Directors Report of Chatha Foods Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 28^th Board Report of Chatha Foods Limited (CIN: L1531OPB1997PLC020578)

formerly known as Chatha Foods Private Limited (“the Company”), together with the Audited Financial Statements for the Financial
Year ended March 31, 2025.

I. Financial Summary: R in Lakhs)

Particulars	For the period ended on March 31,2025	For the period ended on March 31,2024
Revenue from Operations	15716.59	13,379.93
Other Income	114.47	3.27
Total Income	15,831.05	13,383.20
Total Expenses	15,000.11	12,527.33
Profit before exceptional and extraordinary items	830.95	855.87
Exceptional items	-	-
Extraordinary items	-	-
Profit before tax	830.95	855.87
Current Tax	257.48	230.69
Deferred tax	(32.69)	8.50
Minimum Alternate Tax (MAT) credit entitlement	-	-
Profit for the year	606.15	616.68

2. State Of Company''s Affairs and Review of
Operations:

Standalone revenue from operations of? 15,716.59 Lakhs
in Financial Year 2024-25 which was 17.46 % higher than
the revenue from operations of ? 13,379.93 Lakhs in
Financial Year 2023-24.

The Company has recorded profit before tax and profit
after tax for the Financial Year 2024-25 at? 830.95 Lakhs
and ? 606.15 Lakhs, respectively as compared to the profit
before tax and Profit after tax of ? 855.87 Lakhs and ?
616.68 Lakhs, respectively for Financial Year 2023-24.

3. Change In the Nature of Business. If Any:

Throughout the financial year under review, the Company
continued its primary business activity of manufacturing
and supplying processed meat across India.There was no
change in the nature of business of company.

The Board of Directors remains confident in the
Company''s strategic direction and operational capabilities.
With a focus on growth and efficiency, they are hopeful for
an enhanced performance and a rise in revenue in the
forthcoming financial year.

4. Dividend:

In order to conserve the resources for long run working
capital requirement and expansion of business, the Board
of Directors has not recommended any Dividend for the
financial year ended March 31,2025.

5. General Reserves:

During the period under review the Company has not
transferred any amount to the General Reserves for the financial
Year ended March 31,2025.

6. Share Capital:

♦ Authorised Share Capital:

During the financial year under review, there was no change in
the Authorised Share Capital of the Company. The Authorised
Share Capital of your Company as on March 31, 2025 is Rs.

25.00. 00.000/- (Rupees Twenty-Five Crore only) comprising of

2.50.00. 000 (Two Crore Fifty lacs only) equity shares of the face
value of Rs 10 (Ten Rupees).

♦ Issued and Paid-Up Share Capital:

During the financial year under review, the Company issued
15,85,000 (Fifteen Lakh Eighty-Five Thousand) equity shares of
face value ? 10/- each, fully paid-up, for cash consideration, to
Non-Promoter Investors on a preferential basis. These shares
were allotted at an issue price of ? 127/- per share (including a
premium of ? I 17/- per share), aggregating to a total
consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-FiveThousand Only).

Consequent to the above allotments, the Issued, Subscribed and
Paid-Up share capital of your Company as on March 31,2025 is
Rs. 24,08,18,790/- (Rupees Twenty-four Crore Eight Lakh
Eighteen Thousand Seven Hundred and Ninety Only) divided
into 2,40,81,879 (Two Crore Forty Lacs Eighty-One Thousand

Eight Hundred and Seventy-Nine) of the face value of Rs 10 (Ten
Rupees) each.

♦ Warrants:

During the period under review, the Company has further issued
1,19,000 (One Lakh Nineteen Thousand) fully convertible
warrants (''Warrant(s)'') and each warrant is convertible into one
equity share of face value of? 10/- (Rupees Ten Only) each fully
paid-up (''Equity Share'') of the Company, at any time within 18
(eighteen) months from the date of allotment of the Warrants as
per the SEBIICDR Regulations, at a price (including the warrant
Subscription price and the Warrant Exercise Price) of ? 127/-
(Rupees One Hundred Twenty-Seven only) per warrant
(including premium of ? 117/- per warrant) (''Warrant Issue
Price'') for cash consideration aggregating to ? 1,51,13,000/-
(Rupees One crore Fifty One Lakh andThirteenThousand Only)
on preferential basis to Promoter and Promoter Group,
(''Warrant Holder(s)''/ ''Proposed Allottee(s)''), with the upfront
payment of Warrant Subscription Price of ? 31.75/- (Rupees
Thirty-one decimal point seven five Only) for each Warrant
aggregating to ? 37,78,250/- (Rupees Thirty Seven Lakh Seventy
Eight Thousand Two Hundred Fifty Only) which is equivalent to
25% (twenty-five percent) of the total consideration, entitling the
Warrant Holder(s) to seek conversion of Warrant(s) in one or
more tranches, within a maximum period of 18 (eighteen)
months from the date of allotment of Warrants, upon the
payment of Warrant Exercise Price of ?95.25/- (Rupees Ninety-
Five decimal point two five only), equivalent to 75% (Seventy five
per cent) of the Warrant Issue Price (''Warrant Exercise Price''),
and be allotted one fully paid-up Equity Share of the Company of
face value of ? 10/- each at a price of? 127/- per share (including
premium of ?l 17/-per share),against each Warrant.

♦ Preferential Issue and Listing of Shares in
Stock Exchange

During the year under review, the Company completed fund
raising through the mode of Preferential Issue for 15,85,000
(Fifteen Lakh Eighty-Five Thousand) equity shares of face value
?I0/- each, fully paid-up, for cash consideration, to Non-
Promoter Investors on a preferential basis.These shares were
allotted at an issue price of ?I27/- per share (including a
premium of ? I 17/- per share), aggregating to a total
consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-FiveThousand Only).

Pursuant to preferential issue, 15,85,000 (Fifteen Lakh Eighty-
Five Thousand) Equity shares of the company were listed on the
BSE on March 25, 2025 through its letter bearing reference
LOD/PREF/MV/441 /2024-2025.

6. Directors and Key Managerial Personnel:

The leadership framework of any company is built upon its Board
of Directors and Key Managerial Personnel (KMP).Together,they
guide the organization toward achieving its strategic goals while
maintaining regulatory compliance and ethical standards.

a) Composition of Board:

The Board of Directors of the company comprises of 6 (Six)
Directors, consisting of I (One) Managing Director, 2 (Two)
Whole-time Directors, and 3 (Three) Non-Executive
Independent Directors including I (One) Independent Women
Director. The constitution of the Board of the Company is in
accordance with the provisions of the CompaniesAct,20l 3.

The Board of Directors of your Company comprises of the followine Directors, as on March 31 st. 2025: -

Sr. No.	Name of the Director	Designation
1.	Mr. Paramjit Singh Chatha	Chairman & Managing Director
2.	Mr. Gurpreet Chatha	Whole-time director
3.	Mr. Gurcharan Singh Gosal	Whole-time director
4.	Mr. Sanjiv Swarup	Non-Executive Independent Director
5.	Mr. Purnachand Upadrashta	Non-Executive Independent Director
6.	Ms. Chinmayee Swarup Deulgaonkar	Non-Executive Independent Director

b) Director retiring by rotation:

Pursuant to section 149( 13) of the Act and Articles of Association
of the Company, all Directors except Independent Directors are
liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act,
Mr. Gurpreet Chatha (DIN: 01389143),Whole-time Director of
the Company is liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible, offered himself for re¬
appointment.

