Abram Food Ltd Directors Report

Dear Members,

Your Directors are pleased to present this 18th Annual Report of Abram Food Limited (formerly known as Abram Food Private Limited) ( the Company ) along with the audited financial statements of the Company for the financial year ended 31st March, 2026.

1. FINANCIAL SUMMARY

The highlights of the Financial Statements are detailed hereunder.

The Companys financial performance for the financial year ended 31st March 2026 as compared to the previous financial year ended 31st March, 2025 is summarized below:

(Amount in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	11211.78	6404.49
Other Income	13.81	4.70
Total Income	11225.59	6409.19
Cost of materials consumed	1759.97	3587.59
Purchases of Stock-in-Trade	9714.94	2084.44
Changes in inventories of finished goods and stock in traded	(800.66)	126.44
Employee Benefit Expenses	63.69	42.79
Finance Cost	72.40	51.22
Depreciation and amortization expenses	52.02	29.19
Other Expenses	79.13	56.06
Total Expenses	10941.49	5977.73
Profit / (Loss) before tax	284.10	431.46
Current Tax	48.82	109.38
Deferred tax	0.19	0.46
Earlier Year Tax	0.03	(3.93)
Profit / (Loss) after tax	235.06	325.55
Earning Per Equity Share - Basic & Diluted (in Rs.)	4.89	9.05

The Company has prepared the financial statements in accordance with the generally accepted accounting principles in India (Indian GAAP) to comply in all material respects with the notified Accounting Standards (AS) under Section 133 of the Companies Act, 2013 (the Act), read with rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules, 2016.

1. FINANCIAL PERFORMANCE & HIGHLIGHTS

During the FY 2025-26 (FY26), your Company has earned a net profit of INR 235.06 Lakhs (Rupees Two Hundred Thirty Five Lakh & Six Thousand only) as compared to a profit of INR 325.55 Lakhs (Rupees Three Hundred Twenty Five Lakh & Fifty Five Thousand only) in the previous year.

The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth. Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming years and hence are in the continuous process of developing new products and tailor made services for its customers.

2. COMPANY OPERATIONS AND STATE OF AFFAIRS

The Company is engaged in the manufacturing and trading of a diversified portfolio of food grains, pulses, flour, spices, cattle feed and edible oils. Our principal products include Chana, Kabuli Chana, Chana Dal, Besan, Chana Churi/Chilka, Flour, Barley, Moong, Wheat, Spices and Cattle Feed, along with a growing range of edible oils including Crude Degummed Soya Oil, Crude Palm Oil, Maize Refined Oil, Mustard Oil, RBD Palmolie Oil and Refined Soyabean Oil. These products are marketed under the brand name Kherliwala in Rajasthan, Delhi/NCR, Uttar Pradesh and Haryana through our distributor network.

The Company also provides Chana Dal, Atta, Besan, Chana Churi and Cattle Feed to the distributors in bulk quantities of ranging from 30 to 50kg packaging to sell in loose quantity to end customer through retail outlets.

The Company follows standard packing process to ensure that quality and authentic taste of our products range remains intact.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Our revenues from operations for financial year ended on Fiscals 2026 & 2025 were Rs. 11211.78 Lakhs and Rs. 6404.49 Lakhs respectively. Our PAT for the financial year ended on Fiscals 2026 & 2025 was Rs. 235.06 Lakhs & Rs 325.55 Lakhs respectively.

Our senior management team holds rich experience in the FMCG products, with in-depth experience and knowledge in the sourcing, production, pricing, sale and distribution of FMCG products and have close relationships with our customers and suppliers. Our senior management team has a comprehensive understanding of the local conditions of the regions in which we operate and has the financial and commercial skills, operational knowledge and experience required to continue to develop and expand our business.

The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.

4. SHARE CAPITAL:

A) Authorized Share Capital

The authorized capital of the Company as on 31.03.2026 stands at Rs. 6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of Rs. 10.00/- (Rupees Ten).

B) Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2025-26, was Rs. 515.40 Lakhs divided into 51,54,000 Equity Shares of Rs. 10/- each.

Issued, Subscribed & Paid-up share Capital was increased from Rs 372.60 Lakhs divided into 37,26,000 Equity Shares of face value of Rs. 10/- each (FY 24-25) to Rs. 515.40 Lakhs divided into 51,54,000 Equity Shares of Rs. 10/- each (FY 25-26). In conjunction with the listing, the Company has successfully issued 14,28,000 new equity shares at a face value of Rs. 10 each. These shares were issued at a premium of Rs. 88/- per share, resulting in an effective issue price of Rs. 98 per share. The public response to this offering was overwhelmingly positive, with the issue being subscribed by 28 times.

