DFM Foods Ltd Directors Report

Dear Shareholders,

The Board of Directors have pleasure in presenting their Report and the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY

(Rs. in Lakhs)

Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Revenue from operations	55,355	58,608
Profit/(Loss) beforetax	(642)	(6,217)
Profit/(Loss) after tax	(607)	(6,260)

The Financial Statements have been prepared in accordance with Section 133 of the Companies Act, 2013 ("the Act") read with the rules made thereunder and Indian Accounting Standards (Ind AS); these along with the Auditors Report, form part of the Annual Report. In FY 2023-24, the Company demonstrated resilience despite a challenging business environment and ongoing inflationary pressures that impacted consumption patterns. The revenue saw a decline of 5.5%, totalling 553.5 Crores, compared to 586.1 Crores in FY 2022-23. However, despite this revenue drop, the Company significantly reduced its losses from 62.6 Crores to 6.07 Crores in FY 2023-24, marking an impressive 90% improvement due to effective measures taken to reduce the marketing costs and overall overheads during the period.

BUSINESS OUTLOOK

The Company holds significantposition in

Indias rapidly growing packaged snacks market, driven by its flagship brand, Crax. It benefits from increasing consumer demand for convenient and affordable snack options, fueled by urbanization and evolving lifestyles. To capitalize on these trends, the Company emphasizes continuous product innovation, diversifying its offerings to cater to varying consumer preferences. In the extruded snacks category, efforts are focused on revitalizing the product portfolio, while in the non-extruded category, the focus remains on scaling up the potato chips line as a core strength and expanding the range of namkeens and other products to maximize capacity utilization.

A robust distribution network ensures effective market penetration in both urban and rural areas, with plans to enhance rural reach through tailored packaging and expanded channels. Recognizing the importance of e-commerce, the Company is also strengthening its online presence to drive future growth.

Sustainability remains a key priority, with initiatives to reduce plastic usage and responsibly manage waste, aligning with regulatory requirements and the expectations of environmentally conscious consumers.

Despite challenges such as intense competition and raw material price volatility, the Company is well-positioned for sustained growth and value creation in the vibrant Indian snacks industry.

2. ENHANCING PRODUCT PORTFOLIO

Over the past 40 years, the Company has delighted consumers with a diverse range of snacks, such as Crax Rings, Curls, Fritts, and Natkhat, as well as a variety of namkeens and potato chips. To ensure consistent quality, the Company has advanced manufacturing facilities in Ghaziabad, Greater Noida, Kashipur, Howrah and Hyderabad. The Company has an extensive product portfolio that includes a variety of snacks catering to different tastes and preferences suiting all age groups.

• Crax Corn Rings: The timeless snack that been delivering joy for years kids.

• Crax Biggies: Big in size with irresistible swiss cheese flavor! This premium snack is your perfect partner for movie nights, favourite shows or game nights.

• Crax Curls: Another favorite, these are curled corn puffs that are unique for their melt in the mouth texture. They are available in multiple flavors like Chatpata Masala, Cheesy Delight and Tomato Treat.

• Natkhat: Classic old favorite, drive away those hunger pangs with the delight of

Crax Natkhat! These crispy wheat puffs are a universal favorite. Whether its a cozy tea-time or a movie marathon, theyre the perfect choice for any occasion. Indulge in the deliciousness with 3 tempting flavors: Classic and Masala and newly launched Chatpata Imli.

• Crax Fritts: Unique fries-shaped snacks have a distinctive blend of crunchy corn and potatoes. Plus, its baked, not fried, so you can indulge guilt-free, especially in the irresistible Cream & Onion and Achari Chatka flavor and newly launched Peri Peri flavor.

• Crax Crunchy Pipes: Made from wheat and lightly seasoned, this treat is tailored to satisfy your cravings like never before.

• Crax Crunchy Noodles: Indulge in a noodle shaped snack which offers a flavor fiesta in every bite, delivering a satisfying crunch and a burst of taste. Available in a yummy tangy and spicey masala flavor.

• Crax Namkeens: A variety of traditional Indian savory mixes, including bhujiya and daal mixtures. Spicy, tangy, or crispy bites, weve got something for everyone. Explore a mouthwatering variety, including our famous Mast Mattar and Double Mazza namkeens.