Such retirement and re- appointment of the Whole-time
Director does not affect his appointment as a Whole-time
Director of the Company and he shall continue to hold their

office as a Whole-time Director from the date of original
appointment.

Based on the recommendation of Nomination & Remuneration
Committee, the Board has recommended for the approval of the
Members, re-appointment of Mr. Gurpreet Chatha at the ensuing
AGM. A brief profile of Mr. Gurpreet Chatha and other requisite
information are provided as part of the Notice of AGM.

c) Key Managerial Personnel (KMP):

During the financial year under review,there has been no change
in the composition of the Key Managerial Personnel (KMP) of the
Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on the date of this
report are:

Sr No.	Name of the Key Managerial Personnel	Designation
1.	Mr. Paramjit Singh Chatha	Managing Director
2.	Mr. Gurpreet Chatha	Whole Time Director
3.	Mr. Gurcharan Singh Gosal	Whole Time Director
4.	Mr. Vishal Singh Sirmauria	Chief Financial Officer
5.	Ms. Priyanka Oberoi	Company Secretary & Compliance Officer

d) Disclosures by Directors:

The Board of Directors have submitted their notice of interest in
Form MBP I under Section 184(1) as well as Declaration by
Directors in Form DIR 8 under Section 164(2) of the Companies
Act, 2013 and other relevant declarations as to compliance with
the CompaniesAct,2013.

e) Independence & Other Matters Pertaining
to Independent Directors

The Independent Directors are Non-Executive Directors as
defined under Regulation 16( I )(b) of the SEBI Listing Regulations
and Section 149(6) of the Act. The Company has received
requisite declarations from all the Independent Directors of the
Company confirming that they meet the criteria of
independence prescribed under Section 149(6) of the Act read
with Rule 5 of the Companies (Appointment and Qualification of
Directors)Rules,20l4andRegulation l6(l)(b)oftheSEBIListing
Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company
have registered their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs. Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8 (5) (iiia) of
the Companies (Accounts) Rules,2014.

Following are the Non-Executive Independent Directors as on
financial year ended March 31,2025:-

I. Mr.SanjivSwarup

2. Mr.Purnachand Upadrashta

3. Ms.Chinmayee Swarup Deulgaonkar

In pursuance of Secretarial Standard-1 and Schedule IV of the
Companies Act, 2013; the Independent Directors of the
Company have conducted a meeting dated January 16, 2025
without presence of Non-Independent Directors where they
reviewed the performance of all Non-Independent Directors of
the Company and the board as a whole, reviewed the
performance of the Chairman of the Company and assess the
quality, quantity and timeliness of flow of information between
the Company management and the Board.

f) Numberof Meetingsofthe Board of Directors

The Board meets at regular intervals to discuss and decide the
business policy and strategies of the Company. The date of
meetings of the Board of Directors and Committee are informed
to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is
circulated in accordance with the provisions of the Secretarial
Standard on meetings of the Board of Directors (SS-1) issued by
the Institute of Company Secretaries of lndia.The agenda for the
Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to
take an informed decision.

During the period under review, 6 (Six) Meetings of the Board of
Directors were held on April 25,2024, May 28, 2024, August 31,
2024, November 12, 2024, December 14, 2024 and
February 14,2025.

The details of attendance of each Directors at the Board Meetings are given below;

Name of the Director	Meetings of Board of Directors and their attendance thereof
and Designation	25.04.2024	28.05.2024	31.08.2024	12.11.2024	14.12.2024	14.02.2025
Mr. Paramjit Singh Chatha	V	V	V	V	V	X
Mr. Gurcharan Singh Gosal	V	V	X	V	V	X
Mr. Gurpreet Chatha	V	V	V	V	X	V
Mr. Purnachand Upadrashta	V	V	V	V	V	V
Ms.Chinmayee Swarup Deulgaonkar	V	X	V	V	V	V
Mr. Sanjiv Swarup	V	V	V	V	V	V

The intervening gap between two consecutive meetings was
within the maximum period mentioned under Section 173 of the
Companies Act, 2013.

8. Annual Evaluation of the Board

Pursuant to Section 134(p) and Section 178(2) of the Companies
Act, 2013 and applicable provisions of SEBI (LODR) Regulations
2015, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees and Individual
Directors, including Independent Directors.

A separate meeting of Independent Directors was held without
the presence of any Non-Independent Directors to discuss,
inter-alia, the performances of Non-Independent Directors, the
Board as a whole and the Chairman,taking into consideration the
views of Executive Directors and Non-Executive Directors.The
performance evaluation of all the Independent Directors has
been done by the entire Board, excluding the Director being
evaluated.

9. Dematerialization

The Equity Shares of the Company are in Dematerialization
mode as on March 31,2025.The ISIN of the Equity Shares of your
Company is INE0AH90I0II .The ISIN of the Share warrants
issued during the financial year under review is
INE0AH9I30I6.

10. Details of Subsidiary/Joint Ventures/Associate
Companies

During the financial year under review, Chatha Foods Limited
(CFL) entered into the Shareholders'' Agreement (SHA)
with Frigorifico Allana Private Limited (FAPL) on February 11
2025,for the purpose of establishing a Joint Venture Company.As
per the terms of the agreement, Chatha Foods Limited shall hold
70% equity in the Joint Venture Company, while the remaining
30% equity shall be held by Frigorifico Allana Private Limited
(FAPL).

Details of the Joint Venture company is as follows; -

Name	Registered Office address	Authorised and Paid-up share capital (upto the date of the Board report)
Allana CF Foods Private Limited (CIN; U56290PB2025PTC064144) Incorporated on 08th April, 2025	C/O Chatha Foods Ltd., village Chaundheri PO, Dappar Ad, Mohali, Dera Bassi, Punjab, India, 140506	Authorised Share Capital: - Rs. 30,00,00,000 (Thirty Crore Only) divided into 3,00,00,000 Equity shares of Rs. 10 each. Paid Up Share Capital: - Rs. 10,00,00,000 (Ten Crore Only) divided into 1,00,00,000 Equity shares of Rs. 10 each.

II. Committees ofthe Board

The Board has constituted various committees to focus on
specific functional areas and to assist in the effective discharge of
its responsibilities. These committees operate within the
framework of authority delegated to them by the Board and are
empowered to make informed decisions and recommendations

on matters falling within their respective domains.

The Board of directors have constituted the following
committees in respect of their roles and responsibilities: -

a. Audit Committee

The Audit Committee is constituted in accordance with the

provisions of Section 177 of the CompaniesAct,2013,to function
in accordance with terms of reference specified by Board in
writing in pursuance of sub-section (4) of section 177 of theAct.

