The Directors have pleasure in presenting the 4^th Annual Report which is the 1^st Annual Report after the equity shares of the Company

are Listed with BSE Ltd, together with the Audited Statement of Accounts of the Company for the financial year ended 31^st March 2023.

1. HIGHLIGHTS OF EVENTS OCCURRED DURING THE FINANCIAL YEAR UNDER REPORT:

a) During the Financial Year under Report, the Hon'ble National Company Law Tribunal, Mumbai Bench approved the Scheme of Demerger vide its Order dated 1^st July, 2022 for Demerger of Food Division of Chordia Food Products Limited [CFPL] into Aveer Foods Limited [AFL/Company]. Accordingly, the Food Business of CFPL was demerged into the Company w.e.f. 20^th July, 2022.

b) The Company was a 100% Subsidiary of CFPL. The Company ceased to be the subsidiary of CFPL w.e.f. 20^th July, 2022.

c) Pursuant to the Scheme of Demerger, the shareholders as appearing in the Register of Members on Record Date i.e. 4^th August, 2022 of CFPL were allotted 1 (One) Equity share of ' 10/- each fully paid up in the Company for every 1 (One) Equity Share of ' 10/- each fully paid up held in CFPL. The said Equity Shares were allotted on 4^th August, 2022.

The shareholders of CFPL who were holding their shares in Demat form on the Record Date i.e 4^th August, 2023 were allotted shares of the Company in Demat Form and were credited to their respective Demat accounts. The shareholders of CFPL who were holding shares in physical mode, as on record date, the shares allotted to them are credited to 'Aveer Foods Limited-Physical Unclaimed Securities Escrow Account'. The shareholders who have not yet intimated the details of the Demat Account held by them are requested to inform the same immediately so that the shares held in suspense can be credited to their respective Demat Accounts.

d) Pursuant to the Scheme of Demerger, the Equity Shares of the Company were automatically listed on the BSE Ltd., on 6^th October 2022 and the trading approval for the said shares was received on 4^th January 2023.

2. HIGHLIGHTS OF EVENTS OCCURRED AFTER THE CLOSE OF FY 2022-2023 TILL THE DATE OF THIS REPORT:

a) Pursuant to Clause 9.10 of the Scheme of Demerger duly approved by Hon'ble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the holding of shareholders of Pradeep Chordia family (PHC Group) as mentioned in the said clause was required to be brought down to 5% of the total shareholding of the Company. Accordingly, PHC Group transferred their shares to Rajkumar Chordia family (RHC Group) by way of Gift as an Inter Se Transfer amongst Promoters. Post Inter-se transfer of shares in the Company, the holding of the Promoters of RHC Group is 67% and that of PHC Group is 5%.

b) Pursuant to Clause 9.12 of the Scheme of Demerger duly approved by Hon'ble NCLT, Mumbai Bench vide its Order dated 1^st July, 2022 the shareholders of PHC Group are to be reclassified from Promoter/Promoter Group category to Public Category. Additionally, Dr. Pravin Chordia, the member of Promoter/Promoter Group has voluntarily applied to the Company vide his Intimation letter dated 10^th August, 2023 for reclassification from Promoter/Promoter Group category shareholder to Public Category shareholder. Accordingly, necessary Resolution for reclassification of Promoters of PHC Group and Dr. Pravin Chordia, from Promoter/Promoter Group category shareholders to Public Category shareholders is recommended for your approval.

3. FINANCIAL RESULTS:

During the financial year under report, the Scheme of Arrangement between Chordia Food Products Limited [Demerged Company] and Aveer Foods Limited [Resulting Company] and their respective shareholders has been sanctioned by the Hon'ble National Company Law Tribunal [NCLT] Mumbai Bench on 1^st July, 2022 and the Scheme became effective w.e.f. 20^th July 2022.

