Himalaya Food International Ltd Directors Report

The Company was incorporated on January 30, 1992. The Company is engaged in the business of growing of different type of mushrooms (agricultural activity), manufacturing and export of nutrition dense immunity boosting Mushroom based products, Cheese, Sweets and Appetizers. We are pursuing to establish Franchisee business spanning three modules as Distribution Hubs, Exclusive Stores and Quick Service food Vans.

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The financial performance of the Company for the financial year ended March 31, 2024 is summarized below: (Amount in Lakhs)

On a standalone basis, the revenue from the operations of your Company was Rs. 4669 lakh during the F.Y. 2023-24 as against Rs. 6837 lakh during the previous financial year. The Profit during the F.Y. 2023-24 was Rs. 490 Lakhs as against the Loss of Rs. 2420 lakh during the previous financial year.

EBIDTA & FUTURE PROSPECTS

The Company is taking effective steps to improve the performance of the Company through growth in revenue, managing cost etc.

Your Companys paid-up equity share capital continues to stand at Rs. 57,87,28,840/- as on March 31, 2024.

During the year under review, your Company has not made any issue of equity shares with differential voting rights, Sweat Equity Shares and employee stock option.

In order to conserve cash and ensure liquidity for the operations for the F.Y. 2023-24, the Directors are not recommending any dividend for the financial year 2023-24.

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

During the year under review, your Company has neither invited nor accepted any fixed deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

The Company has two subsidiaries namely Himalya Green Apartments Ltd. and Appetizer and Snacks Foods Ltd. Both companies have filed an application to Ministry of Affairs of company for struck off the name of both companies from records of Ministry of corporate affairs and the application is under processing. The financial statements of each of the aforesaid subsidiary companies are available on the Companys website https://himalayafoodcompany.com/pages/financials-of-subsidiary and shall be available for inspection during business hours at the Registered Office of the Company. Any member who is interested in obtaining a copy of the financial statements may write to the Company Secretary at the Registered Office of the Company.

In terms of provisions contained in Section 129(3) of the Act, read with Rule 5 of the Companies (Accounts) Rules, 2014, a report on the performance and financial position of each of the subsidiaries and joint venture companies in Form AOC-1 is provided as ‘Annexure A to this report.

10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

COMPOSITION OF THE BOARD OF DIRECTORS

The Company has a balanced mix of Executive and Non-executive (Independent Directors). The details of the composition of the Board of Directors as on March 31, 2024 is given below:

APPOINTMENT/RE-APPOINTMENT OF DIRECTORS

During the year under review, The Board of directors appointed, Mr. Surendra Kumar Kaushik (DIN: 05286196) as an additional director in the capacity of Non-Executive, Independent Director for second and final term of five consecutive years on Wednesday, April 19, 2023, on recommendation of Nomination and Remuneration Committee (“NRC Committee”). Mr. Surendra Kumar Kaushik (DIN: 05286196) appointment was approved by the members of the Company on July 11, 2023.

During the year under review, Mr. Man Mohan Malik (DIN: 00696077) was appointed as the Managing Director of the Company, not liable to retire by rotation on May 30, 2023 for a term of five (05) years and the same was approved by the members of the Company on July 11, 2023.

During the year under review, the Board of Directors approved the re-appointment of Mr. Sanjiv Kumar Kakkar (DIN: 02434426), Executive Director of the Company for a term of five (05) years from September 29, 2023 to September 28, 2028 (both days inclusive) and the same was approved by the members of the Company on September 20, 2023.