The Audit committee of the company has conducted 2flwo)

meetings viz. May 28,2024 and November 12,2024 during the
financial year under review. The composition of the Audit
Committee and the details of meetings attended by its members
are given below;

Name and Category of Members	Meetings and attendance of members there of
	28.05.2024	12.11.2024
Mr. Purnachand Upadrashta (Chairman and Independent Director)	V	V
Ms. Chinmayee Swarup Deulgaonkar (Member and Independent Director)	V	V
Mr. Paramjit Singh Chatha (Member and Managing Director)	V	V

During the year under review, the Board has accepted all
recommendations of the Audit Committee and accordingly, no
disclosure is required to be made in respect of non-acceptance of
any recommendation of the Audit Committee by the Board.

a. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in

accordance with the provisions of Section 178 of the Companies
Act,20l3

The Nomination and Remuneration committee of the company
has conducted I (One) meeting viz. August 31 ,2024 during the
financial year under review.The composition of the Committee
and the details of meetings attended by its members are given
below;

Name and Category of Members	Meeting and attendance of members thereof
	31.08.2024
Mr. Purnachand Upadrashta (Chairman and Independent Director)	V
Ms. Chinmayee Swarup Deulgaonkar (Member and Independent Director)	V
Mr. Sanjiv Swarup (Member and Independent Director)	V

The function of the Nomination and Remuneration Committee
(“NRC”) is to oversee the Company''s nomination process for
the Board and senior management and specifically to assist the
Board in identifying, screening and reviewing individuals qualified
to serve as Executive Directors, Non-Executive Directors and
determine the role and capabilities required for Independent
Directors consistent with the criteria as stated by the Board in its
Nomination and Remuneration Policy. The Nomination and
Remuneration Policy devised in accordance with Section 178(3)
and (4) of the Companies Act, 2013, has been published on the
Company website at https://www.cfpl.net.in/.

a. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee is duly constituted in
accordance with the provisions of Section 178(5) of the
Companies Act,2013.The Stakeholders Relationship Committee
conducted I (One) meeting viz. March 31, 2025 during the
financial year under review.

The composition of the Committee and the details of meetings
attended by its members are given below;

The composition of the Committee and the details of meetings attended by its members are given
below:

Name and Category of Members	Meetings and attendance of members thereof
	31.03.2025
Mr. Purnachand Upadrashta (Chairman and Independent Director)	V
Mr. Paramjit Singh Chatha (Member and Managing Director)	V
Mr. Gurpreet Chatha (Member and Wholetime Director)	V

The Stakeholders'' Relationship Committee considers and
resolves the grievances of the stakeholders including complaints
relating to non-receipt of annual report, transfer and
transmission of securities, issue of new/duplicate certificates,
general meetings and such other Grievances as may be raised by
the security holders and other stakeholders of the Company,
from time to time.

12. Risk Management Policy

Your Company has an elaborated risk Management procedure
and adopted systematic approach to mitigate risk associated with
accomplishment of objectives, operations, revenues and
regulations. Your Company believes that this would ensure
mitigating steps proactively and help to achieve stated objectives.
The entity''s objectives can be viewed in the context of four
categories Strategic, Operations, Reporting and Compliance.The
Risk Management process of the Company focuses on three
elements, viz.(l) Risk Assessment; (2) Risk Management; (3) Risk
Monitoring.

Audit Committee has been entrusted with the responsibility to
assist the Board in (a) Overseeing and approving the Company''s
enterprise wide risk management framework; and (b)
Overseeing that all the risk that the organization faces.The key
risks and mitigating actions are also placed before the Audit
Committee of the Company. Significant audit observations and
follow up actions thereon are reported to the Audit Committee.
The Committee reviews adequacy and effectiveness of the
Company''s internal control environment and monitors the
implementation of audit recommendations, including those
relating to strengthening of the Company''s risk management
policies and systems.

13. Corporate Governance

The Company is committed to upholding the highest standards
of corporate governance, rooted in the principles of
transparency, accountability, integrity, and fairness. However,
your Company, being listed on BSE SME segment, the provisions
as regards to Corporate Governance and related disclosures in
the Annual Report are not applicable to it, as provided under
Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements), 2015.

14. Non-Applicability of the Indian Accounting
Standards

As your Company being listed on SME Platform of BSE Limited, is
covered under the exempted category as provided under the
provision of Rule 4(1) of the companies (Indian Accounting
Standards) Rules, 2015 notified vide Notification No. G.S.R
111 (E) on February 16th, 2015, and therefore, is not required to
comply with IND-AS for preparation of financial statements
beginning with period on or after April I st,2017.

15. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing
as on date.

16. Auditors

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the
members at the 26* Annual General Meeting appointed M/s A.
Bafna & Co, Chartered Accountants (ICAI Firm Registration No.
003660C) as Statutory Auditors of the Company to hold office
for a term of 5 (five) consecutive years from the conclusion of
26^th Annual General Meeting till the conclusion of the 3 I^st Annual
General Meeting of the Company to be held in the year 2028.
Accordingly, the Statutory Auditors will hold office until the
conclusion of 31 “Annual General Meeting of the Company.

Auditor''s Report

The Auditor''s Report on the financial statements of the
Company for the financial year ended March 31,2025 forms part
of theAnnual ReportThe said report was issued by the Statutory
Auditors with an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks. During the year
under review, the Auditors have not reported any fraud under
Section 143(12) of the Act and therefore disclosure of details
under Section I34(3)(ca) of the Act is not applicable.The Audit
Committee periodically reviews the independence of Auditors
through quarterly affirmations, review of non-audit services,
internal checks and balances to mitigate conflict of interest,etc.

Internal Financial Controls and itsAdequacy

The Company has in place proper and adequate internal control
systems commensurate with the nature of its business, size and
complexity of its business operations. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, compliance with policies,
procedures,applicable laws and regulations and that all assets and

resources are acquired economically, used efficiently and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of
financial control system in the Company, its compliance with
operating systems, accounting procedures, and strives to
maintain the standards in Internal Financial Control.

B. SecretarialAuditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014,The Board
of Directors of the Company, had appointed M/s Jaspreet
Dhawan & Associates, Practicing Company Secretary
(CoP No. 8545), as the “Secretarial Auditors” of the Company,
to conduct the Secretarial Audit for the Financial Year 2024-25.
The Company has received requisite consent and certificate of
eligibility from Mr. Jaspreet Singh Dhawan, Practicing Company
Secretary, confirming that he is not disqualified from being
appointed as the Secretarial Auditor of the Company and he
satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit Report submitted by Mr. Jaspreet Dhawan
&Associates,the SecretarialAuditors,for the FinancialYear 2024-
25 is annexed as “Annexure-A” to this Board''s Report. The
reply/clarifications to the observations made by Secretarial
Auditors is annexed as addendum therewith. Further, during the
year under review, the Secretarial Auditor has not reported any
fraud under Section 143(12) of the Act and therefore disclosure
of details under Section 134(3) (ca) of theAct is not applicable.

C. Appointment Of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act,
2013, read with Companies (Accounts) Rules, 2014, M/S. D J N
K & CO. (LLP), was appointed as an Internal Auditor of the
Company for the FinancialYear 2024-25.The Board has approved
the re-appointment of M/S D J N K & CO. (LLP) as the Internal
Auditors of the Company for the FinancialYear 2025-26.They will
conduct the Internal Audit of the Company as required under
Section 138 of the Companies Act and their reports shall be
reviewed by the Audit committee and the Board of Directors.

D. Details in respect of frauds reported by auditors
under sub-Section (12) of Section 143 of the Companies
Act,20l3

During the year under review, there are no frauds reported by
the Statutory Auditors of the Company under Section 143 (12)
of the Companies Act 2013.