The Company has been at the forefront of extruded snack innovation in India, launching recently Biggies, Natkhat Imli and Fritts Peri Peri. We will continue to bring innovative snacks to Indian consumers to keep offering them great snacking experiences.

3. DELISTING OF EQUITY SHARES

During the financial year 2022-23, AI Global Investments (Cyprus) PCC Limited ("Acquirer/ Promoter") and AI Darwin (Cayman) Limited ("PAC"), as person acting in concert with the Acquirer, made an offer to acquire all the Equity Shares held by Public Shareholders and accordingly to delist the Company in accordance with the provisions of Securities and Exchange Board of India (Delisting of Equity Shares), Regulations 2021 ("Delisting Regulations"). In accordance with the Delisting Regulations, the remaining Public Shareholders of the Company who did not or were not able to participate in the Counter Offer and are still holding Equity Shares in the Company, were provided an option to tender their Equity Shares at an Exit Price of Rs. 467 (Rupees Four Hundred and Sixty Seven) per equity share during a period of one year from the date of delisting, i.e., till April 4, 2024, on the terms and

Accordingly, as on March 31, 2024, the Issued and Paid-up equity share Capital of the Company is Rs. 10,08,21,730 divided into 5,04,10,865 Equity Shares of face value of Rs. 2/- each.

Date of Allotment	Equity Shares
	Issued & Allotted
July 12, 2023	5,392
August 1, 2023	1,132
August 8, 2023	66,156
August 30, 2023	33,538
September 5, 2023	814
September 21, 2023	8,317
October 23, 2023	10,159
January 6, 2024	8,462
February 22, 2024	557
March 31, 2024	462
Total	1,34,989

subject to the conditions set out in the Exit Letter of Offer.

The exit offer period concluded on April 4, 2024. In pursuance of the said exit offer and as on March 31, 2024, the Acquirer has acquired 10,08,503 equity shares, in aggregate, at price of Rs. 467 per share, constituting 96.56% of the paid up equity share capital of the Company.

4. DIVIDEND

After evaluating the Companys cash flow, and overall financial performance, the Board decided not to declare dividend for the financial year ended March 31, 2024.

5. RESERVES

Your Company has not transferred any amount to the reserves during the year under review.

6. CHANGE IN CAPITAL STRUCTURE

As on date, the Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores Only) divided into 6,50,00,000 (Six Crore Fifty Lakh) Equity Shares of Rs. 2/- each and 20,00,000 (Twenty Lakh) Cumulative Convertible Preference Shares of Rs. 10/- each carrying dividend @10% per annum.

During the financial year under review, your Company has issued and allotted the following equity shares of face value of Rs. 2/- each to the eligible employees of the Company for the exercise of ESARs granted under Employees Stock Appreciation Rights Plan, 2020:

Further, during the financial year under review, the Company has neither issued sweat equity shares nor issued Equity Shares with differential rights as to dividend, voting or otherwise.

7. ESOP AND ESAR a) Employees Stock Option Scheme ("ESOP")

During the financial year, change in the DFM Foods Employee Stock Option Plan 2014 of the Company. b) Employees Stock Appreciation Rights ("ESAR")

Disclosure under Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 for the has been no period under review is mentioned below:

S. No Particulars	Details
1. ESARs granted	26,57,079
2. ESARs vested	1,43,504.67
3. ESARs exercised	3,61,132.39
4. Total number of equity shares arising as a result	1,34,989
of exercise of ESARs
5. ESARs lapsed	12,30,063.13
6. ESAR exercise price	The ESAR Grantee shall pay the face value of a Share prevailing at the time of such allotment per Share allotted subject to additional payment/ recovery of applicable taxes.
	The present face value of the equity share is Rs. 2.00 per share.
	The ESARs have been exercised at the exit offer price of Rs. 467 per equity share.
7. Variation of terms of ESARs	The shareholders in their meeting held on November 29, 2023 have approved the amendments of Employees Stock Appreciation Rights Plan 2020 in compliance with the provisions of Section 62(1)(b) of the Act read with Rule 12 of Companies (Share Capital and Debenture) Rules, 2014
8. Money realized by exercise of ESARs	Rs. 2,69,978
9. Total number of ESARs in force (Active ESARs)	28,05,268.48
10. ESARs granted to key managerial personnel:
a. Mr. Vipul Prakash (Managing Director & CEO)	10,00,000
b. Mr. Nikhil Mathur (Chief Financial Officer)	90,000
c. Ms. Vaishali Singh (Company Secretary)	23,000
11. Any other employee who receives a grant of ESARs in any one year of ESARs amounting to 5% or more of ESARs granted during that year*
a. Mr. Swayam Prakash Misra Chief Sales Officer	2,10,000
b. Mr. Himanshu Maloo1 Chief Supply Chain Officer	1,50,000
c. Mr. Kanwal Kishore2 Chief Supply Chain Officer	1,50,000

