Innovative Foods Ltd Directors Report

To,

Members of

Innovative Foods Limited

Dear Members,

The Directors have pleasure in presenting the 34th Annual Report of the company together with the audited financial statements of the Company for the Year ended March 31, 2023 ("Year").

1. FINANCIAL HIGHLIGHTS

The financial performance of the company for the year ending 31st March 2022 is given below:

Financial Highlights

Particulars	31.03.2023	31.03.2022
	(Rs. In Million)	(Rs. In Million)
Turnover	1,218.21	1,207.05
Other Income	9.79	16.35
Total Revenue	1,228.01	1,223.41
Total Expense	1,503.17	1,187.47
Profit/Loss before Tax	(275.16)	35.93
Profit/Loss after Tax	(275.16)	35.93

2. STATE OF COMPANYS AFFAIRS

Brief description of the companys working during the year/state of companys affair

The sales turnover of the Company for the year ended 31 st March, 2023 was at Rs. 1,218.21 million as compared to Rs. 1,207.05 million in the previous year. However the Company registered a loss of Rs. 275.16 million for the year ended 31st March, 2023 against a profit of Rs. 35.93 million in the previous year.

3. DIVIDEND

The Board of Directors of your company, since the Company has registered a loss and after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review.

4. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of Companies Act 2013, Company had placed the copy of Annual Return on the website of the company and the web link for the same ishttp://www.sumeru.net/media.php

5. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR UNDER REVIEW

The Company had five Board meetings, during the financial year under review as detailed below:-

Board Meetings &Attendance details of Directors in the meeting

Name of Director	Date of Board Meeting
	20.04.2022	17.08.2022	29.09.2022	10.12.2022	08.02.2023
Mr. P. Manoj Kumar	P	P	P	P	P
Mr. Mohamed Mansoor Ahmed	P	P	P	LOA	P
Mr. Pranav Kumar Suresh	P	P	P	P	P
Mr. MithunAppaiah	P	P	P	R	R
Mr. RavinderKishen Raina	P	P	P	LOA	LOA
Mrs. Anandavally Narayanan	LOA	P	LOA	P	P

P=Present, LOA=Leave of Absence, R=Resigned, NA=Not Applicable

6. DIRECTORS RESPONSIBILITY STATEMENTS-S.134(3)c

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:-

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 at the end of the financial year and of the profit and loss of the company for that period;

The directors had 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;

The directors had prepared the annual accounts on a going concern basis; and

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.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL Inductions

The following appointment was made during the year: NA Re-appointments

As per the provisions of the Companies Act, 2013, Mr. P Manoj Kumar (DIN: 03527923), retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment. The Board recommends his re-appointment.

Mr. Saurabh Vijay Saxena as Director at the ensuing Annual General Meeting

Mr. Pranav Kumar Suresh as Nominee Director at the ensuing Annual General Meeting

Retirements and Cessation

Mr. MithunAppaiah has been retired as Director of the Company as he was not re-appointed in the 33 rd Annual General Meeting of the Company held on 29 th September, 2022.

8. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors have not reported any Fraud under Section 143 (12) of the Companies Act, 2013 for the year ended 31.03.2023.

9. DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (7) OF SECTION 149

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149 of the Companies Act, 2013 and that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

10. BOARD COMMITTEES

a. Audit Committee

The audit committee of the company constitutes the following members:

As on 01.04.2022	As on 31.03.2023
Mr. Mohamed Mansoor Ahmed	Mr. Mohamed Mansoor Ahmed
Mr. RavinderKishen Raina	Mr. RavinderKishen Raina
Mr. Pranav Kumar Suresh	Mr. Pranav Kumar Suresh

b. Nomination Remuneration Committee

The Nomination and Remuneration Committee of the company consisted of the following members

As on 01.04.2021	As on 31.03.2023
Mr. Mohamed Mansoor Ahmed	Mr. Mohamed Mansoor Ahmed
Mr. RavinderKishen Raina	Mr. RavinderKishen Raina
Mr. Pranav Kumar Suresh	Mr. Pranav Kumar Suresh

c. Stakeholder Relationship Committee

The Stakeholders relationship Committee of the company consisted of the following members

As on 01.04.2021	As on 31.03.2023
Mr. P Manoj Kumar	Mr. P Manoj Kumar
Mr. Pranav Kumar Suresh	Mr. Pranav Kumar Suresh
Mr. Mohamed MansoorAhamed	Mr. Mohamed MansoorAhamed

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS.

The qualifications, reservations or adverse remarks made by Statutory Auditors in their report and the comments of the Directors:

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

The qualifications, reservations or adverse remarks made by Secretarial Auditor in their report and the comments of the Directors:

The Auditors Report to the Shareholders for the year under review does not contain any qualification.

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

During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SEC 188(1) COMPANIES ACT 2013: Form AOC 2 Attached as Annexure 1

14. TRANSFER TO RESERVES

Your Company has transferred the net profit made during the yearended 2021-2022 to the reserves of the Company.

15. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125(2) of the Companies Act, 2013, no unclaimed or unpaid Dividend relating to the financial year is due for remittance to the Investor Education and Protection Fund established by the Central Government.