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

Pursuant to the provisions of Section 134(3)(l) of the Companies
Act, 2013, the Board of Directors states that, following are the
material changes and commitments affecting the financial
position of the Company up to the date of this report:

1. lointVentu re Agreement:

On February I I, 2025, the Company entered into a
Shareholders''Agreement with FrigorificoAllana Private Limited
(FAPL) for the formation of a Joint Venture Company. As per the
agreement, Chatha Foods Limited will hold 70% equity in the
Joint Venture Company, with the remaining 30% to be held by
FAPL. This strategic partnership is expected to expand the
Company''s product offerings and market reach.

2. Preferential Allotment of Equity Shares and Issue
of Share Warrants:

The members of the Company in the Extra-Ordinary General
Meeting held on January 06,2025 approved issue of equity shares
and fully convertible warrants on preferential basis to non¬
promoters as well as the persons who are not the shareholders
of the company and promoter & promoter group of the company.
Pursuant to this preferential issue,the Company allotted issued &
allotted 15,85,000 (Fifteen Lakh Eighty-Five Thousand) equity
shares of face value ?I0/- each, fully paid-up, for cash
consideration, to Non-Promoter Investors on a preferential
basis.These shares were allotted at an issue price of ? 127/- per
share (including a premium of? 117/- per share), aggregating to a
total consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-Five Thousand Only), which were
subsequently listed on the BSE on March 25,2025,through letter
reference LOD/PREF/MV/441 /2024-2025. The proceeds from
this issue are intended to be utilized for business expansion and
working capital requirements.

The Company has further issued 1,19,000 (One Lakh Nineteen
Thousand) fully convertible warrants (Warrant(s)'') and each
warrant is convertible into one equity share of face value of? 10/-
(Rupees Ten Only) each fully paid-up (''Equity Share'') of the
Company, at any time within 18 (eighteen) months from the date
of allotment of theWarrants as per the SEBIICDR Regulations,at
a price (including the warrant Subscription price and theWarrant
Exercise Price) of ? 127/- (Rupees One Hundred Twenty-Seven
only) per warrant (including premium of ?l 17/- per warrant)
(''Warrant Issue Price'') for cash consideration aggregating to
? 1,51,13,000/- (Rupees One crore Fifty One Lakh and Thirteen
Thousand Only) on preferential basis to Promoter and Promoter
Group.

3. Alteration to Memorandum of Association of the
Company:

During the year under review, the Company has made alterations
to its Memorandum of Association (MOA) in accordance
with the provisions of the Companies Act, 2013. The
shareholders approved the said alterations by passing a Special
Resolution at the Annual General Meeting held on Tuesday,
September 24,2024.

The key changes are as follows:

? Object Clause:The Object Clause of the Memorandum
of Association i.e Clause III was amended to align with the
Company''s current and future business activities.

? Liability Clause: The Liability Clause of the
Memorandum of Association i.e. Clause IV was amended

to ensure compliance with the requirements of the
Companies Act,2013 and to reflect the nature of liability of
members more precisely.

4. Shareholder Approvals under Section I80(l)(a)&

(c) of the Companies Act, 2013

During the financial year under review, the Company obtained
requisite shareholder approvals under Section 180( I )(a) and
Section 180( I )(c) of the Companies Act, 2013, through Special
Resolutions passed at the Annual General Meeting held on
Tuesday, September 24,2024.

Pursuant to Section 180( I )(c), the shareholders authorized the
Board of Directors to borrow funds, from time to time, in excess
of the aggregate of the paid-up share capital, free reserves, and
securities premium of the Company, subject to a maximum
borrowing limit of ?60 crore (Rupees Sixty Crore) or the
aggregate of the paid-up share capital, free reserves, and
securities premium of the Company, whichever is higher.

Further, under Section I80(l)(a), the shareholders authorized
the Board to create mortgages, charges, hypothecation, or other
forms of security on the whole or substantially the whole of the
Company''s movable and immovable properties—both present
and future—in favor of banks, financial institutions, or other
lenders for securing borrowings or financial assistance availed/to
be availed by the Company, up to ?60 crore (Rupees Sixty Crore),
inclusive of existing borrowings.

These approvals empower the Board to raise and secure funds
effectively, ensuring financial flexibility for the Company''s
operational and strategic initiatives.

18. Details of significant and material orders passed by
the regulators or courts or tribunals impacting the
going concern status and Company''s operations in
future

During the year under review, there is no Significant Order
passed by the Regulators or courts or Tribunals impacting the
going concern status and Company''s operations in future.

19. Deposits

During the year under review, Pursuant to Section 73 and 76 of
the Companies Act 2013, read with Companies (Acceptance of
Deposits) Rules, 2014 the Company has not accepted any
deposits and hence there were no outstanding deposits and no
amount remains unclaimed with the Company as on 31 st March
2025.

20. Particulars of Loans, Guarantees or Investments
Under Section 186 of the Companies Act, 2013

Details of the loans, guarantees and investments, as required
under Section 186 of theAct,are provided as part of the notes to
the financial statements of the Company.

As of the date of this Board Report, Chatha Foods Limited has
invested ?7,00,00,000/- (Rupees Seven Crore only) by
subscribing to 70,00,000 (Seventy Lakh) equity shares of ? 101-
each in Allana CF Foods Private Limited (CIN :
U56290PB2025PTC064144),JointVenture Company.

21. Conservation of energy, technology absorption
and 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
furnished in Annexure“B”.

22. Particulars of contracts or arrangements with
related parties

All the related party transactions were conducted in the
ordinary course of business and on arm''s length basis. There
were no materially significant related party transactions that
could have a potential conflict with the interests of the Company
at large.

The details of related party transactions, as per the applicable
Indian Accounting Standards, have been appropriately disclosed
in the notes to the standalone financial statements forming part
of thisAnnual Report.

Accordingly, the disclosure of particulars of contracts or
arrangements with related parties in Form AOC-2, as required
under Section 134(3) of the Companies Act, 2013, is not
applicable.

However, in line with the requirements of Regulation 23 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time,applicable to your Company
with effect from April 01,2025 the Board of Directors of your
Company in their meeting held on May 16,2025 adopted a Policy
on Materiality of Related Party Transactions and dealing with
Related Party Transactions.The same is available on the website
of the Company at https://www.cfpl.net.in/.

The Company at the ensuing Annual General Meeting seeks to
obtain, approval of the members of the Company, pursuant to the
provisions of Regulation 23(4) of SEBI Listing Regulations, 2015
for approval of transactions material in terms of proviso to
regulation 23( I) with Allana CF Foods Private Limited,Subsidiary
of the Company.

23. Details of application made or proceeding pending
under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application or proceeding has
been pending under the Insolvency and Bankruptcy Code,2016.

24. Details of difference between valuation amount
on one time settlement and valuation while availing loan
from bank and financial institutions

During the period under review, there was no instance of one¬
time settlement of loans/ financial assistance taken from Banks or
Financial Institutions, hence the Company was not required to
carry out valuation of its assets for the said purpose.

25. Corporate Social Responsibility

The Company remains fully committed to its Corporate Social
Responsibility (CSR) and recognizes the importance of
contributing towards the betterment of society. In alignment
with the guidelines laid down under the Companies Act, 2013, the

Company has adopted a proactive approach in integrating social,
environmental, and ethical responsibilities into its business
operations.