 

S. No Particulars	Details
12. Identified employees who were granted ESARs, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant	Nil

*The details pertain to the financial year 2023-24. For previous financial years, kindly refer respective years Annual Reports.

1 Resigned w.e.f. November 2, 2023 2 Resigned w.e.f. February 18, 2024

8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint ventures or associate company. However, the Company is a subsidiary of AI Global Investments (Cyprus) PCC Limited.

9. MATERIAL CHANGES AND COMMITMENT 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 material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same; b) They 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 as at March 31, 2024 and of the loss of the Company for the year; c) They have 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; d) The annual accounts are prepared on a going concern basis; e) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination and Remuneration Committee of the Company. Currently, the Companys Board is comprised of seven members. The Chairman, Mr. Hemant Madhusudan Nerurkar is a Non-Executive Independent Director of the Company. Mr. Lagan Shastri was the Managing Director and CEO of the Company till the closing of the business hours of August 1, 2023. Mr. Vipul Prakash was appointed as an Additional Director and designated as the Managing Director and Chief Executive Officer of the Company with effect from August 1, 2023. The shareholders have approved the appointment of Mr. Vipul Prakash as the Managing Director and Chief Executive Officer of the Company in the Annual General Meeting (AGM) held on November 29, 2023.

Mr. Nihal Sarawgi was appointed as an Additional Non - Executive Non - Independent Director of the Company with effect from February 22, 2024. As per Section 149 of the Act, Mr. Nihal, being an Additional Director, holds office up to the date of the ensuing AGM. The resolution seeking shareholders approval for the appointment of Mr. Nihal as Non - Executive Non - Independent Director of the Company has been included in the Notice of the AGM together with his brief details. Mr. Sandeep Batra has been appointed as Non - Executive Independent Director of the Company with effect from April 16, 2024. As per Section 149 of the Act, Mr. Sandeep Batra, being an Additional Director, holds office up to the date of the ensuing AGM and is eligible to be appointed as an Independent Director of the Company. The resolution seeking shareholders approval for the appointment of Mr. Sandeep as Non-Executive Independent Director of the Company has been included in the Notice of the AGM together with his brief details.

Due to his increased personal and professional commitments, Mr. Anil Kumar Chanana resigned as Non-Executive Independent Director of the Company with effect from the closing hours of October 18, 2024 and Mr. Manu Anand (DIN: 00396716), who retires by rotation but has expressed his unwillingness to seek reappointment and therefore, would cease to be a Director of the Company on conclusion of the ensuing Annual General Meeting (AGM).

Mr. Hemant Madhusudan Nerurkar and Ms. Dipali

Hemant Sheth were appointed as Independent

Directors of the Company at the 27th AGM held on September 21, 2020 for a period of 5 (five) consecutive years commencing from January 14, 2020 upto January 13, 2025 (both days inclusive). In compliance with the provisions of Sections 149, 152 and Schedule IV of the Act, and the said directors being eligible, it is proposed to reappoint Mr. Hemant and Ms. Dipali for a second term as Independent Directors on the Board of the Company. The resolutions seeking shareholders approval for the re-appointment of Mr. Hemant and Ms. Dipalis as Non-Executive Independent Directors of the Company have been included in the Notice of the AGM together with their brief details.

The Board at its meeting held on December 07, 2024 and based on the recommendation of Nomination and Remuneration Committee, has proposed the above mentioned appointments/ re-appointments for approval of the shareholders at the ensuing AGM of the Company. Currently, Mr. Hemant Madhusudan Nerurkar, Mr. Sandeep Batra and Ms. Dipali Hemant Sheth are Non - Executive Independent Directors of the Company. Mr. Vipul Prakash, Executive Director, Mr. Sahil Dilip Dalal, Mr. Nihal Sarawgi and Mr. Manu Anand are Non - Executive Non - Independent Directors of the Company.