The Company has achieved a significant milestone by listing its shares on the BSE SME platform wef 1st July 2025. This strategic move marks the companys entry into the public capital markets, enhancing its visibility, credibility, and accessibility to a broader range of investors.

C) Issue of equity shares with or without differential rights (Material Event after the closure of Financial Year)

The Company has not issued any equity shares with or without differential rights as to dividend, voting or otherwise after the closure of Financial Year. Accordingly, the disclosure requirements prescribed under Section 43(a)(ii) of the Companies Act, 2013 read with the applicable Rules made thereunder are not applicable.

D) Issue of sweat equity shares

During the year company has not issued any type of Sweat Equity Shares.

E) Issue of employee stock options

During the year company has not issued any type of employee stock options.

F) Issue of Bonus shares

No Bonus share has been issued during the year.

5. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company. 6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY The Company does not have any Subsidiary, Joint Venture and Associate Company during the year under review. 7. DEMATERIALISATION OF SHARES: During the year under review, all the equity shares of the Company were held in dematerialized form with National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL). As on March 31, 2026, the entire shareholding of the Company stood in dematerialized form The ISIN of the Company is INEOZDY01011. M/s. KFIN Technologies Limited is the Registrar and Share Transfer Agent of the Company. 8. TRANSFER TO RESERVE AND SURPLUS The Company has transferred amount Rs. 235.06 Lakhs to Reserve and Surplus Account in FY 25-26. 9. DIVIDEND In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore, finds it prudent not to propose any dividend for the year under reporting. 10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year. 11. DEPOSITS The Company has not invited/accepted any deposits from the public during the year ended March 31, 2026. There were no unclaimed or unpaid deposits as on March 31, 2026. 12. DIRECTORS Your Company believes that a strong Board is imperative to create a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. As on March 31, 2026, the Board of Directors of the Company consists of optimum combination of Executive Directors, Non-Executive Director & Independent Directors of the Company. A) Composition As on March 31, 2026, the Company has Five Directors and Two KMPs with an optimum combination of Executive, Non-Executive Directors & Independent Directors, below is the composition of the Board of Directors

: Name of the Board of Director and Key Managerial Person	Designation/Change in Designation	Date of Appointment at Current Designation
Brij Bhushan	Managing Director	28/12/2023
Sanjay Kumar Jain	Non-Executive Director	28/03/2016
Mona Singhal	Non-Executive Director	28/03/2016
Pravita Khandelwal	Independent & Non-Executive Director	02/12/2024
Pooja Kapoor	Independent & Non-Executive Director	02/12/2024
Arpit Gupta	CFO	28/12/2023
Sanjiva Gaur	Company Secretary	02/12/2024

1. Induction, Re-Appointment, Change in designation and Resignation During the Financial year under review and date of board report, no changes took place in the composition of the Board of Directors of the Company. During the financial year under review and date of board report, no changes took place in the composition of the KMP of the Company:

C) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company, Ms. Mona Singhal (DIN: 07457919), Director of the Company, who retires by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment and the Board recommends his re-appointment on the same terms and conditions.

D) Declaration by an Independent Director(s) and re-appointment, if any

The Company has received necessary declaration from all the independent directors that they meet the criteria of Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013. The Independent Directors have also confirmed that they have complied with the Companys Code of Business Conduct & Ethics.

E) Constitution of Various Committee (Approved by the Board of Directors at their Meeting held on 2nd December, 2024:

Sr. No.	Name of the Committee	Chairperson	Members
1.	Audit Committee	Ms. Pravita Khandelwal (Non-Executive Independent Director)	Ms. Pooja Kapoor (Non-Executive Independent Director)
2.	Nomination & Remuneration Committee	Ms. Pravita Khandelwal (Non-Executive Independent Director)	Ms. Mona Singhal (Non-Executive Director)
3.	Stakeholders Relationship Committee	Ms. Pravita Khandelwal (Non-Executive Independent Director)	Ms. Mona Singhal (Non-Executive Director)
4.	Secretary for the Committees	Sanjiva Gaur, Company Secretary & Compliance Officer will act as Secretary for all the three Committees.	Mr. Sanjay Kumar Jain (Non-Executive Director)

14. DISCLOSURE BY DIRECTOR

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

15. PERFORMANCE EVALUATION

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The performance of the Board of Directors and its Committees were evaluated on various parameters such as structure, composition, experience, performance of specific duties and obligations, quality of decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance, participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors, Nomination Committee and Audit Committee and also discussed various initiatives to further improve the Board effectiveness.

