Mishtann Foods Ltd Directors Report

To

The Members,

MISHTANN FOODS LIMITED

1. STATE OF AFFAIRS OF THE COMPANY

The Company is primarily engaged in the agricultural business i.e manufacturing, processing & trading of rice, wheat, other food grains and salt.

2. FINANCIAL HIGHLIGHTS

(Amount in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	32241.83	65038.52	128808.55	65038.52
Other Income	5.67	4.64	5.67	4.64
Total Revenue	32247.50	65043.16	128814.22	65043.16
Cost of Raw Materials Consumed	29125.58	56376.93	74543.14	56376.93
Purchase of Stocks in Trade	-	-	-	-
Changes in inventories of Finished Goods and Work in Progress	-	-	-	-
Employee Benefits Expenses	87.55	115.87	342.66	115.87
Finance Costs	445.58	499.18	445.64	499.18
Depreciation and Amortization	68.12	79.83	68.12	79.83
Other Expenses	308.71	289.96	18016.39	289.96
Total Expenses	30035.54	57361.77	93415.95	57361.77
Share in Profit of Joint Venture	-	-	-	-
Profit/(Loss) before tax	2211.96	7681.39	35398.27	7681.39
Tax Expense	795.34	2689.13	795.34	2689.13
Net Profit/(Loss) after tax	1416.62	4992.26	34602.93	4992.26
Other Comprehensive Income/ (Expenses)	-	-	-	-
Total Comprehensive Income for the year	1416.62	4992.26	34602.93	4992.26

For the financial year ended 31st March, 2024, your Company has reported standalone revenue from operations of Rs 32,241.83 Lakhs and Net Profit of Rs 1,416.62 Lakhs as compared to previous financial year 2022-23s revenue from operations of Rs 65,038.52 Lakhs and Net Profit of Rs 4,992.26 Lakhs.

For the financial year ended 31st March, 2024, your Company has reported consolidated revenue from operations of Rs 1,28,808.55 Lakhs and Net Profit of Rs 34,602.93 Lakhs.

3. BUSINESS DEVELOPMENT

During the year under review, the company broadened its product line by bringing in newer and better options for its consumers. The strategic decision of tapping the market in the middle East was successful with handsome contributions coming from the subsidiary in United Arab Emirates (UAE). The subsidiary in Singapore is expected to follow suit. These favorable decisions have encouraged the management to foray into the market in the United States of America through the wholly owned subsidiary route. The management is also looking at the option of acquiring an established business so that the benefits of forward and backward linkages can be taken.

The Companys basmati rice product line, rock salt and edible common salt product line has gathered high degree of acceptability in the market. Word of mouth has been the biggest source of encouragement and also one of the reasons in the spurt of demand for the companys products. The Companys Managing Director- Shri Hiteshkumar G Patel has through his perseverance and strong leadership goals has consolidated the transformation story of the Company. In 2022, he was awarded the "Business Transformation Leaders Award" by The Economic Times & Times Interact. His constant efforts to add to the growth potential and improve upon previously set benchmarks adds to the strong foundation and work ethos of the Company.

4. SHARE CAPITAL

The Paid-up Equity Share Capital as at 31st March, 2024 stood at Rs 102,96,00,000/-

I Pursuant to the approval of the Board of Directors at its meeting held on 11th September, 2023 and approval of the members of the Company at their Extra-Ordinary General Meeting held on 11th October, 2023 and pursuant to In-principle approvals granted by BSE Limited and Metropolitan Stock Exchange of India Limited vide their respective letters dated 17th October, 2023 and 31st October, 2023 respectively, and upon receipt of an amount aggregating to Rs 24,97,50,000/- (Rupees Twenty Four Crores Ninety Seven Lakhs Fifty Thousands only) at the rate of Rs 13.50 /- per Equity Share of Rs 1 each, the Board of Directors of the Company, has considered and approved the Allotment of 7.40.00. 000 (Seven Crores and Forty Lakhs) Convertible warrants on preferential basis to non-promoter persons/ entities. Allotment of Equity Shares were done on 17th January, 2024 and 22nd February, 2024 for 1,48,00,000 (One Crores and Forty Eights Lakhs) each after receiving 75% Warrant exercise amount for two allottees out of five allottees. Trading of 2.96.00. 000 (Two Crores and Ninety-Six Lakhs) equity shares has been started from 19th March, 2024 on BSE Limited and Metropolitan Stock Exchange of India Limited. 4,44,00,000 (Four Crores Forty-Four Lakhs) warrants are yet to be converted as on date.