The Company has received a declaration from all the Independent Directors confirming that they satisfy the criteria of independence as prescribed under the provisions of the Act.

The Company has also received declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs for inclusion/ renewal of name in the databank of Independent

Directors.

In the opinion of the Board, all the Independent

Directors possess the attributes of integrity, expertise and experience including the proficiency required to be an Independent Director of the Company, fulfill the conditions of independence as specified in the Act and are independent of the management and have also complied with the Code for Independent Directors as prescribed in

Schedule IV of the Act.

According to the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, brief profile and other information of Mr. Nihal Sarawgi, Mr. Sandeep Batra, Mr. Hemant Madhusudan Nerurkar and Ms. Dipali Hemant Sheth are provided in the Notice convening the ensuing AGM of the Company and the relevant resolutions are recommended for approval of the members of the Company.

In terms of Section 203 of the Act, as on March 31, 2024, the Company has the following Key Managerial Personnel: a) Mr. Vipul Prakash, Managing Director & CEO

(w.e.f. August 1, 2023) b) Mr. Nikhil Mathur, Chief Financial Officer c) Ms. Vaishali Singh, Company Secretary (w.e.f. March 18, 2024) Mr. Lagan Shastri resigned as Managing Director and Chief Executive Officer with effect from the closing of the business hours of August 1, 2023. Mr. Raju Singh Tomer resigned as Company Secretary and Compliance Officer of the Company with effect from October 1, 2023.

12. BOARD AND COMMITTEES

All the Directors are esteemed professionals with diverse expertise, industry experience, educational backgrounds, and a gender mix relevant to achieving the Companys objectives and strategic goals.

Details about the Board and its Committees, including the number of meetings held and attended by the Directors, are given in Clause No. 2 of the Report on Governance.

As required by Schedule IV to the Act, a meeting of the Independent Directors was held on February 22, 2024, without the presence of other Directors. The Board Committees play a crucial role in the Companys governance structure. They have been constituted to address specific areas and activities mandated by applicable regulations that require closer review. The Board formally approves these Committees, assigning clearly defined roles to Members of the Board as part of good governance practices. The Chairman of each Committee reports to the Board on the discussions held during Committee meetings. The minutes of all Committee meetings are submitted to the Board for review. The Board Committees can invite special guests to meetings as appropriate. During the financial year under review, there were no instances where the Board did not accept the recommendations of the Audit Committee.

The Board has established the following statutory and non-statutory Committees: a) Audit Committee, b) Nomination and Remuneration Committee (Compensation Committee), c) Corporate Social Responsibility Committee, d) Stakeholders Relationship Committee, and e) Risk Management Committee.

The composition, terms of reference, number of meetings held, and business transacted by the Committees is given in the Report on Governance.

13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION POLICY

The Companys Policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, independence of Directors and other related matters as provided under Section 178(3) of the Act is furnished in Annexure 1 and forms part of this Report. The Policy is also available in the Investor Relations, on the website of the Company and can be accessed at the weblink https://crax. in/wp-content/uploads/2023/12/Nomination-and-Remuneration-Policy-2.pdf.

Subsequent to the voluntary delisting of the equity shares of the Company, the Board of Directors in its meeting held on June 20, 2023 has amended the Nomination and Remuneration Policy in compliance with the provisions of the Act. The details of familiarization programme for Independent Directors with the Company are placed on the website of the Company at the weblink https://crax.in/wp-content/ uploads/2024/07/Familiarization-Programme-for-FY-23-24.pdf.

14. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The details of evaluation of Directors, Committees and Board as a whole are provided in the Report on Governance.

15. INTERNAL FINANCIAL CONTROLS

The company has long upheld robust internal financial controls, supported by a diligent governance structure and regular reviews conducted by a highly respected internal audit firm. These measures have been instrumental in fostering trust and efficiencyacross our operations. Nevertheless, a few recent whistleblower complaints brought to light certain gaps in our procurement systems. While these instances are not reflective of our overall processes, we have taken immediate steps to address and resolve the identified issues, reaffirming maintaining the highest standards of operational integrity and continuous improvement.

