Directors Report of Baba Food Processing (India) Ltd.

Mar 31, 2024

The directors are pleased to present before you the 9^th Annual Report of the Company along with the audited financial statement for the year ended on 31^st March 2024.

1. FINANCIAL SUMMARY

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 and for the previous Financial Year ended on 31^st March, 2023 is given below:

Rs. In Lacs
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Gross Revenue	18,420.13	18,953.95	18,420.13	18,953.95
Profit Before Interest & Depreciation	1229.13	1104.53	1230.64	1104.53
Depreciation	177.86	163.32	1 78.02	163.32
Profit before Tax (PBT)	838.52	694.84	839.87	694.84
Provision for Tax	211.82	186.43	211.92	186.43
Profit After Tax (PAT)	613.93	500.44	615.18	500.44
Proposed Dividend	-	-	-	-
Profit for the year c/f to R/S	613.93	500.44	615.18	500.44
Earnings Per Share (EPS)	4.49	4.17	4.52	4.17

2. PERFORMANCE DURING THE YEAR UNDER REVIEW:

For the financial year 2023-2024, your Company recorded net revenue of Rs. 1842.01 million as against Rs. 1895.40 million in the previous year. Indeed, revenue deep is seen by 2.81% but if we look into manufacturing activities there is 3% revenue growth. Further 4% revenue deep is due to decrease in price than in comparisons to previous year.

For the financial year 2023-2024, the Company achieved Profit before tax of Rs. 83.852 million as against Rs. 69.484 million for previous financial year. The major driver for the increase in profit is increasing production for its own marketing, increase in retail sale, better purchase price parity etc.

3. CHANGES IN SHARE CAPITAL

During the year the Authorised Share Capital was increased from Rs. 5 Crores to Rs. 17.50 Crores divided into 1,75,00,000 Equity Shares of Rs. 10/- each and as on 31st March, 2024, the Authorised Share Capital of the Company is Rs. 17.50 Crores.

During the year, Company issued and allotted 72,00,003 Equity Shares of Rs. 10/- each in month of May 2023 as Bonus Shares in the ratio of 3:2 shares. Further, 43,26,400 Equity Shares of Rs. 10/- each were issued under Initial Public Offer ("IPO") in November 2023 at a premium of Rs. 66 per Equity Share. The Paid-Up Share Capital as on 31st March, 2024 is Rs. 16,32,64,030/- divided into 1,63,26,403 Equity Shares of Rs. 10/- each.

As on 31st March, 2024, all the Equity Shares of the Company were traded in electronic form as all the Equity Shares are held in Dematerialized Form except for 6 Equity Shares which are held in physical form.

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, employees stock option and did not purchase its own shares. Hence, there is no information to be provided as required under Rule 4(4), Rule 8(13), Rule 12(9) and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 and Section 62 of Companies Act, 2013.

4. DIVIDEND

The Directors have decided to plough back the earnings in the growth of business and for this reason, have decided, not to recommend any Dividend for the year under review.

The provisions of regulation 43A (2) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 regarding establishment of a Dividend Distribution Policy are not applicable to the company.

5. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business of the Company during the year under review.

6. CASH FLOW STATEMENT

The Cash Flow Statement for the financial year ended 31 March, 2024 prepared in accordance with accounting standard -3, ‘Cash Flow Statement'' is attached and forming part of the financial statements of the Company.

7. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company has been placed on the website of the Company and can be accessed at www.babafood.in

8. DIRECTORS & KEY MANAGEMENT PERSONNEL i. Composition of Board & Board Meetings

The Board of Directors of the Company has an optimum combination of Executive, NonExecutive and Independent Directors. As on the 31 st March, 2024, the Board comprises of 6 (Six) Directors, out of which 2 are Executive Directors and 4 are non-Executive that includes two Woman Directors. The Chairman of the Board is an Executive Director.

The Directors of the Company met at regular intervals with the gap between two meetings not exceeding 120 days to take a view of the Company''s policies and strategies apart from the Board matters. The notices of the Board meetings are given well in advance to all the Directors of the Company. Additional meetings were held depending upon the requirements of the Company.