In a separate meeting of Independent Directors held on March 27th, 2026 performance of nonindependent Directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Criteria for performance evaluation criteria is available on the website of the Company at https://abramfood.in/ .

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS PROVIDED UNDER SECTION 178 (3)

The Company has in place a Nomination & Remuneration Committee in accordance with the requirements of the Companies Act, 2013.

The Committee has formulated a policy on Directors appointment and remuneration including recommendation of remuneration of the key managerial personnel including senior management and other employees, composition and the criteria for determining qualifications, positive attributes and independence of a director and the policy is available on the website of the Company i.e. https://abramfood.in/

17. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the Company has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and Employees to report genuine concerns. The vigil mechanism provides for

a) adequate safeguards against victimization of persons who use the vigil mechanism; and b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases. No complaint of this nature has been received by the Audit Committee during the year under review. No person has been denied access to the Chairperson of the Audit Committee. During the financial year 2025-26, no cases under this mechanism were reported to the Company. The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Companys website at the link: https://abramfood.in/investor-relations/

18. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

In accordance with the provisions of the Companies Act, 2013, and based on the declarations received from the independent directors, the Board of Directors hereby affirms that the independent directors appointed by the Company, possess the requisite integrity, expertise, and experience to effectively contribute to the governance of the company.

The independent directors have demonstrated a high degree of professionalism, ethical standards, and integrity, and they bring significant expertise and experience to the Board. Their diverse backgrounds and skills, including proficiency in areas such as finance, legal, corporate governance, industry expertise, enable them to provide valuable insights and objective judgment in the best interest of the company and its stakeholders.

Furthermore, the Board is of the opinion that all independent directors appointed by the Company, have met the criteria of independence as laid down in Section 149 of the Companies Act, 2013, and the Rules made thereunder, and have complied with the Code for Independent Directors prescribed under Schedule IV of the Act. Their contributions to Board discussions have been instrumental in enhancing the strategic direction and governance framework of the Company.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure-1.

20. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) the directors had 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 as at March 31, 2026 and of the profit of the Company for that period; (iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the directors prepared the annual accounts on a going concern basis; (v) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. (vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

20. NUMBER OF MEETINGS HELD DURING FINANCIAL YEAR 2025-26:

(A) DETAILS OF BOARD MEETINGS

Eight meetings of the Board were held during the year. The details of meeting & attendance are given hereunder. The intervening gap between the Meetings was within the prescribed period.

SR. No.	Date of Board Meeting	Attendance (Mr. Brij Bhushan, Mr. Sanjay Kumar Jain, Ms. Mona Singhal, Ms. Pravita Khandelwal, Ms. Pooja Kapoor)
1	03-04-2025	Present, Present, Present, Present, Present
2	05-06-2025	Present, Present, Present, Present, Present
3	17-06-2025	Present, Present, Present, Present, Presents
4	27-06-2025	Present, Present, Present, Present, Present
5	28-08-2025	Present, Present, Present, Present, Presents
6	29-10-2025	Present, Present, Present, Present, Present
7	13-11-2025	Absent, Present, Present, Present, Present
8	11-03-2026	Present, Present, Present, Present, Present

(B) DETAILS OF GENERAL MEETINGS

The Details of General meetings held during the financial year 2025-2026 along with the attendance of directors present in the meetings are mentioned below:

SR. No.	Date of General Meeting	Type of General Meeting	Attendance (Mr. Brij Bhushan, Mr. Sanjay Kumar Jain, Ms. Mona Singhal, Ms. Pravita Khandelwal, Ms. Pooja Kapoor)
1.	29-09-2025	AGM	Present, Present, Present, Present, Present

(C) DETAILS OF THE MEETINGS OF THE AUDIT COMMITTEES OF THE BOARD

SR. No.	Date of Meeting	Ms. Mona Singhal	Ms. Pravita Khandelwal	Ms. Pooja Kapoor
1	05-06-2025	Present	Present	Present
2	28-08-2025	Present	Present	Present
3	29-10-2025	Present	Present	Present
4	13-11-2025	Present	Present	Present
5	11-03-2026	Present	Present	Present

(D) DETAILS OF THE MEETINGS OF THE NOMINATION & REMUNERATION COMMITTEE OF BOARD OF DIRECTORS:

SR. No.	Date of Meeting	Ms. Mona Singhal	Ms. Pravita Khandelwal	Ms. Pooja Kapoor
1	03-04-2025	Present	Present	Present

(E) DETAILS OF THE MEETINGS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING OF BOARD OF DIRECTORS:

SR. No.	Date of Meeting	Ms. Mona Singhal	Ms. Pravita Khandelwal	Mr. Sanjay Kumar Jain
1	31-03-2026	Present	Present	Present

Further the terms of reference of the Committees and other information, stakeholders may access the Companys website at the link: https://abramfood.in/ .

