.

> The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Not Applicable, as there was no One Time Settlement of loan taken from Banks or any financial Institutions. Hence, the difference in valuation does not arise.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under the policy. An Internal Complaints Committee (ICC) has also been set up to redress complaints received on sexual harassment. There was no complaint received from any employee during the financial year 2023-24 and hence no complaint is outstanding as on 31“ March, 2024 for redressal.

26. INTERNAL FINANCIAL CONTROLS

The Company has a proper internal control system, which provides adequate safeguards and effective monitoring of the transactions and ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition.

The Company has an internal audit system from an outside agency, which ensures that the Company’s control mechanism is properly followed and all statutory requirements are duly complied with. Moreover, the audit committee of the Company comprising majority of independent directors regularly reviews the audit plans, adequacy of internal control as well as compliance of accounting standards. Also the Whole Time Directors/CFO has the responsibility for establishing and maintaining internal controls for financial reporting and that they also have the overall responsibility to evaluate the effectiveness of internal control systems of the company pertaining to financial reporting and they have to disclose to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify the deficiencies.

27. OTHER STATUTORY DISCLOSURES:A. CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report. The Consolidated Financial Statements are prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

B. INSURANCE

All properties and insurable interests of the Company have been adequately insured.

C. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all the employees in maintaining cordial relations.

D. PAYMENT OF LISTING FEE AND DEPOSITORY FEE

The Equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The listing fee for the year 2024-25 has already been paid to both the Stock Exchanges and The Annual Custodial Fees for the year 2024-25 has been paid to National Securities Depository Limited and Central Depository Services Limited.

E. DEMATERIALISATION

The company’s shares are presently held in both electronic and physical modes.

F. INDUSTRIAL RELATIONS

Company’s Industrial relations continued to be healthy, cordial and harmonious during the period under review.

G. PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading) Regulations, 2015; The Details of the said code is available on website of the Company at the link: http://www.anikgroup.com/upload/inYestors file/CTI1622627600.pdf.

H. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are not applicable to your Company for the financial year ending 31“ March, 2024.

I. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has not failed to implement any Corporate Actions within the specified time limit.

J. CREDIT RATING

During the year under review the Credit Rating of the company is reviewed and revised thereto for bank facilities of the Company during Financial Year 2023-24 as under:

K. REVISION IN FINANCIAL STATEMENTS OR BOARDS REPORT U/S 131(1) OF THE COMPANIES ACT, 2013:

In terms of Section 131 of the Companies Act, 2013, the Financial Statements and Board’s Report are in compliance with the provisions of Section 129 or Section 134 of the Companies Act, 2013 and that no revision has been made during any of the three preceding financial years.

L. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The details pertaining to Demat Suspense account/ Unclaimed Suspense account are included in the Corporate Governance Report, which forms part of this report

M. OTHER DISCLOSURES:

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

28. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to all of the employees of the Company for their enormous personal efforts as well as their collective contribution during the year. The Directors would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and all other business associates for their continuous support given to the Company and their confidence in the management.

For and on behalf of the Board of Directors Manish Shahra

Place: Indore Chairman & Managing Director

Dated: 02^nd September, 2024 DIN: 00230392