During the year under review, the Board of Directors met 16 (Sixteen) times and Board Meetings were held as on the following dates:

	Sl. No.	Date of the Meeting
	1	18.05.2023
	2	27.05.2023
	3	29.05.2023
	4	03.06.2023
	5	05.06.2023
	6	1 9.06.2023
	7	30.06.2023
	8	20.07.2023
	9	24.07.2023
	10	08.09.2023
	11	18.09.2023
	12	19.10.2023
	13	25.10.2023
	14	09.11.2023
	15	27.11.2023
	16	24.02.2024
	Attendance of the Directors
Sl. No.			Name of the Director	No. of Board Meeting
				Held		Attended
1.			Mr. Yogesh Kumar Sahu	16		16
2.			Mrs. Binita Sahu	16		16
3.			Mr. Rajesh Agrawal	16		16
4.			Mr. Raj Kumar Lakhotia	8		5
5.			Mrs. Sasmita Mohanty	8		6
6.			Mr. Sanchit Jaiswal	8		5

ii. Appointment and Cessation

During the year under review, the following changes were made in the composition of the

Board of Directors of the Company:

a. Appointment of Mr. Yogesh Kumar Sahu as the Managing Director of the Company w.e.f. July 04, 2023;

b. Change in designation of Mrs. Binita Sahu as Non-Executive Woman Director w.e.f. July 04, 2023;

c. Appointment of Mr. Rajesh Agrawal as Additional Director w.e,f, May 18, 2023;

d. Change in designation of Mr. Rajesh Agrawal as Whole Time Director w.e.f. July 04, 2023;

e. Appointment of Mr. Rajesh Agrawal as Chief Financial Officer of the Company w.e.f. July 20, 2023;

f. Appointment of Ms. Ashana Vij, a Member of Institute of Company Secretaries of India as Company Secretary & Compliance Officer of the Company w.e.f. July 20, 2023;

g. Appointment of Mr. Raj Kumar Lakhotia as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. July 20, 2023;

h. Appointment of Mrs. Sasmita Mohanty as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. July 20, 2023; and

i. Appointment of Mr. Sanchit Jaiswal as an Additional Director (Non-Executive & Independent) on the Board of the Company w.e.f. July 20, 2023.

The appointment of the additional directors was regularized at the EGM held on July 24, 2023,

iii. Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, none of the Directors were liable to retire by rotation during the year under review.

iv. Key Managerial Personnel

As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:

a. Mr. Yogesh Kumar Sahu, Chairman & Managing Director;

b. Mr. Rajesh Agrawal, Whole Time Director & Chief Financial Officer; and

c. Ms. Ashana Vij, Company Secretary & Compliance Officer.

9. DIRECTOR''S RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013 to the best of their knowledge and belief the Board of Directors hereby submit that:

a) In the preparation of the Annual accounts, for the year ended on March 31,2024 the applicable accounting standards have been followed and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31,2024;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the Annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

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

10. COMMENT ON AUDITOR''S REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the auditors in their report for the financial year ended on March 31,2024.

11. PARTICULARS OF LOANS, GUARANTEES OF INVESTMENTS MADE UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, investment, guarantees and securities covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the financial statement.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has one wholly-owned Subsidiary, Panchakanya Foods Private Limited. There is no Associate Company within the meaning of Section 2(6) of the Companies Act, 2013. Further, there has been no material change in the nature of business of the Subsidiary during the financial year 2023-24.

13. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the financial year 2023-24 are prepared in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder, applicable Accounting Standards and SEBI Listing Regulations.

The Consolidated Financial Statements have been prepared by consolidating the audited Financial Statements of the Company and its Subsidiary. Further, pursuant to the proviso of sub section (3) of section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 a separate statement containing the salient features of the financial statements of Subsidiaries in the prescribed form AOC-1 is attached as Annexure I and forms part of this report.

The Financial Statements of the Subsidiary Company and related information is also available for inspection by the members at the Registered Office/ Corporate Office of the Company during business hours on all days except Sunday and holiday upto the date of Annual General Meeting ("AGM") as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at the Registered Office/ Corporate Office of the Company.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENT MADE WITH RELATED PARTIES

During the year under review, contracts or arrangements entered into with the related party, as defined under Section 2(76) of the Companies Act, were in ordinary course of business and at arm''s length basis. Details of the transactions pursuant to Compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are enclosed herewith as Annexure II.

During the year the Company has not entered into any materially significant related party transactions which may have potential conflict with the interest of the Company at large. Suitable disclosures as required in AS-18 are provided, which is forming the part of the notes to financial statement.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its internal financial control system commensurate with operations of the Company. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, and the accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The head of Internal Audit together with External Audit consults and reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects.