Therefore, pursuant to the provisions of Clause 2.7 of the said Scheme of Arrangement the Investment of Chordia Food Products Limited held in the equity shares of the Company has been cancelled and extinguished. Consequently, the holding-subsidiary relationship between Chordia Food Products Limited and Aveer Foods Limited has been extinguished and both the entities have started working independently. The Appointed Date for the said Scheme was 1^st April, 2020 and the Company has restated its Financial Statements for the FY 2020-2021 and FY 2021-2022 and the same are available on the website of the Company at www.aveerfoods.com and on the website of BSE Ltd.

The Financial Statements for the financial year ended 31^st March, 2023 are presented by the company after giving effect to the aforesaid Scheme of Arrangement in accordance with the accounting treatment prescribed in the Scheme and relevant accounting standards.

4. COMPANY'S AFFAIRS, PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT Financial and Present Performance:

During the year under review, the Revenue from Operations of the Company was ' 9,759.98 Lakh as against ' 7,917.76 Lakh of the previous year. The Company has earned a Profit of ' 102.27 Lakh, after depreciation, interest and tax against a loss of ' 497.63 Lakh in the previous year.

Industry Structure, Development, Opportunities and OutlookA. Government Initiatives:

The Governments both Central and State are focusing on development of preservation of Agro Products and the main thrust is for processing of more and more agro cultivation. The Indian Government supported the private sector investment in agricultural and allied sectors to enhance value addition.

B. Company Overview:

During the year under review, after the Scheme became effective the Company started to carry forward the business of the Food Division independently. The Company is mainly engaged in the food processing Industry which is showing remarkable growth. The main revenue of the Company is from products like Pickles, Ketchups, Sauces, Chutneys and handmade & machine made Papad.

We are pleased to present the overall function-wise evaluation of the performance of the Company as follows:

Sales & Marketing:

> The Company has maintained its preferred position in the pickle product category. In the other important product categories of Thecha and Papad, the Company has registered healthy volume growths in FY 2022-2023.

> The Company enjoys a strong distribution footprint and its products are now present in 60% of the outlets in Maharashtra. The Company continues to stay focused on the twin objectives of growing its distribution footprint and also continually expanding its product offerings.

> The strong growth in Papad category was achieved by increasing the distribution footprint from 18% to 40%.

Product Development:

After receiving an overwhelming response to “Thecha” the Company introduced “Schezwan chutney” a universally appealing product which is not only preferred by the young generation but by all age groups.

Information Technology:

The Company has implemented SAP and other applications such as SFA (Sales Force Automation) and DMS (Distributor Management Service) and continues to leverage its core strengths in multiple functions to embark on sustainable high-growth performance.

Human Resources:

Human capital is being enhanced at the middle management and junior levels in key functions so as to cope up the future growth journey.

Internal Control & Finance:

The Company has improved decision-making on the basis of Finance functional support and MIS resulting in improved performance. The Company has a secured system of internal controls which works together with internal financial controls that are repeatedly administered by the management. The internal control system shows proficiency in operations, make the best use of resources and adhere with all applicable laws and regulations. Key controls are examined during the year and restorative and precautionary actions are taken for any fault. Internal audits are organized systematically by designated audit teams.

C. Risk & Mitigation:

The Company is in the process of identifying the risks involved in the business and try to mitigate those risks as follows:

1) Demand risk:

The food processing sector is an extension of Agri-Sector. Both are interdependent on each other for its progress. The developments in the food processing sector have created a demand in the fruits and vegetables segment of AgriSector. In this modern era, the consumer demands and tastes have been varied due to changing lifestyles, change in the customer tastes and priorities and they have become more health conscious.

2) Environmental risk:

Due to the changing environment, erratic atmosphere and weather conditions, the agricultural sector has seen a setback over past few years. The procurement of quality raw material at the right time and right price has become a difficult task, which results into rise in raw material costs which could affect the competitiveness and margins.

Mitigation:

The Company keeps track of decisive and bulk purchases and its reliable distribution network has enabled it to maintain uninterrupted availability of raw materials at predetermined costs.