16. UNPAID/ UNCLAIMED DIVIDEND

Pursuant to the provisions of Section 124(5) of the Act, final dividend for FY 2015-16 amounting to Rs. 12,25,835 which remained unpaid/unclaimed for a period of 7 years, from the date it was lying in the unpaid dividend account, has been transferred by the Company to the Investors Education and Protection Fund ("IEPF") of the Central Government. The details on transfer of unpaid to Investor Education and Protection Fund (IEPF) are given in Clause 6 (ix) of the Report on Governance.

17. AUDIT COMMITTEE

As on March 31, 2024, the Audit Committee comprises of Mr. Anil Kumar Chanana (Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant Sheth. The terms of reference of the Committee are included in the Report on Governance, which forms a part of this Report.

During the financial year under review, there have been no instances where the recommendations of the Audit Committee were not accepted by the Board.

However, after the closure of the financial year 2023-24, the Audit Committee has been reconstituted with effect from April 16, 2024, comprises of Mr. Sandeep Batra (Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant Sheth. Mr. Anil Kumar Chanana, in order to fulfil his personal and professional commitments, had conveyed his desire to discontinue as the Chairperson of the Audit Committee with effect from April 16, 2024.

18. AUDITORS AND AUDITORS REPORT a) Statutory Auditors

As per provisions of Section 139(1) of the Act, the shareholders of the Company in the AGM held on November 29, 2023, approved the appointment of M/s MSKA & Associates, Chartered Accountants (ICAI

Firm Registration No. 105047W), as Statutory Auditors for a period of five (5) years.

M/s MSKA & Associates, Chartered Accountants have furnished a certificate their eligibility and consent under section 139 and 141 of the Act and the Companies (Audit and Auditors) Rules 2014 and they have confirmed that they are not disqualified from being appointed as the Statutory Auditors of the Company for a period of 5 (Five)

Years from the conclusion of the AGM held on November 29, 2023. The Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The explanation or comments made by the Board related to the qualification, reservation or adverse remarks made by the auditor in their report are furnished in Annexure 2 and are attached to this report. b) Details in respect of frauds reported by auditors

As per section 134 (3)(ca) of the Companies Act, 2013, details of fraud reported by the auditor under section 143(12) must be disclosed, excluding those which are already reported to the Central Government. None other than disclosed in "Note 50" of the financial statement of the year ended March 31, 2024. c) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with corresponding Rules framed thereunder, M/s Chandrasekaran Associates, Practising Company Secretaries, were appointed as the Secretarial Auditor of the Company to carry out the secretarial audit for the financial year ending March 31, 2024.

In terms of Section 204 of the Act, a Secretarial Audit Report given by the Secretarial Auditor in Form No. MR 3 is annexed with this Report as Annexure 3. There are no qualifications, reservations, comments or adverse remarks made by the Secretarial Auditor in their Report. d) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with corresponding rules framed thereunder, M/s. Grant Thornton Bharat LLP, act as the Internal Auditors of the Company. e) Cost Auditors

Provisions of Section 148 of the Act read with Companies (Cost Account and Audit) Rules, 2014 are not applicable to the Company. Hence, the Company has not appointed any Cost Auditor during the financial year.

19. RISK MANAGEMENT

The type of risks and risk mitigation process in detail has been provided in the Management Discussion and Analysis Report forming part of this Annual Report.

During the financial year under review, subsequent to the resignation of Mr. Lagan Shastri, the Risk Management Committee (RMC) was reconstituted with effect from August 1, 2023.

As on March 31, 2024, the RMC comprised of Mr. Anil Kumar Chanana (Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal, Ms. Dipali Hemant Sheth and Mr. Vipul Prakash. The detailed terms of reference of the Committee are included in the Report on Governance, which forms a part of this Report.

However, after the closure of the financial year 2023-24, the RMC was reconstituted with effect from April 16, 2024, comprising Mr. Vipul Prakash (Chairperson), Mr. Hemant Madhusudan Nerurkar, Mr. Sahil Dilip Dalal and Ms. Dipali Hemant Sheth. Mr. Anil Kumar Chanana, in order to fulfil his personal and professional commitments, had conveyed his desire to discontinue as the Chairperson of the Risk Management Committee with effect from April 16, 2024.