During the period between the end of the financial year and date of this report, Ms. Neelam Khanna (DIN:08332836), Independent Director of the company whose first term of 5 years will be completed on 30^th September 2024, offers herself for re-appointment for a second consecutive term of 5 years. On recommendation of nomination and Remuneration committee (“NRC Committee”), The board of directors has approved the appointment, for which the approval of the members is being sought at the ensuing AGM

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with rules made thereunder and Articles of Association of your Company, Mr. Sanjiv Kumar Kakkar (DIN: 02434426), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMP)

Ms. Manpreet Kaur (M.No. ACS 70572) resigned as the Company Secretary & Compliance Officer of the Company w.e.f. the closure of the business hours on October 31^st, 2023. Mr. Siddharth Panwar (M.No. ACS 64044) has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. November 14^th, 2023.

DECLARATION BY THE INDEPENDENT DIRECTORS

In terms of Section 149(7) of the Act, your Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of Independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and your Companys Code of Conduct.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI Listing Regulations, a meeting of the Independent Directors was held on February 20^th, 2024.

The Independent Directors at the meeting, inter alia, reviewed the following:

Performance of Non-Independent Directors and Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non- Executive Directors. 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.

ANNUAL EVALUATION OF THE BOARD AND ITS COMMITTEES PERFORMANCE

Pursuant to provisions of the Act, the Board is required to carry out annual evaluation of its own performance and that of its Committees and Individual Directors including Chairman. The Nomination and Remuneration Committee (“NRC”) of the Board also carries out evaluation of every Directors performance. Accordingly, NRC and the Board of your Company have carried out the performance evaluation during the year under review.

For annual performance evaluation of the Board as a whole, its Committees and individual Directors including the Chairman of the Board, the Company has formulated a questionnaire to assist in evaluation of the performance.

Every Director has to fill the questionnaire related to the performance of the Board, its Committees and individual Directors except himself by rating the performance on each question on the scale of 1 to 5, 1 being Unacceptable and 5 being Exceptionally Good. On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors including Chairman of the Board. The Board was satisfied with the evaluation results.

REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT

AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS

Your Company has in place, a policy for remuneration of Directors, Key Managerial Personnel (“KMP”) as well as a well-defined criterion for the selection of candidates for appointment to the said positions, which has been approved by the Board. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to the Executive and Non-Executive Directors (by way of sitting fees) and Key Managerial Personnel. The criteria for the selection of candidates for the above positions cover various factors and attributes, which are considered by the Nomination & Remuneration Committee and the Board while selecting candidates. The policy on remuneration of Directors, Key Managerial Personnel is available at the website of your Company and can be accessed at https://himalayafoodcompany.com/pages/policies. The Board has also formulated and adopted the policy on the ‘Diversity of the Board. The details of the same are available at the website of your Company.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Company has formulated a Code of Conduct for Directors and Senior Management Personnel and they have complied with the requirements mentioned in the aforesaid code. For further details, please refer the Corporate Governance Report.

11. BOARD MEETINGS

During the F.Y. 2023-24, Six (06) meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

12. BOARD COMMITTEES

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently three (03) committees of the Board, namely:

Details of the Committees along with their charter, composition and meetings held during the year, are provided in the Corporate Governance Report, which forms part of this report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES

ACT, 2013

Pursuant to the requirements under Section 134(3) (g) of the Act, details of loans, guarantees, securities provided or investments made as covered under the provisions of Section 186 of the Act, during the year under review, are provided in the notes to the standalone financial statements forming part of the Annual Report.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/arrangements/transactions entered by the Company during the Financial Year with the related parties were in ordinary course of business and at an arms length basis. The details of the contracts or arrangements are provided in the notes of the Standalone Financial Statements.

The particulars of contracts or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 have been disclosed in Form No. AOC -2, which is annexed to this report as Annexure -B.

15. AUDITORS

STATUTORY AUDITOR & AUDITORS REPORT

M/s. Sharma Kumar & Associates, Chartered Accountants (Firm Registration No.: 030842N), were appointed as the Statutory Auditors of your Company for a period of five (05) consecutive years to hold office from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company.