ii. Pursuant to the approval of the Board of Directors at its meeting held on 23rd August,

2023, the Board of Directors of the Company considered and approved raising of funds by way of Rights issue up to an amount of Rs 50 Crores. Then, pursuant to filing of Draft Letter of Offer with BSE Limited and Metropolitan Stock Exchange of India Limited and pursuant to In- principle approvals granted by BSE Limited and Metropolitan Stock Exchange of India Limited vide their respective letters dated 1st March, 2024 and 7th March, 2024 respectively, the Rights issue committee of the Board of Directors of the Company in its meeting held on 7th March, 2024 considered and approved the terms of Rights Issue including Record Date, Rights Issue price, Rights issue period, Rights entitlement ratio etc. Further, the Rights Issue Committee in its meeting held on 19th March, 2024, considered and approved Letter of Offer and Abridged Letter of offer.

Further, the Rights Issue Committee considered and approved the Issue opening period as 2nd April, 2024 and closing period as 18th April, 2024 and Last date for on-market renunciation as 12th April, 2024.

For the financial year ended 31st March, 2024, your Company has reported consolidated revenue from operations of Rs 1,28,808.55 Lakhs and Net Profit of Rs 34,602.93 Lakhs.

Out of the total 24,896 Applications for 6,03,33,320 Rights Equity Shares, 1,312 Applications for 15,22,887 Rights Equity Shares were rejected due to technical reasons as disclosed in the Letter of Offer. The total number of valid Applications received were 23,584 for 5,88,10,433 Rights Equity Shares, which was 177.07% of the number of Rights Equity Shares allotted under the issue. In accordance with the Letter of Offer and the Basis of Allotment finalized on Tuesday, April 23, 2024 in consultation with BSE Limited ("BSE"), the Designated Stock Exchange and the Registrar to the Issue, the Company has, on 23rd April 2024, approved the allotment of 3,32,12,903 Fully paid- up Rights Equity Shares of the face value of Rs 1/- each to the successful Applicants with issue price of Rs 15/- each including premium of Rs 14/- each. With bearing distinctive numbers from 1029600001 to 1062812903. In the Issue, no Rights Equity Shares have been kept in abeyance. All valid Applications after technical rejections have been considered for Allotment.

The trading of 3,32,12,903 (Three Crores Thirty- two Lakhs Twelve Thousand Nine Hundred and Three) Equity shares has been started from 6th May, 2024 on BSE Limited and the Metropolitan Stock Exchange of India Limited.

5. DIVIDEND

The Board of Directors has recommended a Final Dividend @ Rs. 0.001/- per share (i.e. 0.1%) on equity shares of face value of Rs. 1/- each for the Financial Year ended March 31, 2024, subject to the approval of the shareholders in the ensuing Annual General Meeting. The Dividend Distribution Policy of the Company can be accessed at

http://www.mishtann.com/uploads/specification/Dividend%20Distribution%20Policy.pdf

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

TRANSFER OF UN-CLAIMED DIVIDENDS

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

6. GENERAL RESERVES

During the year under review Rs. 14,16,61,753/- has been transferred to General Reserves.

7. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2023-24 the Company has not commenced any new business nor discontinued/sold or disposed of any of its existing businesses or hived off any segment or division.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on 31st March, 2024, your Company has Two (2) Subsidiaries namely Grow and Grub Nutrients FZ-LLC, (Wholly-Owned Subsidiary), Grow & More Nutrifoods PTE. LTD. (Wholly Owned Subsidiary). Grow & More Nutrifoods PTE. LTD. has yet not commenced Business Operations as on date. Further there has been no material change in the nature of business of the subsidiaries.