The RMC has, inter-alia, formulated a detailed Risk Management Policy. In the opinion of the RMC, there are no such risks, which may threaten the existence of the Company.

Subsequent to the voluntary delisting of the equity shares of the Company, the Board of Directors in its meeting held on June 20, 2023 has amended the Risk Management Policy in compliance with the provisions of the Act.

20. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Vigil Mechanism and Whistle Blower Policy aims to cultivate an atmosphere of candid and transparent communication, in line with our core values. This policy details the procedure for reporting matters of concern to management in good faith and seeking resolution without apprehension of retaliation against whistleblowers. It guarantees that any instances of misconduct, wrongdoing, or non-compliance are dealt with promptly and effectively.

The Audit Committee periodically reviews the existence and functioning of the mechanism. It reviews the status of complaints received under this policy on a quarterly basis.

Subsequent to the voluntary delisting of the equity shares of the Company, the Board of Directors in its meeting held on June 20, 2023 has amended the Vigil Mechanism and Whistle Blower Policy in compliance with the provisions of the Act. In order to simplify the vigil mechanism procedure and based on the recommendations of the Audit Committee, the Board of Directors in its meeting held on May 29, 2024 has amended the Vigil Mechanism and Whistle Blower Policy of the

Company.

Further during the year under review, certain complaints were received through our Whistle Blower mechanism which have indicated the need to further strengthen our procurement systems and vigil mechanisms. While these instances are not reflective of our overall processes, we have taken immediate steps to address and resolve the identified issues. The said complaints alleged various financial irregularities in the procurement of certain goods and services. In line with the Companys Whistle Blower Policy, these complaints were treated with utmost importance and the Board resolved to engage an independent agency for a detailed investigation. The agencys findings highlighted potential collusion of certain ex-employees with some vendors and procurement from potentially interlinked or conflicted parties, though the financial impact remained undetermined.

The Company took decisive steps to reinforce its zero-tolerance approach to misconduct. Relationships with vendors implicated in unethical practices were terminated. The CEO addressed the employees to reaffirm the Companys values and the importance of upholding ethical behaviour at all times. Mandatory disclosure of potential conflicts of interest by employees and training on the Companys Code of Conduct were implemented. The Procurement function underwent significant head of the department and team members. Vendors were also reminded of the Companys expectations on integrity. Several of the control weaknesses identified have already been resolved and we are working on correcting the remaining issues at the earliest. Further, the Company has appointed a reputed consultant to study its procurement processes in depth, identify improvements in controls, and help implement changes. Regular assessments will also be carried out to ensure the continued effectiveness and reliability of these controls.

These actions underscore the Companys unwavering commitment to transparency, ethical conduct, and strong corporate governance. The details on Vigil Mechanism and Whistle Blower Policy are given in Clause 4 (ii) of the Report on Governance.

21. CORPORATE GOVERNANCE

Our Board of Directors consists of professionals who bring a wealth of diverse expertise and perspectives to our organization. We adhere strictly to robust governance policies and procedures, ensuring accountability, integrity, and fairness in all decision-making processes. We maintain transparent and open communication channels with our stakeholders, providing timely and accurate updates on our performance, strategies, and potential risks. Furthermore, dedicated committees oversee critical areas including audit and risk management, bolstering our governance structure. By fostering a culture of ethical behavior and responsible business practices, we strive to uphold the trust and confidence of all our stakeholders.

A detailed report on Corporate Governance is attached with this Report as Annexure 4.

22. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Our employees are our most important assets. We are dedicated to hiring and retaining top talent by fostering a collaborative, transparent, and participative organizational culture. We reward merit and sustain high performance, focusing on enabling our employees to develop their skills, advance in their careers, and achieve their goals. DFM aims to create an open and safe workplace where every employee feels empowered and valued, regardless of gender, sexual orientation, or other factors. This inclusive environment allows everyone to contribute to the best of their abilities. Throughout the year, industrial relations remained cordial.

As of March 31, 2024, the company had a total of witha new 567 permanent employees. Our human resource management is dedicated to supporting our workforce, helping them navigate their career paths, and preparing them for the next level of achievement.

23. PARTICULARS OF LOANS AND GUARANTEES GIVEN, SECURITIES PROVIDED, AND INVESTMENTS MADE

During the year under review, the Company has not given any loans or guarantees or provided any securities covered under the provisions of Section 186 of the Act.