The report given by M/s. Sharma Kumar & Associates, Chartered Accountants, Statutory Auditors on the financial statements of your Company for the financial year ended March 31, 2024 forms part of the Annual Report. The comments on statement of accounts referred to in the report of the Auditors are self-explanatory. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. RBS & Co, Company Secretaries in Practice, Delhi (FRN: 087500) as the Secretarial Auditor for conducting Secretarial Audit of your Company for the financial year ended March 31, 2024.

In terms of the provisions of Listing Regulations read with SEBI circulars, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also intimated to the Bombay Stock Exchange (“BSE Limited”). The report of the Secretarial Auditor is annexed to this report as Annexure -C.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Board of Directors had appointed M/s. Grownumero Advisors Private Limited for conducting the Internal Audit of your Company for the financial year ended March 31^st, 2024.

16. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements forms part of this Annual Report and shall also be laid before the shareholders in the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

17. CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of companies act 2013, The net profit of the company for the financial year 2023-24 is 490 Lakhs. Hence the Provision of section 135 is not applicable on company.

Although the Company has a well-defined Policy on Corporate Social Responsibility (“CSR”) as per the requirement of Section 135 of the Act because during the F.Y 2022-23 company spend an amount of INR 14,25,000 on CSR activities.

During the F.Y 2023-24 under review the company has not contributed any amount on CSR activities.

18. CORPORATE GOVERNANCE REPORT

Your Company continues to be compliant with the requirements of Corporate Governance as enshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations).

A Report on Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report which is attached as Annexure-D. A certificate from the Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance, as stipulated in the Listing Regulations forms part of the Annual Report as Annexure -E.

19. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report as Annexure -F.

20. COMPLIANCE WITH SECRETARIAL STANDARD ISSUED BY ICSI

The Board of Directors affirm that your Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India (ICSI) during the year under review.

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

OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

CONSERVATION OF ENERGY:

The information required under the provisions of section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology absorption. The Company makes continuous efforts to explore new technologies and techniques to make the infrastructure more energy efficient. The operations of the Company are not energy intensive. Your Company uses the agro waste to fire boilers.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

22. PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details as required under section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-G to this report.

23. VIGIL MECHANISM

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected, fraud or violation of Companys code of conduct. The details of the policy are provided in the Corporate Governance Report and also posted on the website of the Company https://cdn.shopify.com/s/files/1/2290/3477/files/Vigil_Mechanism_cum_Whistle_Blower_Policy.pdf?v =1676790822.

24. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards any action on the part of any of its official, which may fall under the ambit of ‘Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every women employee of the Company. The Companys Sexual Harassment Policy provides for protection against sexual harassment of Women at workplace and for Prevention and redressal of such complaints. During the year under review, no case of Sexual Harassment were reported.

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS ADEQUACY

Your Company has in place adequate internal control systems commensurate with the size of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal auditors and the reviews performed by management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial Year 2023-24.

26. MAINTENANCE OF COST RECORDS

The provisions of section 148 (1) of the Companies Act, 2013 for maintenance of cost records is not applicable to the Company.

27. REPORTING OF FRAUD BY THE AUDITORS

During F.Y. 2023-24 under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

28. ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of your Company for the financial year ended March 31, 2024 is uploaded on the website of your Company and can be accessed at https://himalayafoodcompany.com/pages/annual-return.

29. OTHER DISCLOSURES

There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

There was no revision in the Financial Statements.

There has been no change in the nature of business of your Company as on the date of this report.

30. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at the end of financial year and of the profit & loss of the Company for that period;

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

d) the Directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS

Your directors acknowledge with gratitude the co-operation and assistance received from the Banks, Government Authorities, customers, shareholders, vendors, other stakeholders and look forward to their continued assistance in the future. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

For and on behalf of the Board of Directors Himalaya Food International Limited

Sd/- Sd/-

Man Mohan Malik Sangita Malik

Date: May 16^th, 2024

Managing Director

Director Place: New Delhi

(DIN: 00696077) (DIN: 02428506)