22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

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

The Company has developed and implemented a Risk Management Policy and the Board shall review the probable risks identified and mitigation measures periodically.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

25. CORPORATE SOCIAL RESPONSIBILITY

During the period under review the company is not covered under the criteria of applicability of Corporate Social Responsibility pursuant to the provisions of Section 135 of the Companies Act, 2013.

26. DETAILS OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial year ended on 31.03.2026.

27. APPOINTMENT OF AUDITOR

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force] and pursuant to recommendations of the Board of Directors of the Company, M/s. Gaur & Associates, Chartered Accountants (Firm Registration No. 005354C) were appointed as the Statutory Auditors of the Company at the 16th Annual General Meeting held on 30/09/2024 to hold office for a term of 5 (Five) consecutive years from conclusion of this Annual General Meeting till the conclusion of the 21st Annual General Meeting of the Company at such remuneration as may be determined by the Board of Directors

The reports given by the Auditors, M/s. Gaur & Associates, Chartered Accountants on the standalone financial statements of the Company for the year ended 31st March, 2026 forms part of this Annual Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

28. SECRETARIAL AUDIT REPORT

The Board has appointed Nitin Bhardwaj, Practicing Company Secretary (COP -27276) of M/s Nitin Bhardwaj & Associates (Company Secretaries), to conduct Secretarial Audit for the financial year 2025-26. The Secretarial Audit Report for the financial year ended March 31st, 2026 is annexed herewith marked as Annexure -4 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

29. INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

In due compliance of Section 138 of Companies Act, 2013, M/s R Goyal And Co.- FRN 027361C, Chartered Accountants, Alwar- Raj was appointed as Internal Auditors for the FY 25-26.

30. RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, M/s Nitin Bhardwaj & Associates (Company Secretaries), New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL & NSDL and in physical form with respect to admitted, issued and paid up capital of the Company.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

32. TRANSACTIONS WITH RELATED PARTIES

During the Financial Year ended 31st March, 2026, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arms length basis.

During the year under review, the Company entered into certain Related Party Transactions in the ordinary course of business and on an arms length basis. Although the transactions undertaken during the Financial Year 2025-26 did not exceed the applicable materiality thresholds prescribed under the Companies Act, 2013, the Company had, as a measure of good corporate governance and in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, obtained the approval of the Members by way of a Ordinary Resolution passed at the Extraordinary General Meeting held on 28 March 2025 for the proposed Related Party Transactions to be entered into during the Financial Year 2025-26.

The Related Party Transactions undertaken during the year remained within the limits approved by the Members and were carried out in the ordinary course of business and on an arms length basis.

However, there have been no materially significant related party transactions made by the Company with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the interests of the Company at large.

All Related Party Transactions entered into by the Company during the Financial Year 2025-26 were undertaken in the ordinary course of business and on an arms length basis, in compliance with the provisions of the Companies Act, 2013 and the applicable Rules made thereunder. During the year under review, no Related Party Transaction constituted a material transaction or exceeded the prescribed threshold limits requiring disclosure under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Accordingly, the particulars of Related Party Transactions in the prescribed Form AOC-2 are annexed to this Report as Annexure-2.

The Policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at following web-link: https://abramfood.in/investor-relations/ .

33. EXTRACT OF ANNUAL RETURN: Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the disclosure of extract of annual return is not applicable to the Company.

34. DISCLOSURE ABOUT COST AUDIT

The provision of maintenance of cost audit records and filing the same is not applicable to the Company.

35. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND DATE OF BOARD REPORT

There have been no material changes or commitments occurred between the end of the financial year to which the financial statements relate and the date of this report that affect the financial position of the company.

36.UTILIZATION OF PROCEEDS

The proceeds of the issue are being utilised for the objects stated in the Offer Document/Prospectus, and the utilisation has been monitored and disclosed in accordance with the applicable regulatory requirements. The Company raised funds of Rs. 1,399.44 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been utilized in the manner as proposed in the Prospectus.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. Report on the utilization of proceeds is attached in Annexure 6 and form part of this report.