The Company''s vision on CSR is to act as a responsible
corporate citizen and make meaningful contributions toward
building a healthier and more equitable society. The CSR
initiatives of the Company are focused primarily on key areas

such as education, healthcare, environmental sustainability, and
other activities as prescribed under Schedule VII of the
CompaniesAct,2013.

During the financial year under review, the Company incurred
CSR expenditure on the initiatives falling within the scope of
activities specified in ScheduleVII of the CompaniesAct,2013.

Following are the CSR expenditure made during the year: -

Particulars	FY2I-22 (In Lacs)	FY 22-23 (In Lacs)	FY 23-24 (In Lacs)	Avg. of 3 Years (In Lacs)
Net Considerable Amount	119.92	364.62	855.87	446.80
PAT	67.24	245.20	616.68	309.71

CSR Amount = Rs. 8,93,670 (2% of 446.80 Lacs, the average net
profits for the preceding three years).The detailed report on the
CSR is herewith furnished in Annexure“C”.

26. Obligation of Company under the sexual
harassment of women at workplace (Prevention,
Prohibition and Redressal)Act,2013

In accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”), the Company has adopted a
comprehensive internal policy to prevent and redress incidents
of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of gender,
designation, or employment status,and includes provisions for:

Constitution of an Internal Complaints Committee (ICC)
at each office/unit with ten or more employees, as mandated
under Section 4 of the Act.

A clearly defined grievance redressal mechanism, enabling
aggrieved women to file complaints directly with the ICC.

Provision for escalation to the Board of Directors or
designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a safe
and inclusive work environment.

The Management and Board of Directors together confirm a
total number of complaints received and resolved during theyear
is as follows:

a) No. of Complaints received Nil

b) No. of Complaints disposed Nil

c) No. of cases pending for a period exceeding 90 days Nil

The policy on Prevention of Sexual Harassment as approved by
the Board is available on the Company''s website viz:
https://www.cfpl.net.in/.

27. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, disclosure
pertaining to remuneration and other details are provided in
Annexure-D which forms part to this Report.

28. Cost Records

During the year under review, the Company is not required to
maintain cost records as specified by the Central Government
under sub-Section (I) of Section 148 of the CompaniesAct,2013.

29. CostAudit

During the year under review, the Company is not required to
carry out the CostAudit as specified by the Central Government
under sub-Section (2) of Section 148 of the Companies Act, 2013.

30. Management Discussion andAnalysis

In terms of Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation,2015 read with ScheduleV
of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, Management Disclosure andAnalysis Report is
attached separately which forms part of Annual report.

31. Statement of Compliance of Applicable
Secretarial Standards

The Company has ensured compliance with the Secretarial
Standard I & II with respect to Board Meetings and General
Meetings, specified by the Institute of Company Secretaries of
India constituted under Section 3 of the Company Secretaries
Act, 1980, and as approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

32. Transfer of Amounts to Investor Education and
Protection Fund

During the financial year, the Company had no funds lying unpaid
or unclaimed which were required to be transferred to the
Investor Education and Protection Fund (IEPF) pursuant to the
provisions of the Companies Act, 2013 and the rules made
thereunder.

33. Directors'' Responsibility Statement

Pursuant to sub-Section (5) of Section 134 of the CompaniesAct,
2013 and to the best of their knowledge and belief and according
to the information and explanations obtained/ received from the
operating management, your Directors make the following
statement and confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

b) 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 loss of the Company for that period;

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

d) the directors have prepared the annual accounts on a going
concern basis;and

e) 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;

f) proper internal financial controls were followed by the
Company and such Internal financial controls are adequate and
were operating effectively.

34. Annual Return

Pursuant to the provisions of Section 92 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of Annual Return is available
for inspection by the Members at the Registered office of the
Company in the working hours and also on the website of the
Company viz; https://www.cfpl.net.in/investor.php

35. SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-
based complaints redress system. The salient features of this
system are centralized database of all complaints; online upload
of Action Take Reports\(ATRs) by the concerned companies and
online viewing by investors of actions taken on the complaint and
its current status. Your Company has been registered on
SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint. The
Company has not received any complaint on the SCORES during
financial year 2024-25.

36. Details of the Complaint Received/Solved/Pending During the year

Sr. No.	Complaints received from	Complaints received	Complaints resolved	Complaints pending
1	Directly received from investors	NIL	NIL	NIL
2	SEBI SCORES	NIL	NIL	NIL
3	Stock Exchange	NIL	NIL	NIL
4	Others sources (if any)	NIL	NIL	NIL
	Total	NIL	NIL	NIL

37. Vigil Mechanism

The Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations and in
order to maintain these standards the Company encourages the
employees to raise their genuine concerns without fear of
criticism. Therefore, Company has Vigil Mechanism and has
established necessary framework to protect genuine whistle
blowers, employees, third parties from any unfair treatment.The
Policy provides for adequate safeguards against victimisation of
employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee.The same
is hosted on the website of the Company viz.
https://www.cfpl.net.in/.

During the year under review, the status of the concerns or
complaints reported stands as follows:-

No. of concerns or complaints outstanding as atApril 1,2024 Nil
No.of concerns or complaints received duringthe year Nil

No.of concerns or complaints resolved duringthe year Nil

No. of concerns or complaints outstanding as at

March 31,2025 Nil

38. Prohibition of Insider Trading:

The Company has adopted Code of Conduct to regulate,
Monitor and Report Trading by Designated Persons & Code of
Practices and Procedures for fair disclosure of UPSI, in line with
the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time.The Company
Secretary is the Compliance Officer for monitoring adherence
to the said regulations.The same is hosted on the website of the
Company viz, https://www.cfpl.net.in/.

39. Statement of Compliance under Maternity
Benefit Act, 1961

The Company is in full compliance with the provisions of the
Maternity Benefit Act, 1961 and rules made thereunder. The
company ensures that all eligible women employees are granted

maternity benefits including paid leave, protection against
dismissal during maternity, and a safe working environment as
prescribed under the Act.

We further confirm that no woman employee is engaged in tasks
that may be harmful during pregnancy, and the company is
committed to upholding the rights and welfare of its women
employees in accordance with the applicable laws.

40. Acknowledgement

The Board of Directors wishes to place on record its sincere
appreciation for the continued support, guidance, and
cooperation received from the Central and State Government

authorities, regulatory bodies, and other statutory agencies.The
Board also acknowledges with gratitude the support and trust
extended by the Company''s stakeholders—shareholders,
customers, dealers, suppliers, vendors, bankers, business
associates, and partners, whose confidence has been integral to
the Company''s performance and growth during the financial year
under review. The Directors further express their deep
appreciation for the dedication, commitment, and hard work of
all employees across the organization. Their efforts have been
crucial in navigating challenges and driving the Company''s
progress.The Board remains confident of the continued goodwill,
support, and partnership of all stakeholders in the years to come.

For and on behalf of CHATHA FOODS LIMITED
(Formerly Known as Chatha Foods Private Limited)

Sd/- Sd/-

Gurcharan Singh Gosal Paramjit Singh Chatha

Place: Mohali Wholetime Director Managing Director

Date: 06.08.2025 DIN: 01389179 DIN: 01154225

---

Mar 31, 2024

The Board of Directors are pleased to present the 27^th Annual Report of CHATHA FOODS LIMITED, CIN: L15310PB1997PLC020578, formerly known as Chatha Foods Private Limited (“the Company”), together with the Audited Financial Statements for the Financial Year ended 31^st March 2024.