3) Competition risk:

Competition in Food Industry is very strong and tough, as it covers International Players as well as Players from Organized and Unorganized Sector. It is difficult to balance the marketing and pricing strategies, because of the product range and volumes the International Players are dumping in the market and the low prices that are offered by the Unorganized Sector.

The ever increasing prices and scarcity of quality Raw Material also matters the financial performance of the Company, as the Prices of the Products marketed by the Company are market driven and there is hardly any chance to fix the Prices on its own.

Mitigation:

To match with the fast growing technical developments, the Company is also upgrading itself with new developed manufacturing techniques and is upgrading its manufacturing processes and production infrastructure. In the processed Food Industry, 'Packaging' is also a vital part. The Company is giving utmost thrust and importance to the packaging whereby the shelf life of the products is improved as well it attracts the attention of the Customers

D. Opportunities & outlook:

> The Company's objective is to achieve volume growth.

> The Company has focused to increase and strengthen the distribution coverage from 60 % to 80% outlets within Maharashtra

> To give further impetus to our EBITDA growth.

> The Company has planned to focus on launching products in other states also focused on entering new high-growth products to cater to the tastes of new generation.

Cautionary Statement:

Statements in this Report, particularly those which relate to management discussion and analysis, describing the Company's objectives, projections, estimates and expectations may constitute “forward looking statements” within the meaning of applicable laws and regulations. Actual Results might differ materially from those either expressed or implied.

5. KEY FINANCIAL RATIOS:

Details of significant changes, (i.e., change of 25 percent or more, as compared to the immediately previous Financial Year) in Key Financial Ratio, along with detailed explanation thereof: -

Notes:

1. As a result of decrease in the Cash Credit Facility, the Debt Equity Ratio has decreased.

2. There was an improvement in the Debt Service Coverage Ratio, Return on Equity Ratio, Net Profit Ratio, and Return on

Investment during the year as the company earned profits after tax of '102.27 lakh compared to the loss of '497.63 lakh in the previous year.

3. Turnover of Trade Receivables improved as the company realized substantial amount from its customers, resulting in a reduction of Trade Receivables from ' 413.52 lakh to ' 10 lakh.

4. As a result of the increase in sales turnover, the net capital turnover ratio improved.

5. As a result of an increase in EBIT, the company's Return on Capital Employed ratio improved.

6. TRANSFER TO RESERVES:

Your Company has not proposed to transfer any amount to the General Reserve. An amount of '102.27 Lakh is proposed to be retained in the Profit and Loss Account.

7. DIVIDEND:

The Company wishes to apprise its shareholders that, despite its strong operational performance during the financial year ended 31^st March, 2023 the Board of Directors do not recommend dividend on equity shares for the Financial year 2022-23, considering the accumulated losses.

8. DIRECTORS:

Pursuant to the Articles of Association and the Composition of the Board of Directors, the Promoter Directors of the Company viz., Mr. Rajkumar Chordia, Mr. Vishal Chordia and Mr. Anand Chordia and an employee Director Mr. Bapu Gavhane are liable to retire by rotation.

In accordance with provisions of Section 152 of Companies Act, 2013, and in terms of Articles of Association of the Company, Mr. Rajkumar Chordia [DIN: 00058185], retires by rotation at forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment.

Necessary resolution for appointment of Mr. Rajkumar Chordia as a Director, is recommended for your approval.

Mr. Vijaykumar Kankaliya, Mr. Rajendra Lunkad, Mr. Ritesh Mehta, Dr. Ajitkumar Mandlecha are the Independent Directors of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 29^th June, 2027 not liable to retire by rotation.

Mrs. Samruddhi Mehta is an Independent Woman Director of the Company appointed for a period of 5 (Five) Consecutive Years i.e. upto 14^th July, 2027 not liable to retire by rotation.

9. PUBLIC DEPOSITS:

During the Financial Year 2022-2023, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide notification dated 22^nd January, 2019 read with further notification dated 30^th April, 2019 required the Companies to file return of Deposits or Particulars of Transactions not considered as Deposit. The Company has complied with the said notification.

10. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY:

The Company has adequate internal control systems to ensure operational efficiency, accuracy and promptness in financial reporting and compliance of various laws and regulations.

The internal control system is supported by the internal audit process. An Internal Auditor has been appointed for this purpose.

The Audit Committee of the Board reviews the Internal Audit Report and the adequacy and effectiveness of internal controls periodically.

11. LISTING FEES:

The Company got listed on BSE Ltd on 6^th October 2022 and the trading of the securities of the Company has been commenced on 6^th January 2023. The Company has paid the Annual Listing Fees for the financial year 2023-2024 to BSE Limited, where your Company's shares are listed.

The Scrip Name allotted by BSE Ltd., to the Company is 'Aveer' and the Scrip Code is 543737.

The ISIN allotted to the Company is INE09BN01011.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND ASSOCIATE COMPANIES:

Pursuant to the Scheme of Arrangement the Investment made by Chordia Food Products Limited in the equity shares of the Company has been cancelled and consequently, the Company ceased to be the 100% Subsidiary Company of CFPL.

13. EXTRACT OF ANNUAL RETURN:

The furnishing of the details in Form MGT-9- Extract of Annual Return and attaching the same to the Directors Report in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is dispensed with vide notification dated 5^th March, 2021 issued by the Ministry of Corporate Affairs. Accordingly, the same is not attached herewith.

Pursuant to provisions of Section 134 read with Section 92(3) of the Companies Act, 2013, as amended, copies of Annual Returns filed with the MCA are available at the website of the Company viz. www.aveerfoods.com and the Annual Return for the Financial Year 2022-2023 will be uploaded at the website of the Company after filing with the MCA.

14. NUMBER OF MEETINGS OF THE BOARD:

During the financial year under report Fourteen (14) Board Meetings were convened and held, including one Independent Directors meeting. The meeting of Independent Directors was held on 28^th March 2023. The details of the said Meetings held are as detailed below: -

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. DIRECTOR'S RESPONSIBILITY STATEMENT:

Directors' Responsibility Statement prepared pursuant to the provisions of Section 134(5) of the Companies Act, 2013, is furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Accounts for the financial year ended 31^st March, 2023 the applicable Accounting Standards have been followed and there were no material departures;

b) Accounting Policies as mentioned in Part-B to the Financial Accounts have been selected and applied consistently. Further judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2023 and of the Profit of the Company for the financial year ended on that date;

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

d) The Annual Financial Statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations under Section 149( 7) of the Companies Act, 2013, that they meet the criteria of Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17. AUDITORS AND AUDITORS' REPORT

a) Internal Auditor:

After the listing & trading commencement of the Company on BSE Ltd, the Company has appointed Mr. Nisarg Shah Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2022-2023 pursuant to the provisions of Section 138 of the Companies Act, 2013.

He has conducted Internal Audit for the financial year ended on 31^st March, 2023 and submitted the periodical Internal Audit Reports to the Audit Committee. The said Reports have been reviewed by the Statutory Auditors and the Board of Directors.

b) Statutory Auditors:

M/s. Bharat H Shah & Associates Chartered Accountant was appointed as the Company's Statutory Auditor and his term of appointment is valid till the conclusion of 6^th Annual General Meeting to be held in the year 2025.

The Auditor's Report to the Shareholders for the year under review does not contain any qualifications.

No frauds have been reported by the Auditors under Section 143 (12) of the Companies Act, 2013 requiring disclosure in Board's Report.

c) Secretarial Audit:

Ghatpande and Ghatpande Associates, Company Secretaries were appointed as the Secretarial Auditors for conducting the Secretarial Audit for FY 2022-2023.

