Freshtrop Fruits Ltd Directors Report

DEAR MEMBERS,

Your directors take immense pleasure in presenting to you the 33 rd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2025.

FINANCIAL PERFORMANCE SUMMARY:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ( " IND AS " ) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The summary of the financial performance of your Company for the Financial Year ended March 31, 2025 is highlighted below:

Rs. in lakhs

Particular	2024-25	2023-24
Revenue from operations	11,169.23	10,653.01
Other Income	257.53	276.44
Total Income	11,426.76	10,929.45
Total Expenses	12,315.22	11,605.62
Profit/Loss Before Tax	(888.46)	(676.17)
Tax Expenses
- Current Tax	(222.17)	(205.90)
- Deferred Tax	15.37	(34.02)
Profit/(Loss) from continuing operations	(681.66)	(436.25)
Discontinued Operations
Profit (Loss) from Discontinued Operations	2,423.08	8,481.21
Tax expense of discontinued Operations	554.40	(2,049.90)
Profit (Loss) from discontinued Operations (after tax )	1,868.68	6,431.31
Profit (Loss) for the period	1,187.02	5,995.06
Total Comprehensive income (net of tax)	(6.17)	(16.89)
Profit/(Loss) for the period after Comprehensive Income	1,180.85	5,978.17
Earning Per Equity Share (EPS) for the period (Face Value of 10)
Basic	14.89	60.59
Diluted	14.89	60.59

REVIEW OF OPERATIONS/ STATE OF AFFAIRS:

During the financial year 2024-25, the Company achieved a revenue of 11,169.23 Lakhs as against 10,653.01 Lakhs in the previous year, reflecting a growth of approximately 4.85%. In line with its strategic focus, the Company successfully transferred the Undertaking of its Fresh Fruit Business on a slump sale basis as a going concern to Green Agrevolution PrivateLimited.

Following this divestment, the Company sharpened its focus on its core business of fruit processing. To align with this strategic transformation, the Company changed its name from

Freshtrop Fruits Limited to Puretrop Fruits Limited , effective from 18 th October 2024. The name change reflects the Companys renewed vision and commitment toward innovation and growth in the processed fruit segment.

The Board remains confident that the Company s strategic realignment and operational resilience will drive sustainable value creation in the coming years.

CHANGE IN NATURE OF THE BUSINESS, IF ANY:

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

MANAGEMENT DISCUSSION AND ANALYSIS ( " MDA " ):

Pursuant to and in compliance with the provisions of Regulation 34(2)(e) of the Listing Regulations, MDA for the Financial Year ended on March 31, 2025, the operating context and the performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report as " Annexure A " .

TRANSFER TO RESERVES:

During the year under review, the entire amount of profits of Rs. 1,187.02 Lakhs for FY 2024-25 is retained and not transferred to General Reserve.

DIVIDEND:

Your directors do not recommend any Dividend for the financial year ended on March 31, 2025 in order to conserve resources of the Company. The Company will retain the earnings for use in future operations and projects and strive to increase the net worth of Stakeholders of the Company.

DEPOSIT:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2025.The company has received and repaid loan to Directors during the year under review. The details of loan received and paid during the year as follows:

Name of Director	Opening Balance	Loan Received	Interest	Loan Repaid	Closing Balance
Ashok V Motiani	-	11,47,55,501	10,28,386	11,57,83,887	-

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following: a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any. b. That such accounting policies have been selected and applied consistently and judgement 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 of March 31, 2025 and of the profit of the Company for the year ended on that date. c. That 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. That the annual financial statements have been prepared on a going concern basis. e. That proper internal financial controls were in place and that financial control was adequate and were operating effectively. f. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL:

Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided in to 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is Rs. 7,96,99,020/- (Rupees Seven Crore Ninety-Six Lakh Ninety-Nine Thousand Twenty Only) divided into 79,69,902 (Rupees Seventy-Nine Lakh Sixty-Nine Thousand Nine Hundred Two Only) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

a. SWEAT EQUITY:

Your Company has not issued any Sweat Equity Shares during the year under review.

b. BONUS SHARES: Your Company has not issued any Bonus Shares during the year under review.

c. EMPLOYEE STOCK OPTION PLAN: Your Company has not provided any Stock Option Scheme to the employees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board consists of six directors comprising of one executive Chairman and Managing Director, one Executive Whole-Time Director, one Non-Executive and Non-Independent Director and three Non-Executive Independent Directors. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

Following are the changes in the Board of Directors of the Company during the year:

Mr. Mayur Shah and Mr. Anil Sharma ceased to be Directors of the Company with effect from 09.08.2024. Mr. Pradeep Katyal (DIN: 10727156), Non-Executive Independent Director and Mrs. Sharada Iyer (DIN: 03357928), Non-Executive, Independent Director were appointed as Directors of the Company with effect from 09.08.2024.

Moreover, the Company had appointed Ms. Preeti Jaiswar as Company Secretary and Compliance Officer of the Company w.e.f. 21 st February, 2025 in place of Ms. Kalpana Suman, who had tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. 18 th January, 2025.