16. RESERVES

The Company has Closing Balance of Rs. 4263.76 Lacs as Reserve and Surplus as on 31.03.2024. The Closing Balance of Reserve and Surplus is bifurcated as follows:

Sl. No.	Particulars	Amount (Rs. In Lacs)
1	Opening Balance	1227.53
2	Utilised for Issue Bonus Share	(720.00)
3	Profit for the year	613.93
4	Subsidy Reserve Account	792.42
5	Security Premium	2855.42
6	Initial Public Issue Expenses	(505.54)
	Total	4263.76

17. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

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

18. CONVERSION

During the year under review the Company was converted from Private Limited Company to Public Limited Company, accordingly the name of the Company was changed from "Baba Food Processing (India) Private Limited" to "Baba Food Processing (India) Limited" w.e.f. July 20, 2023 pursuant to Special Resolution Passed by the members in the Extra Ordinary General Meeting held on May 27, 2023.

19. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last seven years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government pursuant to the provision of Section 125(e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

20. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Energy:

i) The steps taken or impact on conservation of energy:

The Company lays great emphasis on savings in the cost of energy consumption. Therefore, achieving reduction in per unit consumption of energy is an ongoing exercise in the company. The Company ensures optimal use of energy with minimum extent of wastage as far as possible. The day-to-day consumption is monitored in an effort to save energy.

ii) The steps taken by the Company for utilizing alternate source of energy:

The Company is exploring an alternate source of energy for internal generation of power for captive consumption.

iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment.

B. Technology Absorption:

The Company is always in pursuit of finding the ways and means to improve the quality and reduce the cost of its products. The company has not imported any technology during the year nor has separate independent research and development activity and hence as such no material amount of expenditure was incurred on technology and research and development activity.

C. Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and outgo is Nil.

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place, a mechanism to identify, assess, monitor and mitigate various risks towards the key business objectives of the Company. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

22. DECLARATION OF INDEPENDENT DIRECTORS

The independent directors of the Company Mr. Raj Kumar Lakhotia, Mrs. Sasmita Mohanty and Mr. Sanchit Jaiswal have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Companies Act 2013 and they qualify to be the Independent Directors. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmations were noted by the Board.

23. FORMAL ANNUAL EVALUATION PROCESS BY BOARD

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations etc were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at separate meeting held of Independent Directors of the Company.

24. CORPORATE GOVERNANCE

Since the Company''s securities are listed on EMERGE SME Platform of NSE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board''s Report.

25. CREDIT RATING

The Company has no credit rating during the year under review.

26. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has not accepted any deposits during the year under review.

27. STATUTORY AUDITORS

Members of the Company in 8th Annual General Meeting of the Company held on 04.07.2023 appointed M/s Sumit Mohit & Co. (FRN: 021502N), Chartered Accountants as the statutory auditor of the Company for the tenure of five years starting from the conclusion of 8th Annual General Meeting till the conclusion of 13^th Annual General Meeting.

28. SECRETARIAL AUDITOR

The Board appointed M/S Birendra Banka & Associates, Company Secretaries to conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31^st March, 2024 is enclosed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

29. INTERNAL AUDITOR

The Company was listed w.e.f. November 15, 2023 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Hardeep Malhotra, Chartered Accountants as the Internal Auditor for the financial year 2023- 2024.

30. COMMITTEES OF THE BOARD

A. Audit Committee

The Audit Committee is duly constituted in accordance Section 1 77 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015.

The Audit Committee was constituted on 24^th July, 2023.

During the year under review, meeting of Audit Committee was held on 08th September, 2023, 27th November, 2023 and 24th February, 2024 and attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of the Committee Meeting attended
Mr. Raj Kumar Lakhotia, Independent Director	Chairman	3	3
Mr. Sanchit Jaiswal, Independent Director	Member	3	3
Mr. Rajesh Agrawal, Whole-time Director	Member	3	3

B. Nomination & Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time.

The Nomination and Remuneration Committee was constituted on 24^th July, 2023.

During the year under review, Meeting of Nomination and Remuneration Committee was held on 24th February, 2024 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of the Committee Meeting attended
Mrs. Sasmita Mohanty, Independent Director	Chairperson	1	1
Mr. Raj Kumar Lakhotia, Independent Director	Member	1	1
Mr. Sanchit Jaiswal, Independent Director	Member	1	1

C. Stakeholder''s Relationship Committee

The Stakeholders Relationship Committee was constituted on 24^th July, 2023 and is in compliance with the requirements of Section 1 78 of the Companies Act, 2013.