The Company has entered into Power Purchase

Agreement and Shareholding Agreement dated April 7, 2023 with M/s Upendra Singh Multi Transmission Private Limited ("USMTPL") to get renewable energy (solar power) generated from the Solar Power Plant, to benefit the Company from cost saving perspective.

In view of the above, the Company invested an amount of Rs. 95,99,967.72 in the paid up equity share capital of USMTPL in compliance with Foreign Exchange Management Act, 1999 read with Rule 23 of the Non-Debt Instrument Rules 2019. Details of investments are given in Note No. 3.1, which forms part of the Financial Statements.

24. RELATED PARTY TRANSACTIONS

Your Company has formulated a policy on related party transactions which is also available on the website of the Company at https://crax. in/wp-content/uploads/2023/12/Policy-on-Related-Party-Transactions-2.pdf. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions.

Subsequent to the voluntary delisting of the equity shares of the Company, the Board of Directors in its meeting held on June 20, 2023 has amended the Policy on Materiality of and Dealing with Related Party Transactions in compliance with the provisions of the Act.

During the financial year, the Company had not entered into any transaction with any of its related party.

Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Act, in Form AOC 2 is not applicable. Members may refer to Note No. 30 to the Financial Statement which sets out related party disclosures pursuant to IND AS-24.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility has always been more than a statutory obligation for Company. In the last few years, your Company has undertaken various CSR activities through implementing agencies which includes nutritional awareness and Wash awareness programs on voluntary basis.

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and in view of average net loss, there was no mandatory requirement to spend expenditure on CSR activities for the financial year 2023-24. Subsequent to the voluntary delisting of the equity shares of the Company, the Board of Directors in its meeting held on June 20, 2023 has amended the Corporate Social Responsibility Policy in compliance with the provisions of the Act. The CSR details are given in Annexure - 5 to this Report.

26. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual Return of the Company for the financial year 2023-24 is available on the website of the Company at https://crax.in/wp-content/ uploads/2024/12/2023-24.pdf

27. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

The particulars of remuneration under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 6 to this Report.

During the year under review, the Managing Director & Chief Executive Officer of the Company has not received any commission from the holding company.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS or material orders passed Therearenosignificant by any Regulators, Courts or Tribunals against the Company which could impact the going concern status and Companys operations in future.

29. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has adopted a Policy on prevention of sexual harassment at workplace (‘POSH Policy). Periodic sessions were also conducted to apprise employees, Internal Complaint Committee and build awareness on the subject matter. Our key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

The Company has constituted Internal Complaint Committee which comprises of seven internal members and one external member under the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with other provisions of the said Act. During the financial year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As a result, there were no complaints resolved during the year, and none remained pending at the years end.

30. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year under review, there was no application made by the Company or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

31. DISCLOSURE REQUIREMENTS a) Report on Governance is attached, which forms part of this Report. b) The Company believes that it can only be successful in the long term by creating value both for its shareholders and for society. The Company is committed in pursuing responsible growth and recognise its responsibility towards the society and the environment in which it operates. c) The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs and that such systems are adequate and operating effectively.

32. DEPOSITS FROM PUBLIC

During the financial year, the Company did not accept any public deposits under Chapter V of the Act.

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

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo are provided in Annexure - 7 to this Report.

34. ENVIRONMENT, HEALTH AND SAFETY ("EHS")

The Company implements strict quality and EHS benchmarks which are reviewed and progressed on an ongoing basis to remain compliant within the accepted norms. The manufacturing facilities have the necessary certifications for food safety, environmental social and governance compliances requirement as per National Guidelines for Responsible Business Conduct (NGRBC). It works closely with various Indian regulatory agencies to keep itself updated of the dynamic regulatory obligation.

35. CHANGE IN THE NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

36. 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

During the financial year under review, disclosure w.r.t. 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.

37. ACKNOWLEDGEMENT

Your Directors express their appreciation for the sincere cooperation and assistance of Central and State Government authorities, bankers, customers, suppliers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your Companys employees. Your Directors acknowledge with gratitude, the encouragement and support extended by our valued shareholder.

On behalf of the Board

Sd/-

Hemant Madhusudan Nerurkar

Chairperson

 

Place: Mumbai

Date: December 07,2024