Greenchef Appliances Ltd Directors Report

DEAR MEMBERS,

The Board of Directors hereby submits the report of the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Revenue from operations	37256	33065
Other Income	142	94
Total Income	37398	33159
Cost of Material consumed	16832	15276
Purchase of Stock in trade	4981	5069
Change in Inventory of Finished Goods and Stock in Process	468	212
Manufacturing Expenses	2255	1894
Employee Benefit expenses	4114	3790
Administrative & Other expenses	7147	5583
Finance cost	514	460
Depreciation and Amortization expenses	248	178
Total expenses	36559	32562
Profit before Depreciation	1087	775
Depreciation	248	178
Profit before Tax and after Depreciation	839	597
Taxes
(a) Current Tax	150	100
(b) Deferred Tax (c) Income Tax paid in PY	61	7
Profit/(Loss) after taxes (PAT)	595	483
Earnings per Equity
Basic	2.56	2.22
Diluted	2.56	2.22

2. COMPANYS PERFORMANCE AND OUTLOOK:

The total income for the year ended 31.03.2025 amounts to Rs. 37,398 lakhs, which is higher by 12.78% than the previous years ended 31.03.2024 amounts to Rs. 33159. While the company has earned the profit for the year ended 31.03.2025 amounts to Rs. 595 lakhs, which is higher by 23.18% as compared to the previous years Profit ended 31.03.2024 amounts to of Rs. 483 lakhs.

The Company is optimistic to perform better in the Coming years.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the Financial Year.

4. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended 31st March, 2025.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the financial year ended 31st March, 2025 as the Company does not have any subsidiary or associate or joint venture Company.

6. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Associates or Joint Ventures during the Financial Year or at any time after the Closure of the Financial Year and till the date of this report.

7. DETAILS OF INITIAL PUBLIC OFFER PROCEEDS :

The Company confirms that the entire proceeds raised from the Initial Public Offer (IPO) have been fully utilized towards the objects as stated in the Prospectus. The funds have been applied strictly in line with the proposed utilization plan, and there has been no deviation or variation in the end use of proceeds. The utilization of IPO funds has been monitored by the Audit Committee/Board and is in compliance with the applicable provisions of the Companies Act, 2013, SEBI and other relevant guidelines.

8. SHARE CAPITAL:

The Company, during the year, has not issued and allotted any shares.

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Twenty Five Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) equity shares of Rs. 10/- Rupees (Ten Only) each.

The total issued, subscribed and paid-up equity share capital of the Company as on March 31, 2025, stood at Rs.23,27,18,400 (Twenty Three Crores Twenty Seven Lakhs Eighteen Lakhs Four Hundred Only) divided into 2,32,71,840 (Two Crores Thirty Two Lakhs Seventy One Thousand Eight Hundred and Forty Only) equity shares of 10 (Rupees Ten Only) each.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There were no material changes and commitments between the end of the Financial Year and the date of the report, which affects the financial position of the Company.

10. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the Regulation 34(2) (e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure -A to this report.

11. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

12. DEPOSIT:

Your Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Disclosure as per the Companies (Acceptance of Deposits) Second Amendment Rules, 2015.

Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

1.	At the beginning of the year	Nil
2.	Maximum during the year	Nil
3.	At the end of the year	Nil

The Company has accepted unsecured loans from the Directors of the Company and or relatives of the Directors during the year under consideration.

Name	Amount (Rs.)
Mrs. Kavitha Kumari	6,00,900
Mr. Hitesh Kumar Jain	25,23,900
Mr. Sukhlal Jain	56,00,000
Mr. Praveen Kumar Sukhlal Jain	1,40,18,520

13. DIRECTORS RETIRE BY ROTATION:

Mr. Hitesh Kumar Jain (DIN: 01863942], Whole-time Director, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers, himself for re-appointment. The Board of Directors recommended his appointment for consideration of the members at the forthcoming Annual General Meeting.

Mr. Vikas Kumar Sukhlal Jain (DIN: 06763779],Whole Time Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers, herself for re-appointment. The Board of Directors recommended her appointment for consideration of the members at the forthcoming Annual General Meeting.