In terms of proviso to sub-section (3) of Section 129 of the Companies Act, 2013 the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Board of Directors Report as Annexure - H.

The Performance of Subsidiary is as under:

Grow and Grub Nutrients FZ-LLC is the Wholly-

Owned Subsidiary of the Company. For the financial year ended 2023-24 Grow and Grub achieved sales of Rs 96,567 Lakhs. Total profit before tax for the financial year 2023-24 is Rs 33,186 Lakhs. Profit after tax (PAT) is Rs 33,186 Lakhs during the financial year 2023-24.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED AND RESIGNED DURING THE YEAR

The Board of Directors of your Company comprises of Six (6) Directors of which Two (2) are Executive Directors and One (1) is Non-Executive and Non- independent Director and Three (3) are Non- Executive and Independent Directors as on 31st March, 2024.

Pursuant to Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities shall have at least one independent woman director. Your Company has Ms. Bhumi Gor as an Independent Woman Director on the Board of the Company.

As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Navinchandra D. Patel being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment

Details of Director seeking re-appointment as required under the Listing Regulations are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.mishtann.com

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the Executive Directors/Senior Managerial Personnel make presentations to the Independent Directors about the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. Further, the Company has devised a Familiarization Program for Independent Director and same been placed on the web site of the Company at the Link: https://www.mishtann.com/uploads/specification/fa miliarization-programme-for-independent-directors.PDF

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Mr. Rajnish Pathak, Independent Director and Mr. Keval Bhatt, Non-Executive Non-Independent Director resigned from the Board of the Company with effect from close of working hours of 15th May, 2024. The Board of the Company, based on the recommendations of Nomination and Remuneration committee, has appointed Mr. Nihar Sheth and Ms. Rainy Singhi as an Additional Director in the capacity of Non-executive and Independent Directors of the Company w.e.f. 16th May, 2024 subject to approval of Shareholders in ensuing Annual General Meeting.

11. PARTICULARS OF EMPLOYEES & EMPLOYEE REMUNERATION

Information 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 and a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as "Annexure - A" and forms part of this report.

None of the employees of the Company drew remuneration in excess of the limits set out in the said rules during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. BOARD MEETINGS

During the year, Thirteen Board Meetings were duly held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted on 11th July, 2022)

6. Rights Issue Committee

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

13. POLICIES

In pursuance of the Act and the Listing Regulation, the following policies have been framed and disclosed on the Companys website www.mishtann.com

i. Board Diversity Policy

ii. Nomination and Remuneration Policy

iii. Policy for determining Material subsidiaries

iv. Policy on preservation of docs

v. Related Party Transactions Policy

vi. Terms and conditions of appointment of

Independent Directors

vii. Whistle Blower Policy

viii. Familiarization program for Independent Directors

ix. Fair Disclosure Code

x. Policy on archival of Documents

xi. Policy for determination of materiality

xii. Corporate Social Responsibility Policy

xiii. Risk Management Policy

xiv. Dividend Distribution Policy

14. FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the Companies Act, 2013 read with Regulation 17 of the listing regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation 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 judgment, 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 Directors expressed their satisfaction with the evaluation process.

11. STATEMENT OF DECLARATION BY INDEPENDENT DIRECTOR(S)

Pursuant to the requirements of Section 149(7) of the Companies Act, 2013, the company has received the declarations from all the independent directors confirming the fact that they all are meeting the eligibility criteria as stated in Section 149(6) of the Companies Act, 2013.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Companys Website i.e. www.Mishtann.com.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

16. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The salient features of Nomination & Remuneration Policy of the Company is disclosed in the Corporate Governance Report the web address of the Nomination and Remuneration policy is http://www.mishtann.com/uploads/specification/no mination-and-remuneration-policy.PDF

17. AUDIT AND AUDITORS <> STATUTORY AUDITORS

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and rules made thereunder, M/s. J.M. Patel & Bros., Chartered Accountants, Ahmedabad (Firm Registration No. 107707W) were appointed as Statutory Auditors of the Company for period of 5 years, to hold office upto the conclusion of

44th Annual General Meeting of the Company.

