Leo Dryfruits & Spices Trading Ltd Directors Report

To,

The Members,

LEO DRYFRUITS & SPICES TRADING LIMITED

Your directors are pleased to present Sixth Annual Report together with the Audited Statement of Accounts of your Company for the Year ended March 31, 2025.

1. FINANCIALS

The Companys financial performance, for the year ended March 31, 2025:

(Rupees in lakhs)

Particulars	Year ended	Year ended
	March 31, 2025	March 31, 2024
Total Income	8735.22	6226.51
Less : Expenditure	7463.30	5290.22
Profit/(Loss) before taxation	1271.92	936.29
Less : Tax
a. Current tax	380.64	261.50
b. Deferred tax	-3.14	1.79
c. Prior Period Taxes	38.15	-
d. Excess/Short Provision Written back/off	39.87	0.06
Profit/(Loss) after taxation	816.40	672.94

2. STATE OF AFFAIRS

During the year under review, Company had a revenue of Rs 87.35 crore in against Rs. 62.26 crore in FY 2023-

24. Company had a profit after tax of Rs 8.16 crore against 6.72 crore in FY 2023-24.

During the year under review, there has been alteration of main objects of Company. The Company has added the of objects of manufacture, trading in all types of food and food products, organic and non-organic foods, processed foods, packed foods, frozen foods, construction of food processing units, cold storage etc.

3. ANNUAL RETURN:

The Company has a web address, https://leodryfruitsandspices.com/ and the same has been uploaded on the weblink mentioned above.

4. DETAILS OF SUBSIDIARIES, JOINT VENTURES (JV) OR ASSOCIATE COMPANIES (AC):

The Company has a Wholly Owned Subsidiary Company ie. Leo Catering Services Private Limited incorporated on April 16, 2025.

5. SHARE CAPITAL

There have been changes in the Capital Structure of the Company during the financial year under review.

The Paid up and Issued Share Capital has been increased from 1,30,61,440 (One Crore Thirty Lakh Sixty One

Thousand Four Hundred Forty) number equity shares of Rs. 10.00/- (Rupees Ten) each amounting to Rs 13,06,14,400 (Thirteen Crore Six Lakh Fourteen Thousand Four Hundred Only) to 1,78,91,440 (One Crore Seventy Eight Lakh Ninety One Thousand Four Hundred Forty) number equity shares of Rs. 10.00/- (Rupees Ten) each amounting to Rs 17,89,14,400 (Seventeen Crore Eighty Nine Lakh Fourteen Thousand Four Hundred Only).

During the year under review, Company issued 48,30,000 Equity Shares via Initial Public Offering at an issue price of Rs. 52 per share (including a premium of Rs 42 per share). The Company raised Rs 25,11,60,000 via Initial Public Offering.

6. LISTING OF SHARES

The Companys shares are listed on BSE SME platform on January 8, 2025 with ISIN INE0RH001011 & Script Code:

544329

7. APPOINTMENT AND/OR RESIGNATION OF KEY MANAGERIAL PERSONNEL:

The company being a BSE Listed company the details of appointment and/or resignation of Key Managerial Personnel as required under Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014 are applicable.

Following Key Managerial Personnel have been appointed on the Board:

Name	Designation	Date of Appointment
Mr. Kaushik Sobhagchand Shah	Chairman and Managing Director	25.01.2022
Mr. Ketan Sobhagchand Shah	Whole Time Director & CFO	25.01.2022
Mr. Ankit Kumar	Independent Director	01.09.2023
Ms. Purvi Mahesh Mehta	Women Independent Director	01.09.2023
Ms. Pratibha Kumari Bharadia	Company Secretary & Compliance Officer	21.05.2024

8. MEETINGS OF BOARD OF DIRECTORS AND SHAREHOLDERS MEETINGS

Ten Board Meetings were held during the Financial Year ended on March 31, 2025. The dates of meetings of the Board, their attendance at the Board Meetings are as under:

Sr. No.	Dates	No. of Directors attended the meeting
1.	22-04-2024	6
2.	21-05-2024	6
3.	27-05-2024	6
4.	08-07-2024	6
5.	08-08-2024	6
6.	04-10-2024	6
7.	23-12-2024	6
8.	04-01-2025	6
9.	06-01-2025	6
10.	06-03-2025	6

During the year under review, 3 Extra-Ordinary General Meetings were held on 06-05-2024, 15-07-2024 and 26-08-2024. Annual General Meeting was held on 30-09-2024 Details regarding attendance of the Directors at the Board Meetings held during the Financial Year 2024-25 and at the last Annual General Meeting held on September 30, 2024 are given below:

Name	Category	Attendance at Board Meeting		Attendance at AGM held
		Held	Attended	on 30th September 2024
Kaushik Sobhagchand Shah	Managing Director	10	10	Yes
Ketan Sobhagchand Shah	Whole Time Director/CFO	10	10	Yes
Purvi Mahesh Gupta	Independent Director	10	10	No
Satnder Kaur Sehra*	Independent Director	10	10	No
Ankit Gupta	Independent Director	10	10	No
Parth Ashish Mehta	Non-Executive Director	10	10	Yes

* Satnder Kaur Sehra* resigned from Directorship w.e.f. April 23, 2025

DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Act to the effect that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulation.