1. FINANCIAL SUMMARY:

('' in Lakhs)

Particulars	For the period ended	For the period ended
	on 31s* March 2024	on 31st March 2023
Revenue from Operations	13379.93	11,722.77
Other Income	3.27	1.46
Total Income	13,383.20	11,724.23
Total Expenses	12,527.33	11,387.23
Profit before exceptional and extraordinary items	855.87	337.00
Exceptional items	-	-
Extraordinary items	-	-
Profit before tax	855.87	337.00
Current Tax	230.69	55.91
Deferred tax	8.50	91.82
Minimum Alternate Tax (MAT) credit entitlement	-	(55.91)
Profit for the year	616.68	245.20

2. STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS:

During the year under review, the Company has earned a total revenue of Rs. 13379.93 Lakhs for the year ended March 31, 2024 as against Rs. 11,722.77 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 855.87 Lakhs for the year ended March 31,2024 as compared to Rs. 337 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31,2024 stood at Rs. 616.68 Lakhs as compared to Rs. 245.20 Lakhs in the previous financial year.

3. Alteration to Memorandum and Articles of Association:

During year under review, Company has altered its MOA and AOA in following events:

• Conversion of Private Limited into Public Limited:

The Company was converted from a Private Limited to a Public Limited Company on September 8, 2023, following the issuance of a fresh Certificate of Incorporation by the Registrar of Companies, Punjab & Chandigarh. Consequently, the Company’s name has been changed to “CHATHA FOODS LIMITED” (formerly known as Chatha Foods Private Limited). This conversion necessitates corresponding amendments to the Memorandum and Articles of Association to reflect the Company’s new status and ensure compliance with the regulatory requirements for public companies.

• Alteration of Memorandum of Association of the Company pursuant to increase in Authorized Share Capital:

During the period under review, the Company increased its Authorized Share Capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only) to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only). This Change was approved by a resolution passed at the Extra-ordinary general meeting held on September 13, 2023. As a result, the Company has altered the Clause V, pertaining to Share Capital, in the Memorandum of Association to reflect the increase in Authorized Share Capital.

4. Change in the nature of business, if any:

Throughout the financial year under review, the Company continued its primary operations of manufacturing and supplying processed meat across India. During this period, the Company raised funds through an Initial Public Offering (IPO) to finance the establishment of a new plant focused on Vegetarian Frozen Ready-to-Eat (RTE) and Ready-to-Cook (RTC) products. These advancements represent a significant shift in the nature of the Company’s business during the year.

5. Dividend:

In order to conserve the resources for long run working capital requirement and expansion of business, your Board of Directors has not recommended any Dividend for the financial year ended March 31, 2024.

6. General Reserves:

The Company has not transferred any amount to General Reserve during the year.

7. Share Capital:

• Authorised Share Capital:

During the year under review, your Company has increased its authorized share capital from Rs. 13,00,00,000/- (Rupees Thirteen Crore Only)divided into 1,30,00,000 (One Crore Thirty lacs only) equity shares of the face value of Rs 10 (Ten Rupees) each to Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 2,50,00,000 (Two Crore Fifty lacs only)equity shares of the face value of Rs 10 (Ten Rupees) each vide members resolution passed in the Extra-ordinary general meeting held on September 13, 2023.

• Issued and Paid-Up Share Capital:

During the year under review your Company has made following allotments:

1) The company has issued 41,33,720 (Forty One Lacs Thirty Three Thousand Seven Hundred Twenty) Bonus shares of face value of Rs. 10/- (Rupees) each to the existing Shareholders of the Company in the ratio of 1:3 on October 6, 2023.

2) Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each at an issue price of Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six only) pursuant to the Initial Public Offering (“IPO”) of the Company.

Consequent to the above allotments, the issued, subscribed and paid-up share capital of your Company as on March 31, 2024 is Rs. 22,49,68,790/- (Rupees Twenty Two Crore Forty Nine Lacs Sixty Eight Thousand Seven Hundred and Ninety Only) divided into 2,24,96,879 (Two Crore Twenty Four Lacs Ninety Six Thousand Eight Hundred Seventy Nine) shares of the face value of Rs 10 (Ten Rupees) each.

8. Directors and Key Managerial Personnel:

a) Composition of Board:

The Board of Directors of the Company, at present comprises of 6 Directors, who have wide and varied experience in different disciplines and fields of corporate functioning. The board of directors of the company comprises of 6 (Six) Directors, consisting of 2 (Two) Whole-Time Directors, 1 (One) Managing Director, 3 (Three) Independent Directors including 1 (One) Independent Women Director. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013.

The Board of Directors of your Company comprised of the following Directors, as on March 31st, 2024:

Name of the Director	Designation
MR.PARAMJIT SINGH CHATHA	Chairman & Managing Director
MR. GURPREET CHATHA	Whole-time director
MR. GURCHARAN SINGH GOSAL	Whole-time director
MR. SANJIV SWARUP	Non-Executive Independent Director
MR. PURNACHAND UPADRASHTA	Non-Executive Independent Director
MS. CHINMAYEE SWARUP DEULGAONKAR	Non-Executive Independent Director

b) Appointment and Re-appointment:

The following changes have taken place in the Board of your Company during the Financial Year 2023-24:

SR. NO.	NAME OF DIRECTOR AND KMP	PARTICULARS OF CHANGE
01	MR. PARAMJIT SINGH CHATHA	Mr. Paramjit Singh Chatha has been re-appointed as a Managing Director of the Company, to hold office for a term of 5 (Five) years commencing from September 11, 2023 upto September 10, 2028. Furthermore, he was appointed as a Chairman w.e.f 22.01.2024.
02	MR. GURPREET CHATHA	Mr. Gurpreet Chatha has been redesignated as the Whole-Time Director of the company. His term of office will be for a period of five (5) years, starting from September 11,2023, and ending on September 10, 2028.
03	MR. GURCHARAN SINGH GOSAL	Mr. Gurcharan Singh Gosal has been redesignated as the Whole-Time Director of the company. His term of office will be for a period of five (5) years, starting from September 11,2023, and ending on September 10, 2028.
04	MR. IQBAL SINGH CHATHA	Mr. Iqbal Singh Chatha has been redesignated as Chairman and NonExecutive Director. Additionally, he resigned from his directorship, effective from January 17, 2024.
05	MR. SANJIV SWARUP	Mr. Sanjiv Swarup has been appointed as the non-executive Independent Director of the company. His term of directorship with the company is from January 22, 2024, to January 21, 2029.
06	MR. PURNACHAND UPADRASHTA	Mr. Purnachand Upadrashta has been appointed as the non-executive Independent Director of the company. His term of office will be for a period of five (5) years, starting from September 11,2023, and ending on September 10, 2028.
07	MR. CHINMAYEE SWARUP DEULGAONKAR	Ms. Chinmayee Deulgaonkar has been appointed as the non-executive Independent Director of the company. Her term of office will be for a period of five (5) years, starting from September 11,2023, and ending on September 10, 2028.

c) Director retiring by rotation:

Pursuant to the provisions of Section 152(6) of the Act, Mr. Paramjit Singh Chatha (DIN: 01154225), Managing Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offered himself for re-appointment.