CESSATION:

During the year under review, Mr. Smith Mogra, Non-Executive, Independent Director, resigned from the Board w.e.f 04th October, 2024, Closure of Business Hours due to Pre Occupation and other professional Commitments. Mr. Smith Mogra had also confirmed that there were no other material reason other than those stated above. The Board expressed its appreciation towards Mr. Smith Mogra for the valuable guidance and services rendered by him during his tenure as a Director of the Company.

14. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 2(51] and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel] Rules, 2014, including any statutory modification^] or re-enactment(s] thereof for the time being in force, the following are the KMPs and Directors of the Company as on the date of this Report.

SI No	DIN	Name of the Key Managerial Person. Mr/Ms.	Designation
1	02179430	Sukhlal Jain	Whole-Time Director
2	02043628	Praveen Kumar Sukhlal Jain	Managing Director
3	06763779	Vikas Kumar Sukhlal Jain	Whole-Time Director
4	01863942	Hitesh Kumar Jain	Whole-Time Director
5	02043540	Kavitha Kumari	Director
6	07809941	Dhara Bhawesh Jain	Independent Director
7	06571320	Japna Choudhary	Independent Director
8	09851606	Sanjay Pitliya	Independent Director
9	NA	Abhay Jain	Chief Financial Officer
10	NA	Bharathi	Joint Chief Financial Officer
11	NA	Hemashree Sathyanarayana Rao	Company Secretary

Ms. Hemashree S was appointed as a Company Secretary and Compliance Officer w.e.f 28.04.2025

Changes during the financial year 2024-25

*Ms. Keerthi S Raj, appointed as a Company Secretary and compliance officer w.e.f 15th April, 2024.

*Mr. Sanjay Pitliya (DIN: 09851606) was appointed as an Independent Director w.e.f 28th September, 2024

*Mr. Smith Kumar Mogra, Independent Director resigned from the Office w.e.f 04th October, 2024

*Ms. Kreethi S Raj resigned from the from the Office w.e.f 31st January, 2025

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

16. BOARD AND COMMITTEE MEETINGS:

BOARD OF DIRECTORS:

During the financial year ended March 31, 2025 (5) Five Meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board meetings held are as under:

04.04.2024, 29.05.2024, 06.09.2024,27.12.2024,28.03.2025

SI. No.	Name of Directors	Board meetings
		Entitled to attend	attended
1	Mr. Sukhlal Jain	05	05
2.	Mr. Praveen Kumar Sukhlal Jain	05	05
3.	Mr. Vikas Kumar Sukhlal Jain	05	05
4.	Mr, Hitesh Kumar Sukhlal Jain	05	05
5.	Mrs. Kavitha Kumari	05	05
6.	Ms. Japna Choudhary	05	04
7.	Mr. Smith Kumar Mogra	03	02
8.	Mr. Sanjay Pitliya	02	02

COMMITTEE MEETINGS:

• AUDIT COMMITTEE:

As on 31st March, 2025 the Audit Committee comprises of three directors viz. Ms. Japna Choudhary, Mr. Sanjay Pitliya, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non Executive Director. Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review the following changes took place and reconstituted the Audit Committee:

1. Mr. Smith Kumar Mogra, Independent Non-Executive Director resigned from the Board and Audit committee w.e.f 04th October, 2024

2. Mr. Sanjay Pitliya, Independent Non-Executive Directors appointed as Independent Director and member of Audit Committee w.e.f 28th September, 2024

During the year under review, the Audit Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

SI. No.	Name of Directors	Audit Committee Meetings
		Entitled to attend	attended
1	Ms. Japna Choudhary	05	05
2	Mrs. Kavitha Kumari	05	05
3	Mr. Smith Kumar	03	02
3	Mr. Smith Kumar Mogra	03	02
4	Mr. Sanjay Pitliya	02	02

During the year under review, the Audit Committee was reconstituted with the following members on 02.09.2024:

Name of the Director	Status in Committee	Nature of Directorship
Ms. Japna Choudhary	Chairperson	Independent Director
Ms. Kavitha Kumari	Member	Non-Executive Director
Mr. Sanjay Pitliya	Member	Independent Director
Mr. Smith Kumar Mogra	Member	Independent Director

• NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2025 the Nomination and Remuneration Committee comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non Executive Director. Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Nomination and Remuneration Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