Re-appointment:

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Nanita Ashok Motiani (DIN: 00787809) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for reappointment. The Board recommends the appointment of Mrs. Nanita Ashok Motiani as Director of the Company, retiring by rotation. Details of the proposal for the appointment / reappointment of Directors along with their shareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Independent Directors:

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

The Independent Directors met once on May 15, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

They have also complied with the requirements of the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Familiarization Program for Independent Directors:

All Independent Directors are familiar with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations. In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Board Diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at www.puretrop.com .

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & 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 Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of the Board evaluation process have been provided under the Corporate Governance Report.

Policy On Directors Appointment and Remuneration:

The Companys policy on directors appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.puretrop.com .

Number of Board Meetings:

The Board of Directors met 4 (four) times during the year on May 15, 2024, August 09, 2024, November 13, 2024, and February 06, 2025 during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

Committees of the Board :

The Board of Directors has the following Committees: 1.Audit Committee 2.Remuneration and Nomination Committee 3.Stakeholders Relationship Committee 4.Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism/Whistle Blower Policy As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company https://freshtrop.com/investors/#investor-relations .

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as " Annexure B " forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the " Annexure C " to the Directors Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee. The Company has in place adequate internal financial controls with reference to financial statements

CORPORATE GOVARNANCE:

A separate report on Corporate Governance compliance as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated as " Annexure D " .

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified or debarred to act as Director. The same is annexed as " Annexure E " to the directors report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

CERTIFICATION AND RECOGNITION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. SEDEX (Supplier Ethical Data Exchange) - SEDEX is world s largest collaborative platforms for sharing responsible sourcing data on supply chains; the company is member of SEDEX.

2. Halal Certificate - Halal Products are "universal" products not only suitable for Muslims consumption, but it is also ensuring the safety of nations food supply and we acquired this certificate to export our products in Islamic Countries.

3. FDA - The Food and Drug Administration ensuring the safety of food supply in US Market.

4. APEDA RCMC Certificate - APEDA registration or registration-cum-membership-certification (RCMC) is provided by the APEDA authorities to exporters of Scheduled food products under APEDA ACT. Without having an RCMC membership, no exporter can commence their business for enlisted food products as per the guidelines.

5. FSSAI License - Food Safety and Standards Authority of India, is the food regulatory body of India, The FSSAI registration becomes mandatory in order to ensure safe, and smooth operations of the food business. FSSAI food license helps the government, as well as the consumers, feel assured that the regulation of the storage, production, distribution, and the sales has been carried out in a way that the food products are fit for consumption. FSSAI License is for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house and Nashik processing unit (Unit IV).

6. Three Star Export house Export House Status Holders are business leaders who have excelled in international trade and have successfully contributed to the country s foreign trade. Status Holders are expected to contribute to India s exports and provide guidance and handholding to new entrepreneurs.

7. AEO Certification - The AEO Certification enables Customs administration to identify the safe and compliant business entity to provide them a higher degree of assured facilitation. This segmentation method enables Customs resources to focus on less non-compliant or risky businesses for control. Thus, the AEO certification intends to secure the international supply chain by permitting recognition to trustworthy operators and encouraging best practices at all levels in the international supply chain.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

AUDITORS & AUDITORS REPORT:

A) STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), " the Auditor " were appointed as statutory auditors of the Company for second term of 5 years at the 30th AGM held on 26th September 2022, from the conclusion of that 30th AGM till the conclusion of the 35th Annual General meeting of the company on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Chairman and Managing Director of the Company in consultation with the said Statutory Auditor. Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors Report is enclosed with the financial statements in this Annual Report. No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Boards Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company has appointed M/s. Manoj Hurkat & Associates, firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as " Annexure- F " .

Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial Auditors for a term of five consecutive financial years. In view this, the Directors recommends the resolution at Item No. 3 be passed as an Ordinary Resolution for appointment of M/s. Manoj Hurkat & Associates, firm of Company Secretaries in Practice to undertake Secretarial Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.

C) INTERNAL AUDITOR:

Your Company has re-appointed Mr. Kalpesh Parikh as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2025-26.

CREDIT RATINGS:

Your Company is not required to avail credit rating.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. The Company is compliant of all applicable provisions of the said Act.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on March 31, 2025 is available on the Company s website at www.puretrop.com .

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2024-25 were on an arms length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status of the Company and operations of the Company in future.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial Standards with respect to Board and General Meeting issued by the Institute of Company

Secretaries of India ( " ICSI " ).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.

FINANCE:

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT:

During the year under review, there were no such instance due to which revision in Financial Statement or Boards Report is being made.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ( " IBC " ):

There is no such proceeding or appeal pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, unto the date of this report.

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:

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks / Financial institutions occurred during the year.

REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of fraud committed in your Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including 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. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGMENT:

Your directors place on records their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to the associated Banks and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.

Date: August 18, 2025	By order of the Board
	For Puretrop Fruits Limited
	(Formerly known as Freshtrop Fruits Limited)
Place:
Registered Office	SD/-
A-603, Shapath IV,	Ashok Motiani
Opp. Karnavati Club, S. G. Road,	Chairman & Managing Director
Ahmedabad 380 015	(DIN: 00124470)