Such retirement and re- appointment of the Managing director does not affect his appointment as a Managing director of the Company and he shall continue to hold their office as a Managing director from the date of original appointment.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

d) Cessation:

During the financial year under review, Mr. Iqbal Singh Chatha (DIN: 01472105), Chairman and Non- Executive Director has resigned from his directorship w.e.f 17.01.2024.

e) Key Managerial Personnel (KMP):

During the year under review the following changes have taken place in the composition of the Key Managerial Personnel:

Name of KMP	DESIGNATION	EFFECTIVE DATE	APPOINTMENT/CESSATION
Mr. Navit Kumar	Company Secretary	31/07/2023	Resignation
Ms. Nidhi	Company Secretary	01/08/2023	Appointment
Ms.Nidhi	Company Secretary	15/09/2023	Resignation
Ms.Priyanka Oberoi	Company Secretary	15/09/2023	Appointment
Mr. Vishal Singh Sirmauria	Chief Financial Officer	15/09/2023	Appointment
Mr. Paramjit Singh Chatha	Managing Director	11/09/2024	Re-designated
Mr. Gurpreet Chatha	Whole Time Director	11/09/2024	Re-designated
Mr. Gurcharan Singh Gosal	Whole Time Director	11/09/2024	Re-designated

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are:

Name of the Key Managerial Personnel	Designation
Mr. Paramjit Singh Chatha	Managing Director
Mr. Gurpreet Chatha	Whole Time Director
Mr. Gurcharan Singh Gosal	Whole Time Director
Mr. Vishal Singh Sirmauria	Chief Financial Officer
Ms. Priyanka Oberoi	Company Secretary & Compliance Officer

f) Disclosures by Directors:

The Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors under Section 164(2) and other declarations as to compliance with the Companies Act, 2013.

g) Disqualifications of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2) of the Companies Act, 2013 and the Board herewith takes on record the eligibility of all the Directors to continue as Directors of the Company in terms of Sec 164(2) of the Companies Act, 2013.”

h) Independence & Other Matters Pertaining to Independent Directors

As on March 31st, 2024, the following Directors on your Company’s Board were Non-Executive Independent Director :

1 Mr. Sanjiv Swarup

2 Mr. Purnachand Upadrashta

3. Ms. Chinmayee Swarup Deulgaonkar

With regard to integrity, expertise and experience (including the proficiency) of the Independent Director appointed, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Director and is of the opinion that they are the person of integrity and possess relevant expertise and experience and there continued association as Director will be of immense benefit and in the best interest of the Company.

Further, in the opinion of the Board, the independent directors appointed during the financial year are the person of integrity and possesses relevant expertise and experience.

9. Declarations given by Independent Directors under Section 149(6) of the Companies Act, 2013

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 16(b) of the Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the rules made thereunder and Listing Regulations.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (“IICA”).

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of Independent Directors by entire Board without presence of Independent Director being evaluated.

The Directors has been satisfied with the performance of all the Independent directors and is of opinion that all Independent Directors are the person of integrity and possess relevant experience and expertise.

11. Listing of Equity Shares

During the year under review, Equity shares of your Company got listed on the BSE SME Platform on March 27, 2024. The Company obtained in principal approval from BSE (SME Platform) on March 1, 2024.

12. Initial Public Offer & consequent listing of Shares on SME Exchange of BSE Limited

During the period under review, the Company has made an SME Initial Public Offer (IPO) for 59,62,000 (Fifty-Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each.

The issue price was Rs.56 (Rupees Fifty- Six only) per share including the premium of Rs.46 (Rupees Forty -six only) per equity share.

The said equity shares were allotted in the following manner: -

• 16,98,000 Equity shares were allotted to Anchor Investors;

• 11,32,000 Equity Shares were allotted to Qualified Institutional Buyers (except Anchor Investors);

• 8, 50,000 Equity Shares were allotted to Non-Institutional Bidders.

• 19,82,000 Equity Shares were allotted to Retail Individual Bidders; and

• 3,00,000 Equity Shares were allotted to Market Maker.

The Company’s equity shares were listed on the Stock Exchanges viz., BSE Limited w.e.f. March 27, 2024.

Your Company has issued and allotted 59,62,000 ( Fifty Nine Lakh Sixty Two Thousand only) equity shares of face value of Rs.10 each on cash at an issue price of Rs.56 (Rupees Fifty Six only) per share including the premium of Rs.46 (Rupees Forty six only) pursuant to the Initial Public Offering (“IPO”) of the Company.

13. Dematerialization of Shares

All the Shares of your Company were in Dematerialization mode as on March 31, 2024. The ISIN of the Equity Shares of your Company is INE0AH901011.

14. Details of Subsidiary/Joint Ventures/Associate Companies

During the year under review, the Company do not have any subsidiary/joint ventures/Associate companies.

15. Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide on Company’s business policy and strategies apart from other urgent business matter. The date of meetings of the Board of Directors and Committee are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, Board of Directors of the Company met 22(Twenty-Two) times as April 21, 2023, June 15, 2023, June 23, 2023, July 10, 2023, July 14, 2023, July 15, 2023, August 23, 2023, September 08, 2023, September 11,

2023, September 15, 2023, September 30, 2023, October 06, 2023, November 11, 2023, January 17, 2024, January 22,

2024, January 27, 2024, February 06, 2024, March 08, 2024, March 12, 2024, March 15, 2024, March 22, 2024, March 22, 2024

The details of attendance of each Directors at the Board Meetings are given below;

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings Eligible to attend	Number of Board Meetings attended
Mr. Paramjit Singh Chatha	08.10.1997	-	22	20
Mr. Gurcharan Singh Gosal	01.10.2001	-	22	18
Mr. Gurpreet Chatha	30.08.2004	-	22	20
Mr. Iqbal Singh Chatha	08.10.1997	17.01.2024	14	13
Mr. Ravi Mathur	05.09.2013	15.07.2023	6	1
Mr. Purnachand Upadrashta	11.09.2023	-	13	3
Ms. Chinmayee Swarup Deulgaonkar	11.09.2023	-	13	3
Mr. Sanjiv Swarup	22.01.2024	-	7	3

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013.

16. Committees of the Board

Presently, the Board has following Committees viz. the Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee.

a. Audit Committee

The Audit Committee was duly constituted on September11, 2023 in accordance with the provisions of Section 177 of the Companies Act, 2013. Following the resignation of one its members, the committee is reconstituted on January 27, 2024.

During the year under review, Audit committee met 2(Two) times viz on February 05,2024 and March 08, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	2	2
Ms. Chinmayee Swarup Deulgaonkar	Member	Non-Executive Independent Director	2	2
Mr. Paramjit Singh Chatha	Member	Managing Director	2	1

The Company Secretary of the Company acts as a Secretary to the Committee.

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee was duly constituted on September 11, 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013. Following the resignation of one its members , the committee was reconstituted on January 27, 2024

During the year under review, committee met 2(Two) times viz on January 22,2024 and March 15, 2024.

The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	2	1
Ms. Chinmayee Swarup Deulgaonkar	Member	Non-Executive Independent Director	2	2
Mr. Sanjiv Swarup	Member	Non-Executive Independent Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

The purpose of the Nomination and Remuneration Committee (“NRC”) is to oversee the Company’s nomination process for the senior management and the Board and specifically to assist the Board in identifying, screening and reviewing individuals qualified to serve as Executive Directors, Non-Executive Directors and determine the role and capabilities required for Independent Directors consistent with the criteria as stated by the Board in its Nomination and Remuneration Policy.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining, qualifications, positive attributes and independence of directors and also a policy for the remuneration of directors, key managerial personnel, and senior management.