The Auditors Report for the financial year 31st March, 2024 is unmodified, i.e. It does not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year under review.

? SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries, Ahmedabad to undertake the Secretarial Audit of your Company for the financial year 2023- 2024.

The Secretarial Auditor Report u/s 204 of the Companies Act, 2013 in the Format MR-3 is annexed to this Report as "Annexure - B"

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report except the following:

Details of compliance/ non-compliance/ late compliance / late submissions for various regulations of SEBI (LODR) 2015 during the year 31/03/2024 and the penal actions if any taken by the stock exchanges against the company and payment of penalty if any made by the company.

Compliance Requirement (Regulations Sr / circulars / NO. guidelines including specific clause)	Regulation / Circular No.	Deviations	Action Taken by	Type of Action Advisory / Clarification / Fine / Show Cause Notice/ Warning, etc.	Details of Violation	Fine Amount	Observations / Remarks of the Practicing Company Secretary	Management Response	Remarks
1. SOP-Reg-13 (3) for quarter ended Sep-22	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation s, 2015	Late Sub mission	Stock Exchange	Fine	Late Submission	8000	Payment done	Payment done timely	Payment done timely
2. SOP-Reg- 23 (9) for quarter ended Sep-22	Securities and Exchange Boa rd of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	Non-sub mission	Stock Exchange	Fine	Non-sub mission	30000	Payment done	Payment done timely	Payment done timely
3. SOP-Reg- 21 (2) for quarter ended Sep-22	Securities and Exchange Boa rd of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	Non-sub mission	Stock Exchange	Fine	Non-sub mission	30000	Payment done	Payment done timely	Payment done timely
4. Regulation 24A of SEBI Listing Regu lations for year ended March 2023	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation s, 2015	Non-com pliance on MSEI only	Stock Exchange	Fine	Non-compliance on MSEI only	4720	Payment done	Payment done timely	Payment done timely
5. Regulation 17(2) of SEBI Listing Regu lations for quarter ended June, 2023	Securities and Exchange Board of India (Li sting Obligations and Disclosure Requirements) Regulations, 2015	Non-compliance with the requirements pertaining to the number of Board meetings	Stock Exchange	Fine	Non-compliance with the requirements pertaining to the number of Boa rd meetings	11800	Payment done	Payment done timely	Payment done timely
6. Regulation 33 of SEBI Li sting Regula tions for qua rter ended S eptember 2023	Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	Wrong and late submission of consolidated Cash flow	Stock Excha nge	Fine	Wrong and late submission of consolidated Cash flow	277300	Payment done	Payment done timely	Payment done timely

In accordance with the SEBI Circular dated February 8, 2019 read with Regulation 24A of SEBI Listing Regulations, the Company has obtained an Annual Secretarial Compliance Report from M/s. Kamlesh M. Shah, Practising Company Secretaries, confirming compliances with all applicable SEBI Regulations, Circulars and Guidelines for the year ended March 31,2024

18. INTERNAL AUDIT & CONTROLS

The company has appointed Mr. Mikil Vora as an internal auditor for FY 2023-2024, the accounting and other system have been designed in such a manner that review of entire process for safeguarding the assets of the company, its operational efficiency, and effectiveness of the systems are taken care of properly. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Your Company has in place adequate internal financial controls commensurate with its size, scale and operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are re-enforced on an ongoing basis. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

19. EXTRACT OF ANNUAL RETURN

The Annual Return for financial year 2023-24 as per provisions of the Act and Rules thereto, will be available on the Companys website at http://www.mishtann.com/relation.php?category=an

nual-return

11.BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In Compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one thousand listed entities based on market capitalization, are required to prepare a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures.

The first Business Responsibility & Sustainability Report of the Company for the financial year 2023-24 in the specified format forms part of this Board of Directors Report as Annexure-G.

21. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The web link of Vigil Mechanism Policy on the website of the Company is

http://www.mishtann.com/relation.php?category=di

sclosures-and-policies

22. RISK MANAGEMENT

The Risk Management Policy as per provisions of the Act and Rules thereto and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, will be available on the Companys website at

http://www.mishtann.com/uploads/specification/RISK%20MANAGEMENT%20POLICY-1.pdf

The Risk Management Committee held its meetings on 18.07.2023 and 08.01.2024 in which all members were present.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

During the Financial Year 2023-2024 there were no Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

25. INVESTIGATION BY SECURITIES AND EXCHANGE BOARD OF INDIA

Our Company has received a letter dated April 26, 2023 bearing number SEBI/HO/CFI D/SEC- 4/OW/P/2023/17095/1 ("Letter") from the Assistant General Manager, Corporation Finance Investigation Department, Securities and Exchange Board of India ("AGM") in respect of an investigation initiated against our Company. The AGM in the Letter had sought certain documents and details relating to the related party transactions undertaken by our Company in the preceding five years. Our Company has vide an email dated May 4, 2023 replied to the Letter and has also provided the documents sought by the AGM. Afterwards, the Company has been asking for various documents relating to statutory compliances and financials of the Company and also receiving summons to appear in person or produce the documents etc., The Company has been co-operating with AGM and giving timely reply to each and every emails/letters/summons. The Company has not received any order yet hence, the matter is currently pending.

26. PUBLIC DEPOSITS

Company has not accepted / renewed any deposits from the public during the Financial Year 2023-2024.

Details of compliance/ non-compliance/ late compliance / late submissions for various regulations of SEBI (LODR) 2015 during the year 31/03/2024 and the penal actions if any taken by the stock exchanges against the company and payment of penalty if any made by the company.

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

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of Financial Statements.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions executed by the Company during the financial year with related parties were on arms length basis and in ordinary course of business. All such related party transactions were placed before the Audit Committee for approval, wherever applicable. Particulars of the contracts or arrangement with related parties referred into Section 188 (1) of the Companies Act, 2013, in prescribed Form AOC -2 is attached as "Annexure - C".

29. CORPORATE GOVERNANCE

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an "Annexure - D" respectively to this report.

Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchange, the Corporate Governance Report, Management Discussion and Analysis and the Auditors Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of the SEBI Listing Regulations is annexed to the report.

31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Company has only one female Employee, it is beyond the practicality to constitute a local compliance committee but a system has been put in place to protect Female Employee(s) from sexual harassment. During the year Company has not received any complaint of harassment.

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

The Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo, pursuant to Section 134(3)(m) of the Companies Act 2013 read with the Rule 8 of Companies (Account) Rules, 2014 is given in "Annexure - E".

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 read with Schedule VII of the Companies Act 2013, the Board has constituted Corporate Social Responsibility Committee.

The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as "Annexure - F" forming part of this Report.

Brief terms of reference for the CSR Committee include:

1. To formulate a CSR policy which shall indicate activities to be undertaken by the Company.

2. To recommend the CSR policy to the Board.

3. To recommend the amount of expenditure to be incurred on the activities.

4. To monitor the policy from time to time as per the CSR policy.

The complete policy of Corporate Social Responsibility is displayed on the companys website at i.e. http://www.mishtann.com/uploads/specification/Mishtann%20Foods%20Limited- %20Corporate%20Social%20Responsibility%20Policy. pdf

34. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(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 at the end of the financial year and of the profit and 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 this 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; and

(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.

(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

35. MAINTENANCE OF COST RECORDS

The Central Government has not specified for the maintenance of cost records under section 148(1) of the Act for any goods sold or services rendered by the company.

36. LISTING WITH STOCK EXCHANGES

The Company has listed its Equity Shares on BSE Limited and Metropolitan Stock Exchange of India Limited.

37. SECRETARIAL STANDARDS

The Directors State that applicable Secretarial Standards - 1,2,3 and 4 issued by the Institute of Company secretaries of India relating to Meetings of the Board of Directors and General Meetings,

‘Payment of Dividend and Report of the Board of Directors respectively, have been duly followed by the Company.

ACKNOWLEDGMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support during the year.

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

	For and on behalf of the Board
Date: 05-06-2024	Hiteshkumar Gaurishankar Patel	Navinchandra Dahyalal Patel
Place: Ahmedabad	Managing Director	Director
	(DIN: 05340865)	(DIN: 05340874)