The Secretarial Audit Report is annexed herewith as Annexure - I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

d) Cost Audit:

For the Financial Year under Report the appointment of Cost Auditor and obtaining of their Report was not applicable to the Company.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Details of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013 read with Companies (Meeting of Board and its Powers) Rules, 2014 are as follows:

a) During the financial year under review, the Company has not extended any Loans, Guarantees to any other Individual or entities under Section 186 of the Companies Act, 2013.

b) Details of Investments in Equity Shares made by the Company as on 31^st March, 2023 (including Investments made in the previous years) in unquoted Shares are as under:-

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014, the Particulars of Contracts or Arrangements entered into by the Company with Related Parties have been done at Arm's Length and are in the ordinary course of business.

The Particulars of the transactions so entered in to with Related Parties have been provided in Form No. AOC -2 attached herewith as Annexure II.

20. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF THE REPORT AND SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS:

The material changes and commitments between the date of the balance sheet and the date of the report are reported in Point No. 2 of this Report.

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

A. Conservation of Energy and Technology Absorption:

a) The Company's operations involve very low energy consumption. Wherever possible energy conservation measures have been implemented and there are no further areas where energy conservation measures can be taken. However, efforts to conserve and optimize the use of Energy through improved Operational methods and other means will continue.

b) The Company has no collaborations and is engaged in the manufacture of the products by its own developed methods/ operations. The Company has setup a Research and Development Centre whose emphasis is on product development, product quality, Cost reduction, energy conservation and improvement in process productivity. The Company has also setup Laboratory and Quality Control Department to ensure the quality of different products manufactured.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the year was ' Nil.

C. Reporting under Environmental, Social and Governance under BRSR Framework:

The Company has started taking the initiative voluntarily for implementing various aspects under the Environmental, Social, and Governance pillars for an organization under Business Responsibility and Sustainability Reporting Framework.

The Company has set certain targets as follows to achieve Environmental, Social & Governance growth:

1) To reduce Carbon emissions and to initiate the Carbon Footprint mapping across all the units of the organization.

2) To implement waste auditing and waste management policies for all types of Industrial Waste.

3) To minimize freshwater usage and recycle processed water within factories maintaining zero liquid discharge.

4) To implement and carry out Health & Safety Awareness Programmes at all units of the organization.

To achieve the decided targets the management has started implementing the action plan across the organization with respect to:

Environmental Pillar:

a) Waste Management: Proper segregation and disposal of organic and inorganic waste as well disposing e-waste and hazardous waste with authorized recyclers.

b) Water Recycling Projects: Using the treated effluent for gardening and recycling the process water wherever possible resulting to reduced freshwater usage.

c) Energy Management: Switching towards clean-renewable energy and using biomass instead of fossil fuels resulting to less carbon emission.

Social Pillar:

a) Health & Safety: Ensuring human and machine safety by various projects viz. Electrical Safety by Residual Current Circuit Breaker(RCCB), Emergency Switch, Water-proof On Off starter and Machine safety by using engineering techniques.

b) HR Policies: Various activities conducted for Employees wellbeing to maintain work life balance, mental and physical health and family engagement activities.

22. RISK MANAGEMENT POLICY:

Various risks such as financial risk arising out of the operations, increased competition in the sectors/areas of the Company, business conditions in the markets and other risks have been identified and taken into account while formulating policies. The Directors get themselves trained and educated on various risks factors. Periodic reviews are also being taken to improve the same.

Hence at present the Company has not formulated any Policy for Risk Management, however during the course of business the Management looks after and studies the Business Risks involved.

23. NOMINATION AND REMUNERATION POLICY:

The Company has constituted a Nomination and Remuneration Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015. The said Nomination & Remuneration committee at present is constituted as under: -

1) Mr. Vijaykumar Kankaliya- Chairman- Independent Director

2) Dr. Ajitkumar Mandlecha- Member- Independent Director

3) Mr. Rajendra Lunkad- Member- Independent Director

4) Mr. Ritesh Mehta- Member- Independent Director

24. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 in respect of CSR activities are not applicable to the Company.

25. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Rules there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and other statutory committees.

26. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the year under review the holding subsidiary relationship between Chordia Food Products Limited and Aveer Foods Limited has been extinguished and both the entities have started working independently. Apart from this, there is no change in the nature of business.

27. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL [KMP] WHO WERE APPOINTED OR HAVE RESIGNED DURING THE FINANCIAL YEAR

Directors appointed/ceased during the financial Year:

28. COMPOSITION OF COMMITTEES

a) Audit Committee:

The Company has constituted an Audit Committee in terms of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The said Audit committee at present is constituted as under: -

1) Mrs. Samruddhi Mehta.- Chairperson - Independent Director

2) Mr. Vijaykumar Kankaliya- Member- Independent Director

3) Dr. Ajitkumar Mandlecha- Member- Independent Director

4) Mr. Rajendra Lunkad- Member- Independent Director

5) Mr. Ritesh Mehta- Member- Independent Director

6) Mr. Bapu Gavhane- Member- Executive Director

b) Stakeholder Relationship Committee:

The Company has constituted Stakeholder Relationship Committee in terms of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015. The said Stakeholder Relationship Committee at present is constituted as under:-

1) Mr. Vijaykumar Kankaliya- Chairman- Independent Director

2) Dr. Ajitkumar Mandlecha, - Member- Independent Director

3) Mrs. Samruddhi Mehta- Member- Independent Director

4) Mr. Rajendra Lunkad- Member- Independent Director

5) Mr. Bapu Gavhane- Member- Executive Director

29. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereunder are annexed as an Annexure III of this report.

30. SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:

The Company has not received any orders from any regulator, court & tribunals other than those mentioned above approving the Scheme of Demerger of Food Division of Chordia Food Products Limited [CFPL] into Aveer Foods Limited [AFL] by Hon'ble NCLT, Mumbai Bench.

31. CASH FLOW:

The Cash Flow Statement for the financial year ended 31^st March 2023 is attached to the Financial Statements.

32. CORPORATE GOVERNANCE:

As per Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to those Companies whose paid up equity share capital does not exceed ' Ten Crore and net worth does not exceed ' Twenty Five Crore, as on the last day of the previous financial year.

As the Company is not complying with the said criteria, the Corporate Governance is not applicable to the Company and accordingly the Company has not furnished the Corporate Governance Report and the Compliance Certificate of CEO/Managing Director in terms of SEBI Listing Regulations, 2015.

33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

During the year under Report the Company has in place Anti-sexual Harassment Policy and also complied with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and constituted an 'Internal Complaints Committee' to ensure protection against sexual harassment of women at workplace and for the prevention and redressal of complaints of sexual harassment at all the administrative units and offices. During the Year under Report, there was no instance of Sexual Harassment of Women at Workplaces.

34. SECRETARIAL STANDARDS:

During the year under review the Company has complied with all applicable mandatory Secretarial Standards issued by Institute of Company Secretaries of India, and approved by the Central Government u/s 118(10) of the Companies Act, 2013.

35. STATEMENT REGARDING INDEPENDENT DIRECTORS:

The Board of Directors is of the opinion that the Independent Directors including the Independent Director appointed during the financial year holds the highest standards of integrity and possess necessary expertise and experience including proficiency in the field in which the Company operates.

36. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There is no application made by the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC] nor there are any proceeding pending under IBC.

37. DETAILS OF VALUATION DONE BY THE COMPANY IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

This Clause is Not Applicable to the Company.

38. APPRECIATION:

Your Directors wish to place on record their sincere appreciation of the continued support from the Company's Bankers, valued Customers, Distributors, Suppliers of the Company.

The Directors are also thankful to the officials of the Government of India, State Governments, Local Authorities for their continued help and timely assistance extended to the Company.

1

4 Independent Directors were appointed on 30^th June, 2022 and Mrs. Samruddhi Mehta, Independent Woman Director was appointed on 15^th July, 2022. Therefore, for the first three Board Meetings, only the Promoter Directors were present.