The policy will be updated on the website of the company once it has been approved by the Board of Directors.

c. Stakeholders'' Relationship Committee

The Stakeholders Relationship Committee was duly constituted on September 11 , 2023 in accordance with the provisions of Section 178 of the Companies Act, 2013. Following the resignation of one its members, the committee is reconstituted on January 27, 2024.

During the Financial Year 2023-24, the Stakeholders Relationship Committee met 1 (One) time on January 17, 2024. The composition of the Committee and the details of meetings attended by its members are given below;

Name of Members	Designation	Category	Number of Meetings Eligible to attend	Number of Meetings attended
Mr. Purnachand Upadrashta	Chairman	Non-Executive Independent Director	1	0
Mr. Paramjit Singh Chatha	Member	Managing Director	1	1
Mr. Gurpreet Chatha	Member	Whole Time Director	1	1

The Company Secretary of the Company acts as a Secretary to the Committee.

The Stakeholders’ Relationship Committee considers and resolves the grievances of our shareholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders of the Company, from time to time.

17. Meeting of Independent Directors

Pursuant to Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the independent directors shall conduct at least One (1) meeting in a Financial Year to review the performance of Non- Independent Directors and the Board as a whole; to review the performance of the Chairman and to assess the quality, quantity and timeliness of flow of information between the Company management and the Board and its members that is necessary for the Board to effectively and reasonably perform their duties.

Accordingly, all Independent Directors of the Company have conducted a meeting dated March 27, 2024 without presence of non-independent director where they review the performance of all non-independent director of the Company and the board as a whole, also review the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

18. Risk Management Policy

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity’s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company’s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company’s risk management policies and systems.

19. Corporate Governance

Pursuant to provisions of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the SME Listed Companies are exempt from the provisions of Corporate Governance.

As the Company is listed on the SME Platform of BSE, the corporate Governance provisions do not apply. Consequently, the Corporate Governance report is not included in the Annual Report.

20. Non-Applicability of the Indian Accounting Standards

As per provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w. e. f. April 15, 2017. As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1 st, 2017.

21. Auditors

A. Statutory Auditors

Statutory Auditors of the Company, M/S. A BAFNA & CO, Chartered Accountants (Firm’s Registration No. 003660C), have confirmed their eligibility under Sec 141 of Companies Act 2013 and that they are not disqualified for appointment.

Auditor''s Report

During the year under review, the Auditor’s Report does not contain any qualifications/ adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further explanation by the Board of Directors. There were no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors in their reports.

Internal Financial Controls and its Adequacy

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are

designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

B. Secretarial Auditors

The Board of Directors of your Company, had appointed M/s. Jaspreet Dhawan & Associates, Practicing Company Secretary (PCS No. 8545), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2023-24, pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

Secretarial Audit Report

The Secretarial Audit Report submitted by M/s. Jaspreet Dhawan & Associates, the Secretarial Auditors, for the Financial Year 2023-24 is annexed as “Annexure-A” to this Board’s Report. The reply to the observations of Secretarial auditors is attached as addendum to Director report.

C. Appointment Of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, M/S. D J N K & CO. (LLP), was appointed as an Internal Auditor of the Company for the Financial Year 2023-24.

22. Details in respect of frauds reported by auditors under sub-Section (12) of Section 143

During the year under review, there are no frauds reported by the Statutory Auditors of the Company under Section 143 (12)of the companies Act 2013.

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

There have been no other material changes and commitments affecting the financial position of the Company since the close of financial year ended March 31, 2024 and to the date of this report

23. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Company’s operations in future.

24. Deposits

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on 31st March 2024.

25. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

26. Conservation of energy, technology absorption and 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 furnished in Annexure “B”.

26. Partiulars of contracts or arrangements with related parties

All related party transactions/arrangements/contracts entered into by the Company during the financial year 2023-24 were either undertaken on the basis of approval by the Audit Committee and/or Board. All related party transactions were at arm’s length basis and in the ordinary course of business in compliance with the applicable provisions of the Companies Act, 2013.

There are no materially significant related party transactions that may have potential conflict with interest of the Company at large. Details of related party transactions entered into by the Company, in terms of generally accepted accounting Principles in India have been disclosed in the notes to the standalone financial statements forming part of this Annual Report.

Accordingly, the disclosure on material Related Party Transactions, as required under Section 134(3) of the Act in Form No. AOC-2 is not applicable.

27. Details of application made or proceeding pending under the insolvency and bankruptcy code, 2016

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016.

28. Details of difference between valuation amount on one time settlement and valuation while availing loan from bank and financial institutions

During the year under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

29. Corporate Social Responsibility

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the company in previous financial year 2022-23.

But the profit of the company for the financial year 2023-24 is more than 5 Crore therefore the CSR provisions become applicable on the company for the F.Y 2024-25.

30. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

As per requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has already maintained an internal policy to prevent women’s harassment at work and covered all employees so they could directly make complaints to the management or Board of Directors if such situation arises.

The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a) No. of Complaints received: Nil

b) No. of Complaints disposed: Nil

Company has a zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition, and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. Particulars Of Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details are provided in the Annexure-C to this Report.

32. Cost Records

During the year under review, the 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.

33. Cost Audit

During the year under review, the Company is not required to carry out the Cost Audit as specified by the Central Government under sub-Section (2) of Section 148 of the Companies Act, 2013.

34. Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

35. Statement of Compliance of Applicable Secretarial Standards

The Company has ensured compliance with the mandated Secretarial Standard I & II issued by the Institute of Company Secretaries of India with respect to board meetings and general meetings respectively and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

36. Transfer of Amounts to Investor Education And Protection Fund

The Company did not have any funds lying unpaid or unclaimed which were required to be transferred to Investor Education and Protection Fund (IEPF).

37. Directors'' Responsibility Statement

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) 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 loss of the Company for that period;

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) 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;

f) proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively.

38. Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company https://cfpl.net.in/

39. SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.

Details of the Complaint Received/Solved/Pending During the year

Sr. No.	Complaints received from	Complaints received	Complaints resolved	Complaints pending
1	Directly received from investors	NIL	NIL	NIL
2	SEBI SCORES	NIL	NIL	NIL
3	Stock Exchange	NIL	NIL	NIL
4	Others sources (if any)	NIL	NIL	NIL
	Total	NIL	NIL	NIL

40. Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment.

The policy will be updated on the company website once it has been approved by the board of directors.

41. Acknowledgement

Your Directors wish to place on record sincere appreciation for the support and co-operation received from various Central and State Government Departments, organizations and agencies. Your Directors also gratefully acknowledge all stakeholders of your Company, viz., Shareholders, customers, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their genuine appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the growth of your Company. Directors are thankful to the esteemed stakeholders for their support and confidence reposed in the Company.

For and on behalf of CHATHA FOODS LIMITED

(Formerly Known as Chatha Foods Private Limited)

Sd/- Sd/-

GURPREET CHATHA PARAMJIT SINGH CHATHA

Whole Time Director Managing Director

DIN: 01389143 DIN: 01154225

Place: Mohali Date: 31.08.2024