Sl. No.	Name of the Director	Nomination and Remuneration Committee Meetings
		Entitled to attend	attended
1	Ms. Japna Choudhary	05	05
2	Mrs. Kavitha Kumari	05	05
3	Ms. Dhara Bhawesh Jain	05	05

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on 31st March, 2025 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna Choudhary is the Chairperson of the Committee.During the year under review, the Corporate Social Responsibility Committee met 2 times i.e, 04.04.2025 and 28.03.2025

Sl. No.	Name of Director	Corporate Social Responsibility Committee Meetings
		Entitled to attend	attended
01	Mr. Sukhlal Jain	02	02
02	Mr. Praveen Kumar Sukhlal Jain	02	02
03	Ms. Japna Choudhary	02	02

• STAKEHOLDER RELATIONSHIP COMMITTEE:

As on 31st March, 2025 the Stakeholder Relationship Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Stakeholder Relationship Committee met 1 time.28.03.2025

SI. No.	Name of Director	Stakeholder Relationship Committee Meetings
		Entitled to attend	attended
01	Mr. Sukhlal Jain	01	01
02	Mr. Praveen Kumar Sukhlal Jain	01	01
03	Ms. Japna Choudhary	01	01

MEETINGS OF INDEPENDENT DIRECTORS:

The Companys Independent Directors met once on 28.03.2025 during the financial year 2024-25. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views.

17. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

18. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors, Committee and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

• Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her effectiveness.

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Program for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Program for Independent Directors.

20. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed with proper explanation relating to material departures, if any;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

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

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. RISK MANAGEMENT POLICY:

The Risk Management policy has been formulated and implemented by the Company in compliance.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Companys website- https://greenchef.in/ . The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish Highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178of the Companies Act, 2013.
Policy for Making Payments to NonExecutive Director	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
Insider Trading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI"
	The Code covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company, viz. https://greenchef.in/.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There was no loan, guarantee and investment made pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

There were contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and is appended as Annexure -B to the Boards report.

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

CONSERVATION OF ENERGY:

The operation of Company is energy intensive. However, proper care has been taken to utilize the energy at optimum level.

TECHNOLOGY ABSORPTION:

The company is committed to maintaining its standard and high quality of its production and is constantly engaged in efforts to confer to the guaranteed satisfaction.

Further, In order to reduce our environmental footprint, we are actively planned for solar panels in our New Factory at the Vasanthanarsapura, that will operate at the proposed voltage of 425 KB this initiative is part of our broader commitment to sustainability and reducing energy consumption, aligning with environmental goals to promote cleaner, renewable energy sources.

The Company has not imported any technology and hence no information is being given hereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in foreign exchange: Rs. 32,82,515/- Expenditure in foreign currency: Rs. 36,28,71,704/-

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended March 31, 2025 is available on the website of the Company and can be accessed through the web link.

Website link: https://www.greenchef.in/

As required under Section 90 of the Companies Act, 2013 read with Rule 9(4) the Companies (Management and Administration) Second Amendment Rules, 2023, every Company shall designate a person under these rules "who shall be responsible for furnishing, and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial interest in shares of the Company.

Ms. Hema Shree S, Company Secretaiy of the Company authorized to act as Designated Person in respect to comply with Rule 9(4) the Companies (Management and Administration) Second Amendment Rules, 2023.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

29. STATUTORY AUDITORS:

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof, for the time being in the force),M/s PATEL SHAH AND JOSHI, Chartered

Accountants, (FRN: 107768W), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 13th AGM (Annual General Meeting) held on September 30, 2023 till the conclusion of 18th AGM to be held in the calendar year 2028.

The auditor report given by M/s PATEL SHAH AND JOSHI, Chartered Accountants, Statutory Auditors, on the Financial Statements of the Company for the financial year ended 31st March, 2025, forms part of the Annual Report and selfexplanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

30. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended 31st March, 2025. The Auditors Report for the Financial Year ended 31st March, 2025 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

31. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on May 30th, 2025, have appointed Messrs. Sheethal & Company, (Practicing Company Secretary) as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for a period of five years from the Financial Year 2024-25 to 2029-30

32. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2024-25 is set out in the Annexure - F to this report and forms integral part of this Annual Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

33. INTERNAL AUDITORS:

The Board of Directors at its meeting held on May 29th, 2024 have appointed Messrs. J Nilesh & Associates, Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2024-25.

34. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Companies Act, 2013 are applicable for the business activities carried out by the Company. The cost account and record duly made and maintained by the Company.

Further, the Board at its meeting held on May 29, 2024 has appointed M/s. RDR and Associates as the Cost Auditor of the Company for Financial Year 2024-25 for conducting the Cost Audit.

35. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying

with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

36. PARTICULARS OF EMPLOYEES:

During the year, there were no employees who received remuneration exceeding Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs Only) per annum and/or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand Only) per month.

There were no employees posted and working in a country outside india, not being directors or relatives, drawing more than the amount prescribed under the rule 5(3) of the companies (appointment and remuneration of managerial personnel) rules, 2014. Hence, the details are not required to be circulated to the Members and not required to be attached to this annual report.

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - C & D to this report.

37. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

38. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Board sets the Companys CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure E and forms an integral part of this Report. Your Companys Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.greenchef.in

39. DETAILS OF APPLICATIONS MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2024-25 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

40. DETAILS OF DIFFERENCES 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:

The Company has not made any onetime settlement with any of its lenders.

41. LISTING FEES:

The listing fees payable for the Financial Year 2024- 25 has been paid to National Stock Exchange of India Limited within due date.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace

(Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

Further, Company provides a conductive work environment in terms of sexual harassment for the women employees and has sufficient checks to provide protection against Sexual harassment of women at workplace.

During the year under review, no complaints were filed with the Committee under the provisions of the said Act.

No. of complaints received: Nil.

No. of complaints disposed off: Nil.

No of Sexual harassment pending more than 90 days: NIL

43. MATERNITY BENEFIT ACT

The Company is committed to ensuring a safe, inclusive and supportive work environment all employees. The Company has complied with the provisions of the Maternity Benefit Act, 1961.The Company has made all the arrangements required to be provided to the employees who need the Maternity Benefits.. There are Nil employees who are coming under the requirements of availing of the Maternity Benefit during the Financial Year 2024-25.

44. HUMAN RESOURCES

Your Company recognizes the Human Resources are vital to an organizations success and company continued with its focus on implementing strategic HR initiatives in areas of learning, recruiting, promotion, work environment, succession planning etc. The Company is committed to creating a supportive environment not only to attract but also retains top talent

The Company has adopted a non-discrimination policy which is essential aspect in work life. The Company believes in equal opportunity in recruitment and in the course of employment among employees regardless of color, race, gender, social origin, caste or religion. Women employees are continuously encouraged and supported to take new roles of responsibility ensuring career growth and retention.

Following are the details of number of Employees as on closure of Financial Year 31.03.2025

SI No.	Category	Number of Employees
1	Male	1077
2	Female	271
3	Transgender	NIL
	Total	1348

45. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

46. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME DIRECTOR FROM THE COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole time Director from the Company or receipt of commission/remuneration from its holding or subsidiary company.

47. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year under review.

48. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

49. DISCLOSURE REGARDING ISSUE OF BONUS SHARES:

The Company has not issued Bonus shares during the year under review.

50. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds that were required to be transferred to the Investor Education and Protection Fund (IEPF).

51. CREDIT RATING

During the year under review, the Company was assigned a rating as below from Credit rating agencies.

	Long term	Short term
Brick works Ratings	BWR BB /Stable	BWRA4
Crisil Ratings	CRISIL B /Stable	CRISIL A4
Care Ratings	CARE BBB-; Stable	CARE A3

52. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial standards-4 in case the company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

The Company there is no revision of Financial Statement took place in any of the three preceding financial years under consideration.

53. GENERAL DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2024 -25:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Instances with respect to voting rights not exercised directly by the employees of Company;

c) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company; and

d) There is no requirement of web link of policy for determining material subsidiaries is disclosed as Company has no subsidiaries during 2024- 25.

54. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

	By order of the Board of Directors For GREENCHEF APPLIANCES LIMITED
Date: 03/09/2025 Place: Bangalore	Praveen Kumar Sukhlal Jain Managing Director	Sukhlal Jain Whole-time Director
	DIN: 02043628	DIN:02179430