During the year under review, meeting of Stakeholders Relationship Committee was held on 24th February, 2024 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of the Committee Meeting attended
Mr. Sanchit Jaiswal, Independent Director	Chairman	1	0
Mrs. Binita Sahu, Non-Executive NonIndependent Director	Member	1	1
Mr. Rajesh Agrawal, Executive Director	Member	1	1

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Corporate Social Responsibility Committee is constituted in accordance with Section 135 of the Companies Act, 2013 read with applicable rules as amended from time to time.

During the year under review, meeting of Corporate Social Responsibility Committee was held on 24th February, 2024 and the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meeting entitled	No. of the Committee Meeting attended
Mrs. Binita Sahu, Non-Executive Non-Independent Director	Chairperson	1	1
Mrs. Sasmita Mohanty, Independent Director	Member	1	1
Mr. Rajesh Agrawal, Executive Director	Member	1	1

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal that could affect the going concern status and Company''s operation in future.

32. MANAGERIAL REMUNERATION

Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are enclosed as Annexure IV.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure V hereto and forms part of this Report.

34. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conductive work environment to its employees. Your directors further state 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.

35. CSR EXPENDITURE

During the year Company was required to spend an amount of Rs. 8,57,608 towards CSR (Corporate Social Responsibility) and it has spent Rs. 8,60,752 in the activities covered under Section 135 read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The annual report on Corporate Social Responsibility activities, as required under Sections 134 and 135 of the Companies Act, 2013 read with (Corporate Social Responsibility Policy) Rules, 2014 is provided in Annexure VI which forms the part of this Report.

36. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.

37. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards - 1 and Secretarial Standards - 2 issued by the Institute of Company Secretaries of India and approved by the Central Government.

38. COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The company''s equity shares are listed on EMERGE SME Platform of NSE. The company has paid the Annual Listing Fees to NSE for the Financial Year 2024-25.

All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly made by the company.

39. REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed MAS Services Limited as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.

40. COMPLIANCE OFFICER

The Compliance Officer of the Company is Ms. Ashana Vij who is the designated Company Secretary of the Company.

41. HUMAN RESOURCE

The Company considers its Human Resource as the key to achieve its objective. Keeping this in view, your Company takes utmost care to attract and retain quality employees. Your Company appreciates the spirit of its dedicated employees.

42. ACKNOWLEDGEMENTS

Your directors would like to place on record their appreciation for the support to the Company received from the Employees at all levels. Our growth was made possible by their hard work, solidarity, cooperation and support. We would also like to thank our Bankers, Associates and all other clients and well-wishers.

---

Mar 31, 2023

The directors have pleasure in presenting the Annual Report of your company, together with the Audited Accounts for the year ended 31 March 2023.

FINANCIAL SUMMARY

The company has earned a profit of Rs.5,00,45,000.00 for the year ended 31 March 2023. The break-up of profit is given as follows:

(Amount in Lakhs)
Particulars	2022-2023	2021-2022
Sales	18,953.95	9,711.10
Net Profit/(Loss) (PBDT)	858.17	400.28
Less: Depreciation	163.31	116.12
Profit after depreciation but before tax (PBT)	694.86	284.16
Less: Taxes	194.41	130.93
Net profit / (loss) for the period	500.45	153.23
No. of Shares	480.00	480.00
EPS	10.43	3.19
Proposed Dividend	0.00	0.00
Dividend tax	0.00	0.00
Balance of Profit Carried to B/S	500.45	153.23

DIVIDEND

The company does not propose any dividend during the current year.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

The board does not propose any amount to carry to any specific reserves.

STATE OF COMPANY’S AFFAIRS

During the current financial year, the company has made Net Profit of Rs 5,00,45,000.00 as compared to Net Profit Rs 1,53,23,000.00 made in previous financial Year.

CHANGES IN NATURE OF BUSINESS

There are no significant changes had been made in the nature of the company during the financial year.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE DATE OF BALANCE SHEET AND THE DATE OF AUDIT REPORT

No significant material changes and commitments have occurred between the date of the balance sheet and the date of the audit report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There are no significant and material orders passed by Regulators/Court/Tribunals against the company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal control systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used.

SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE

There is no Subsidiary Company or Joint Venture or Associate Company of the Company.

DEPOSITS

During the financial year, Company has not accepted any type of deposits. Neither, any type of deposits of previous year is Unpaid or Unclaimed during the financial year.

STATUTORY AUDITORS

The Company had appointed M/s Sumit Mohit & Co, Chartered Accountants, (FRN: 021502N), as Statutory Auditors of the Company on 27^th May 2023 to hold office till the ensuing Annual General Meeting in order to fill casual vacancy caused by resignation of existing auditors, M/s N. K Kejriwal & Co, at such remuneration plus Goods and Service Tax, out-of-pocket, travelling and living expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the Auditors.

As required under the provision of Section 139(1) of the Companies Act, 2013, the Company had received a

written consent from M/s Sumit Mohit & CO, Chartered Accountants, (FRN: 021502N) to their appointment and a certificate, to the effect that their appointment, is in accordance with the Companies Act, 2013 and the rules framed there under and that they satisfy the criteria provided in section 141 of the Companies Act, 2013.

The Auditor’s Report of the company for the financial year ended March 31, 2023 does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

Auditors had not made any qualification or did not make any adverse remark in their report regarding financial statements. Therefore, there is no need for any clarification or any comment on Auditors report.

SHARE CAPITAL

During the financial year, the Company had not issued any Equity Shares with Differential rights, any Sweat Equity Shares and any Employee Stock Options.

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

A) Conservation of Energy: Nil

B) Technology Absorption: Nil

C) Foreign Exchange earnings and outgo:

The company has no foreign exchange earnings and outgo transactions during the current financial year. CORPORATE SOCIAL REPONSIBILTY(CSR)

Provisions of Corporate Social Responsibility are not applicable to the Company. Accordingly details of activities have not been attached in the format specified in the annexure of Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS

A) Changes in Directors and Key Managerial Persons: -

There were no changes in the management of the Company.

Directors of the Company as on 31.03.2023 are

S. No.	Name	Designation
1.	Yogesh Kumar Sahu	Director
2.	Binita Sahu	Director

B) Declaration by an Independent Director(s) and reappointment, if any: -

The Board of Directors of the company hereby confirms that they have received the declaration of fulfilling the criteria of Independent Director specified in subsection (6) of section 149 of the Companies Act, 2013 from all the

independent directors if appointed during the year.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company has conducted 11 number of meetings during this financial year which is i compliance to the provisions of the Companies Act, 2013.

LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has complied with provisions of the Section 186 of the Companies Act, 2013 in respect of loans a investments made or guarantees given or securities provided to other body corporate or persons falling under t above section, details of the same are provided in Financial Statements.

CONTRACTS OR ARRAGNEMENTS WITH RELATED PARTIES

Contracts/arrangements entered into with the related parties, during the Financial Year, were at arm’s length basis and in the ordinary course of business, details of the same is provided in Financial Statements, details of the same is provided in AOC-2 attached with this report as Annexure- 1.

MANAGERIAL REMUNERATION

Provision of details of Managerial Remuneration required to be Disclosed in Boards Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to Company.

There is no employee who is withdrawing remuneration more than 60 Lacs per annum, more than 5 Lacs per month and more than remuneration of Managing Director or Whole Time Director.

RISK MANAGEMENT POLICY

Risks are event, situation or circumstances which may lead to negative consequences on the company’s businesses. Risk management is a structured approach to manage uncertainty. A formal enterprise-wide approach to Risk Management is being adopted by the company and key risks will now managed within unitary framework. As a formal roll-out, all business divisions and corporate function will embrace risk management policy and guidelines, and make use of these in their decisions making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the company’s business systems and processes, such that our responses to risks remain current and dynamic.

DIRECTOR’S RESPONSIBILTY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:

(i) In the preparation of the accounts for the financial year ended 31 March 2023 the applicable accounting standards have been followed along with proper explanations relating to material departures;

(ii) The directors have selected such accounting policies and applied them consistently and make judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the said financial year and of the profit and loss of the company for the said financial year;

(iii) t he directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) The directors have prepared the accounts for the year ended 31 March 2023 on a ''going concern'' basis.

(v) 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.

ACKNOWLEDGEMENTS

Your company takes this opportunity to thank all the Shareholders and investors of the company for their continued support.

Your directors wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.