Furthermore, they have affirmed their adherence to the Code of Conduct outlined in Schedule IV of the Act. These declarations include confirmations that they are not barred from holding the office of director by any

SEBI order or any other authoritative body and have maintained their registration with the database of the Indian Institute of Corporate Affairs (IICA).

The Board based on thorough evaluation, is of the opinion that all independent directors consistently demonstrate integrity, expertise, and experience, significantlycontributing to the governance of the Company. Additionally, all directors of the Company have confirmed that there are no disqualifications against them for appointment as directors, in accordance with Section 164 of the Act.

BOARD COMITTEES:

Details of the Board Committees and other related information are provided hereunder:

• Audit Committee

Name	Position in the Committee
Purvi Mahesh Gupta	Chairman
Ankit Kumar	Member
Kaushik Sobhagchand Shah	Member

• Nomination and Remuneration Committee

Name	Position in the Committee
Satnder Kaur Sehra*	Chairman
Ankit Kumar	Member
Purvi Mahesh Gupta	Member

Stakeholders Relationship Committee

Name	Position in the Committee
Satnder Kaur Sehra*	Chairman
Ankit Kumar	Member
Ketan Sobhagchand Shah	Member

* Satnder Kaur Sehra resigned from Directorship w.e.f. April 23, 2025

• CSR Committee

Name	Position in the Committee
Kaushik Sobhagchand Shah	Chairman
Ketan Sobhagchand Shah	Member
Purvi Mahesh Gupta	Member

The Company Secretary of the Company acts as the Secretary of all Board Committees.

A) AUDIT COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

1) Oversight of the listed entitys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2) Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to: i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; ii. Changes, if any, in accounting policies and practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by management; iv. Significant adjustments made in the financial statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to financial statements; vi. Disclosure of any related party transactions; vii. Modified opinion(s) inthe draft audit report.

5) Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.

7) Review and monitor the auditors independence, performance and effectiveness of audit process.

8) Approval or any subsequent modification of transactions of thecompany with related parties;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the company, wherever it is necessary;

11) Evaluation of internal financial controls and risk management ystems;

12) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems 13) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14) Discussion with internal auditors any significant findings and follow up there on.

15) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

16) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

18) To review the functioning of the Whistle Blower mechanism.

19) Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. 21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision

22) Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23) Carrying out any other functions required to be carried out by the Audit Committee as contained in the Listing Regulations or any other applicable law, as and when amended from time to time.

During the year under review, there have been 4 meetings of Audit Committee.

B) NOMINATION AND REMUNERATION COMMITTEE:

BRIEF DESCRIPTION OF TERMS OF REFERENCE

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

• Formulation of criteria for evaluation of Independent Directors and the Board;

• Devising a policy on Board diversity

Identifying people who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend their appointment to the Board. During the year under review, there was no meeting of Nomination and Remuneration Committee.

Companys Policy On Directors Appointment and Remuneration:

The Nomination & Remuneration Committee (NRC) has adopted a policy which, inter-alia, deals with the manner and selection of Board of Directors and Key Managerial Personnel and their remuneration.

Criteria Of Selection of Non-Executive Directors

The Non-Executive Directors shall be of high integrity with relevant expertise and experience so as to have a diverse Board.

In case of appointment of Independent Directors, the NRC shall satisfy itself with regard to the independent nature of the Directors vis-?-vis the Company so as to enable the Board to discharge its function and duties effectively.

The NRC shall ensure that candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.

The NRC shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director:

Qualification, expertise and experience of the Directors in their respective fields;

• Personal, Professional or business standing.

Performance Evaluation

Pursuant to the provisions of the Act, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

Observations of Board evaluation carried out for the year: No observations.

Previous years observations and actions taken: Since no observations were received, no actions were taken.

Proposed actions based on current year observations: Since no observations were received, no actions were taken.

Remuneration of The Directors / Key Managerial Personnel (KMP) / Employees:

The details of remuneration paid / payable to the executive directors for financial year 2024-25 is as under:

Particulars	Kaushik Sobhagchand Shah, Managing Director	Ketan Sobhagchand Shah, Whole-Time Director & CFO
Salary	12,00,000	12,00,000
Contribution to Provident & Other	-	-
Funds
Gratuity	-	-

The details of remuneration paid / payable to Key Managerial Personnel is as under:

Particulars	Pratibha Kumari Bharadia, Company Secretary
Salary	2,01,743
Contribution to Provident & Other Funds	4087
Gratuity	-

The details of sitting fees paid / payable to Non-Executive Directors is as under:

Particulars	Purvi Mahesh Gupta, Independent Director	Satnder Kaur Sehra, Independent Director	Ankit Gupta, Independent Director	Parth Ashish Gupta, Non- Executive Director
Salary/Sitting Fees	-	-	-	11,99,000
Contribution to Provident &	-	-		-
Other Funds
Gratuity	-	-	-	-

STATEMENT UNDER RULE 5 (2) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL

PERSONNEL) RULES, 2014:

A detailed statement is enclosed as Annexure 1 of the Report.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTOR

FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:

As the company does not have any Holding or Subsidiary Company as on the date of end of financial year, the provisions of this Section do not apply to the company.