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

17 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company continues to strengthen the conservation of energy and putting all its effort to minimize the Consumption of energy wherever possible.The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure 2 and is attached to this report.

18. RISK MANAGEMENT POLICY:-

The Company has a proper risk management policy towards operations and administrative affairs of the Company.

19. CORPORATE SOCIAL RESPONSIBILTY U/S 135 OF THE COMPANIES ACT 2013

Provisions of Section 135 of the Companies Act, 2013 pertaining to CSR activities are not applicable to the company. Therefore, disclosure regarding the policy developed, implemented, initiatives taken by the Company and the formation of Committees does not arise .

20. ANNUAL EVALUATION:-

The performance evaluation of individual directors is carried considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence ofjudgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.

21. DISCLOSURE UNDER OTHER PROVISIONS OF COMPANIES ACT 2013 i) Share Capital -

Issue of equity shares with differential rights - NIL

Issue of sweat equity shares - NIL

Issue of employee stock options- NIL

Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees - NIL

Private Placement/Preferential Allotment of Equity shares- Nil

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

22. REPORT ON VIGIL MECHANISM. S.177(9) & (10)

The provisions pertaining to establishment of vigil mechanism is not applicable to the Company .

23. DISCLOSURE S. 197(14)

Disclosure about receipt of any commission by MD/WTD from the company and also receiving commission/remuneration from its holding or subsidiary: NIL.

24. MANAGERIAL REMUNERATION:

Details of the employee(s) of the Company as required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Rule 5(1): Not applicable since the company is not listed Rule 5(2):

There are no directors or employeeswho are employed throughout the financial year in the company , were in receipt of remuneration formore than One crore and two lakh rupees per annum; and

Employed for a part of the financial year, was in receipt of remuneration for any part of that year, more than eight lakh and fifty thousand rupees per month .

25. STATUTORY AUDITORS

At the Annual General Meeting of the Company held on November, 27, 2020, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were appointed as the statutory auditors of the Company to hold office till the conclusion of the Thirty Sixth Annual General Meeting of the Company to be held in the year 2025.

The Auditors Report to the Shareholders for the yearunder review does not contain any qualification.

26. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has appointed Mr. A.S. Narayanan, Company Secretary in Practice as the Secretarial Auditor for the financial year 2022-23. The Secretarial Audit report for financial year ended 2022-2023 issued by Mr. A.S Narayanan is appended and forms part of this report. The report is self-explanatory.

27. MATTERS REQUIRED TO BE DISCLOSED IN ACCORDANCE WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

a) Financial Performance-Rule 8(1):- Already given

b) Contracts or arrangements with related parties Rule- 8(2) :- ANNEXURE 1

c) Conservation of energy, Technology absorption, Foreign exchange earnings and Outgo- Rule 8(3) : ANNEXURE 2

d) Annual evaluation Report made by the Board Rule 8(4) Already given

Rule 8(5)

(i) the financial summary or highlights ; Already given

(ii) the change in the nature of business, if any; There is no change in the nature of the companys business during the financial year under review the details of directors or key managerial personnel who were appointed or have resigned during the year ;

There are no changes among the directors or key managerial personnel of the company other than those given under point no.7.

(iiia) a statement regarding opinion of the Board with regards to integrity, expertise and experience (including proficiency) of the independent directors appointed during the year

During the year under review, there were no changes among the independent directors. The expertise and the guidance of the independent directors during the year was considerable.

the names of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies during the year - The company has no subsidiaries/ joint ventures/ associates

the details relating to deposits, covered under Chapter V of the Act,- accepted during the year; NIL

remained unpaid or unclaimed as at the end of the year; NIL

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- NIL

at the beginning of the year; NIL maximum during the year; NOT APPLICABLE

at the end of the year; NOT APPLICABLE

the details of deposits which are not in compliance with the requirements of Chapter V of the Act ; NIL

the details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future; There are no significant orders by Regulators impacting the going concern status of the company and companys operations in future.

viii) Details in respect of adequacy of internal controls with reference to the financial statements : The Company has adequate internal financial controls such as defining authority to authorize financial transactions, Internal Audit and monthly review of financial statement mechanism in vogue. The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. Further the company is not a listed company hence reporting on this clause does not arise.

ix) the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act,2013

28. DISCLOSURES ABOUT CSR POLICY. Rule 9

Provisions of Section 135 of the Companies Act, 2013 pertaining to formulation of CSR policy is not applicable to the company.

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

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, the Company has adequate system for prevention of Sexual Harassment of women at workplace and has set up a cell for the samein line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Your Directors further state that during the year underreview, there was no complaint received pursuantto the Sexual Harassment of Women at Workplace(Prevention, Prohibition and Redressal) Act 2013.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards to facilitate good corporate governance. Based on the recommendation of Secretarial Auditor, the company shall strive to improve its secretarial compliance practices in the year ahead.

31. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers, business associates, vendor, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your Directors also acknowledges gratefully the shareholdersfor their confidence and Employees for their support and dedicated service extended to your Company during this period.

By order of the Board of Directors
P. Manoj Kumar	Saurabh Saxena
Whole-time Director	Director
DIN:03527923	DIN: 10098297
18.09.2023.