37.SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Companies Secretaries of India.

38.WEBADDRESS

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely https://abramfood.in/ containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

39.ANNUAL RETURN

A copy of the Annual Return as provided under section 92(3) read with Section 134(3) (a) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the Companys website and can be accessed at https://abramfood.in/annual-return//

40.DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a strong framework 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 (PoSH Act) and Rules framed thereunder. All employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee (ICC) is in place to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the PoSH Act.

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and practices. PoSH awareness and sensitization are an integral part of this process.

During the year under review, no complaints were received under the policy for prevention, prohibition & redressal of sexual harassment of women at workplace.

The details of complaints received or disposed off during the reporting year are as follows:

Number of Sexual Harassment Complaints received	Nil
Number of Sexual Harassment Complaints disposed off	NA
Number of Sexual Harassment Complaints pending beyond 90 days	NA

Details of employees as on March 31, 2026 are as under:

Female Employees in the Company	3
Male Employees in the Company	13
Transgender Employees in the Company	0
Total no. of employees	16

41. MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

42. PARTICULARS OF EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration: Annexed as Annexure 3.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this regard.

44. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year till 2026-2027 to Bombay Stock Exchange of India Limited (BSE) according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited for the financial year till 2026-2027.

45. CODE OF CONDUCT.

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company. All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics & Conduct. (ANNEXURE - 5)

46. PREVENTION OF INSIDER TRADING

The Company is committed to maintaining the highest standards of corporate governance, transparency, integrity, and ethical conduct in all its business activities. In line with the requirements of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (PIT Regulations), the Board of Directors has adopted a comprehensive Code of Conduct to regulate, monitor and report trading by Designated Persons and other Connected Persons.

To ensure the proper handling of Unpublished Price Sensitive Information (UPSI), the Company has also adopted a Code of Practices and Procedures for Fair Disclosure of UPSI, which lays down principles for the prompt, uniform and fair disclosure of UPSI to investors and the public. The Code also prescribes adequate safeguards to preserve the confidentiality of UPSI and ensures that such information is shared strictly on a need-to-know basis for legitimate business purposes.

The Company observes the Trading Window Closure during the period preceding the declaration of financial results and upon the occurrence of other material events, in accordance with the provisions of the PIT Regulations and the Companys Code of Conduct. During the closure period, Designated Persons and their immediate relatives are prohibited from dealing in the Companys securities.

The Companys Code of Conduct and Code for Fair Disclosure of UPSI are available on its website and can be accessed at: https://abramfood.in/investor-relations/#Policies

Further, pursuant to Regulation 3(5) of the PIT Regulations, the Company has implemented and maintains a Structured Digital Database (SDD) through The PIT Archive Compliance Software. The SDD is maintained in accordance with the regulatory requirements and captures complete particulars of persons with whom UPSI is shared, along with the nature of the information, date and time of sharing, and other prescribed details. The system provides a secure, tamper-proof and auditable record of all instances of UPSI sharing, thereby ensuring that such disclosures are made solely for legitimate purposes and on a strict need-to-know basis.

Through these robust governance mechanisms, the Company continues to strengthen its compliance framework and reaffirms its commitment to maintaining the highest standards of corporate governance, information security, regulatory compliance, and investor confidence.

47. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

a) There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation b) No fraud has been reported by the Auditors to the Audit Committee or the Board. c) There has been no application made or pending under Insolvency and Bankruptcy Code, 2016 d) As per Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued Sweat equity shares. e) As per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period under review, your Company has not issued equity shares under the scheme of employee stock option. f) As per Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014, regarding voting rights exercised directly or indirectly by the employees in respect of shares held by them: NA as no shares have been allotted to Employees as on date. g) During the Financial Year under review, the Company neither filed any application nor had any proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company. h) As per Rule 8(5) (xii) of Companies (Account) Rules, 2014, during the year under review, the Company has not any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

48. ACKNOWLEDGMENTS

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Abram Food Limited family.

For and on behalf of the Board Abram Food Limited
Brij Bhushan	Mona Singhal
Managing Director	Director
DIN:01934853	DIN:07457919
Address: Plot No. 11, Flat No. 502	Address: Plot No. 11,
Motidungri Excellency,	Flat No. 502
Alwar, Rajasthan	Motidungri Excellency, Alwar
India, 301001	Rajasthan, India 301001
Date: 29/08/2026
Place: New Delhi