9. CHANGES IN DIRECTORSHIPS:

Ms. Satnder Kaur Sehra as Independent Director resigned from Directorship w.e.f. April 23, 2025. Mr. Parth Ashish Mehta being Director liable to rotation, being eligible present himself for re-appointment.

10. AUDITORS

Statutory Auditors

The Company appointed M/s Ratan Chandak & Co LLP, FRN 108696W/W101028 for five years from the Fifth

Annual General Meeting till the conclusion of Tenth Annual General Meeting.

Cost Record

The Central Government has not specified the maintenance of cost records under Section 148(1) of the Act, for the products/services of the Company.

Internal Auditors

During the year under review, M/s Vishal Shethiya & Associates, Chartered Accountants had been appointment as Internal Auditor of the Company for F.Y. 2024-25.

Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s D Maurya & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the FY 2024- 25. The Report of the Secretarial Audit Report is annexed herewith as "Annexure 2" Pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Company wishes to appoint M/s D Maurya & Associates, Company Secretaries in Practice as Secretarial

Auditor for a period of five years.

11. DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors report, no fraud u/s 143(12) reported by the auditor.

12. STATEMENT OF DEVIATION OR VARIATION(S) FOR PUBLIC ISSUE:-

There is no deviation or variation in utilization of fund raised through public issue as mentioned in Offer Letter dated December 23, 2024.

13. BOARDS COMMENT ON THE AUDITORS REPORT

Comments of the Auditor in their report and the notes forming part of the Accounts are self-explanatory and need no comments.

14. PARTICULARS OF LOANS, INVESTMENT AND GUARANTEE

The Company has not made any Investment, given guarantee and securities during the year under review. Therefore, no need to comply provisions of section 186 of Companies Act, 2013.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There were related party transactions that were entered into during the financial year ended March 2025. The said transactions were done on arms length basis and approval of the same was taken in Audit Committee and Board. The Company did not enter into any materially significant related party potential conflict with the interest of the Company at large. Form AOC-2 pursuant to Section 134(3)(h) of the

Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out in Annexure 3 to this Report. The Board of Directors have approved a policy of related party transactions which has been uploaded on the website of the Company at https://leodryfruitsandspices.com/corporate-governance/

16. DEPOSITS

The Company has not accepted any deposits during the year under review.

17. TRANSFER TO RESERVE

The Board of Directors of your Company, has decided to transfer Rs 816.40 (in lakhs) to the Reserves for the year under review.

18. DIVIDEND

No Dividend was declared for the current Financial Year by the Company.

19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, FINANCIAL POSITION OF THE COMPANY FROM THE FINANCIAL

YEAR TILL THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the Company which have occurred after March 31, 2025 till the date of this report.

20. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT POLICY AT WORKPLACE

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal

Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company did not receive any complain during the year 2023-24.

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

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

B. Foreign Exchange earnings and Outgo (Amount in Lakh)

Earnings

Outgo

22. RISK MANAGEMENT POLICY

The company has been addressing various risks impacting the company and the policy of the company on risk management is provided as required under the provisions of Section 134(3)(n) as under: The company has established a risk management policy commensurate with the size and pursuant to the nature of business of the company. The Company is also in the process of skill development of the employees to improve the quality and efficiency. The operational risks of fire and accidents etc are mitigated through insurance cover, safety norms and continued training to employees. Further, the company has entered into a Debtors Insurance Contract with a which had leading Insurance Company which covers the entire risk of non-realization of debtors.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company meets the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. Company has constituted Corporate Social Responsibility Committee w.e.f. April 22, 2024 with following members:-

Name of the Directors	Nature of Directorship	Designation in Committee
Mr. Kaushik Sobhagchand Shah	Managing Director	Chairman
Mr. Ketan Sobhagchand Shah	Whole Time Director	Member
Ms. Purvi Mahesh Gupta	Non-Executive Independent Director	Member

The company has spent the CSR amount to the tune of Rs. 10,00,000/- by making payment of same to Shree Laadli Lal Seva Trust a CSR registered trust having CSR registration number CSR00073798 and Ekta Niradhar Sangh having CSR Registration No. CSR00052235. The Disclosure of CSR expenditure is annexed in Annexure 4

24. MANAGEMENT DISCUSSION & ANALYSIS REPORTS

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure 5.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS and material order has been passed by the regulators, courts, tribunals impacting the going Nosignificant concern status and Companys operations in future.

26. COMPLIANCES WITH SECRETERIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

27. INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not received any application made by financialcreditor, operational creditor and corporate debtor itself and does not have any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.

28. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE., the provisions of Corporate Governance are not applicable on the Company.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION

DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

The Company has not done any one time settlement during the year, hence the clause is not applicable.

30. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms 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 and there are no material departures from the same. 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 31,2023 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 the 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 Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company. f) Systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

31. ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance and co- operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.