Mother Nutri Foods Ltd Directors Report

To the shareholders,

MOTHER NUTRI FOODS PRIVATE LIMITED

Your Directors are pleased to present the 1^st Annual Report on business and operations of the Company together with the Audited Accounts and the Auditors Report of your Company for the financial year ended

31st March, 2023.

Key aspects of Company financial performance for the financial year 2022-23 is tabulated below:

OPERATIONS REVIEW

The Companys total income from operations including other income during the financial year ended on 31st March, 2023 was at 76,07,877,322/- as against NIL/- of the previous year. The Company has made Net Profit after depreciation and tax adjustment for the year under review amounted to 1,16,45,940/-. The outlook for the current year is encouraging.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

The Company has not changed its Registered office from to SURVEY NO 276/1,, OPP. PETROL PUMP,, MAHUVA-BHAVNAGAR ROAD,, OTHA,, MAHUVA, GUJARAT-364290. Kindly note by the Shareholders.

DIVIDEND:

No dividend has been recommended in respect of the financial year ended 31st March, 2023 and the entire surplus be ploughed back to the business to meet the needs for additional finance for capital expenditure.

FIXED DEPOSIT

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS

During the year under review, there is change in board of directors of the Company, 4 Directors were appointed.

SHARE CAPITAL

During the year under review, there is no change in Share Capital of the Company.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure-A in Form MGT-9 and is attached to this Report.

SUBSIDIARY COMPANIES

During the period under the review the Company does not have any subsidiary.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements.

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

Details of Loans, Guarantees and Investments, if any, covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

AUDITORS AND AUDITORS REPORT

M/s. MEGHRAJSINH GOHIL & CO, Chartered Accountants of MAHUVA [Firm Registration No: 0142598W], who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, it is proposed to appoint M/s. MEGHRAJSINH GOHIL & CO, Chartered Accountants of MAHUVA [Firm Registration No: 0142598W] as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 5th AGM to be held in the year 2027, subject to ratification of their appointment at every AGM. The Auditors have given a Certificate to the effect that the reappointment, if made, will be within the prescribed limits specified under section 141 of the Companies Act, 2013.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report. The Board has duly reviewed the Statutory Auditors Report on the Accounts. The observations and comments, appearing in the Auditors Report are self-explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under section 134 of the Act.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under the provisions contained in Section 134(3)(m) of the Companies Act, 2013, with respect to conservation of energy, technology absorption and foreign exchange earning and outgo is as per Annexure- B enclosed herewith which is forming part of this report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review _ (4) Board Meetings were convened and held. The intervening gap between the two meetings was within the period prescribed under the Companies Act, 2013.

PARTICULARS OF REMUNERATION OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is required given as follows.

BUSINESS RISK MANAGEMENT

At present the company has not identified any element of risk which may threaten the existence of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 and based on the representation received from the Management of the company the Directors hereby confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 year of the Company for that year; iii) the directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) the directors had prepared the annual accounts on a ?going concern basis. v) the directors have laid down internal fnancial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and vi) the directors have devised proper systems to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, alliance partners and bankers for the continued support, co-operation and assistance given by them to the Company and their confidence reposed in the management.

For, MOTHER NUTRI FOODS PRIVATE LIMITED

CHINTAN RAJNIKANT THAKAR ^{Digitally signed by CHINTAN RAJNIKANT}THAKAR

Date: 2023.10.22 16:38:08 +0530

MOTHER NUTRI FOODS PRIVATE LIMITED Director Place : MAHUVA

Date : 27/09/2023