Shah Foods Ltd Directors Report

(Rs. in Thousand)

The Company is engaged in the business of trading in food products, Vegetables. During the year, the company has started its business activities and earned revenue from operation of Rs. 378.22 Lakhs in FY 2024-25 as against Nil in previous year. The company has made profit of Rs. 10.80 Lakhs as compared to loss of Rs. (21.91) Lakhs in previous year.

The performance of the company has increased significantly during the year under review.

During the year, the Board of Directors does not propose to carry any amount to General Reserve Account.

There have been no 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.

No company has become or ceased to be Subsidiary Company, Joint Venture Company or Associate Company during the year.

There is no change in the nature of business during the year under review.

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31, 2025 was 59,75,000/- (Rupees Fifty-Nine Lakh and Seventy-Five Thousand Only) comprising of 5,97,500 (Five Lakh Ninety-Seven Thousand and Five Hundred) Equity Shares of 10/- (Rupees Ten Only) each.

The Company has not issued any Equity Shares during FY 2024-2025. There was no change in Share Capital during the year under review.

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, significant changes in key financial ratios etc. in “Annexure-A”.

The gap between two Board meetings did not exceed four months. The schedule of Board/ Committee meetings is communicated in advance to the directors/ committee members to enable them to plan their schedules and to ensure their meaningful participation in the meetings. The Board met SIX times in financial year details of which are summarized as below:

Shareholders Meeting:

Annual General Meeting of the company was held on 16.09.2024 during the year.

10. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) & para-C, D & E of Schedule V are not applicable to the Company as paid-up share capital doesnt exceed Rs. 10 Crore and Net Worth doesnt exceed Rs. 25 Crore, as on the last day of previous financial year.

11. DIVIDEND

The Board o f Directors of your c ompany, after considering holistically the relevant circumstances, has decided that it would be prudent, not to recommend any Dividend for the financial year under review.

12. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section 73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.

13. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK

MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

There is an adequate risk management infrastructure in place capable of addressing risks that the organization faces such as strategic, financial, market, property, IT, legal, regulatory, reputational and other risks those have been identified and assessed.

14. LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has paid listing fees to the Stock Exchange for the year 2024-25.

15. PERFORMANCE EVALUATION OF BOARD

The Board of Directors have evaluated the performance of all Independent Directors, Non- Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the COMPANYS business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Director.

Your directors have expressed their satisfaction to the evaluation process.

16. INDEPENDENT DIRECTORS MEETING

During the year under review, Independent Directors met exclusively on 11.09.2024, 14.11.2024 & 28.01.2025 and discussed inter-alia,

a. Evaluation of performance of Non-Independent Director and the Board of Directors of the Company as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into views of executive and Non-Executive Directors;

c. Evolution of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties;

17. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

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.

18. DIRECTORS & KEY MANAGERIAL PERSONAL

i. Retirement by Rotation:

Mr. Manan Patel, Director (DIN-03496656), retires by rotation and being eligible offers himself for re appointment. Pursuant to Regulation 17 of the SEBI (LODR) Regulations, 2015, details of Director retiring by rotation is provided under explanatory statement of the Notice of the 43^rd Annual General Meeting.

ii. Change of Directors & Key managerial personnel during the year:

During the year, Mr. Balveermal K Singhvi appointed as Director of the company w.e.f. 16^th September, 2024. Company Secretary and Compliance officer; Namrata Vyas was appointed w.e.f. 11^th September, 2024. Mr. Rajesh C Sutaria resigned as Director of the company w.e.f. 14^th November, 2024.

Mr. MANAN RAJESH PATEL was appointed as Chief Financial Officer of the company w.e.f. 30^th May, 2024.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B” to this report.

20. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as “Annexure C” to this Report.

21. STATUTORY AUDITORS

M/s. Keshri & Associates, Chartered Accountants, Ahmedabad (Firm Registration No: 0310006E) were appointed as a Statutory Auditors of the Company at the 42^nd Annual General Meeting held on 16/09/2024 and approved the appointment for a period of 5 years commencing from the conclusion of the 42^nd AGM till the conclusion of 47^th AGM to be held in the financial year 2028-29.

22. AUDITORS REPORT

The notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not c o ntain any qualification, reservation or adverse remark.

23. SECRETARIAL AUDITOR

The board has proposed to appoint M/s. Maulik Bhavsar and Associates, Practicing Company Secretary, Ahmedabad as the Secretarial Auditor of the Company for a term of five years from the financial year 2025-26 to financial year 2029-30 as required under Section 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith marked as “Annexure-D” to this Report. The Secretarial Audit Report contains certain adverse remarks which are dealt with as under:

24. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees.

25. COMMITTEES OF THE BOARD

Currently the Board has constituted three Committees: a) Audit Committee, b) Stakeholders Relationship Committee, c) Nomination & Remuneration committee.

A. AUDIT COMMITTEE

All Members of the Audit Committee have accounting and financial management expertise. The role of Audit Committee, the powers exercised by it pursuant to the terms of reference, and the information reviewed by it are in accordance with the requirements as specified in the Regulation 18 of SEBI (LODR) Regulations, 2015 Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Audit Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time. The Vice-Chairman & Whole-time Director and Statutory Auditors are the invitees to the Audit Committee meetings. During the period under review, the Audit Committee met FIVE times on 30.05.2024, 13.08.2024, 11.09.2024, 14.11.2024 & 28.01.2025 and was attended by the following members.

B. NOMINATION AND REMUNERATION COMMITTEE

The roles and responsibilities of the Committee are in accordance with the requirements as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time.

All Members of the Nomination and Remuneration Committee have accounting and financial management expertise. The role of Audit Committee, the powers exercised by it pursuant to the terms of reference, and the information reviewed by it are in accordance with the requirements as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committee also exercises the role and powers entrusted upon it by the Board of Directors from time to time.

During the period under review, the Committee met THREE times on 11.09.2024, 14.11.2024 & 28.01.2025 and was attended by the following members.

Remuneration to Directors: a. The Whole Time Director/ Managing Directors/ Manager/ and/ or Directors get Salary and Perquisites. Remuneration paid for the year ended 31^st March, 2025 was as under:

The Company has not paid any director remuneration during the year.

The criteria for making payments to the Whole time Directors are:

Salary, as recommended by the Nomination and Remuneration Committee and approved by the Board and the Shareholders of the Company. Perquisites, retirement benefits and performance pay are also paid/ provided in accordance with the COMPANYS compensation policies, as applicable to all employees and the relevant legal provisions. Remuneration is determined keeping in view the industry benchmarks and situation of the Company Business. b. The Non-Executive Directors are not paid sitting fees for attending the meetings of the Board and Committees. The Company has not paid sitting fees to any Director of the Company.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The terms of reference of the Committee include reviewing and redressing complaints from shareholders such as non-receipt of annual report, transfer of shares, issue of duplicate share certificates, etc.; to oversee and review all matters connected with transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of securities; to oversee the performance of the Registrar and Transfer Agent and recommends measures for overall improvement in the quality of investor services; and to perform any other function, duty as stipulated by the Companies Act, Securities & Exchange Board of India, BSE and any other regulatory authority or under any applicable laws, as amended from time to time. Committee met TWO times during FY 2024-25 i.e. 13.08.2024 & 28.01.2025 and was attended by following members:

In addition, Details of Shareholders Complaints received during the year are as follows:

Share Transfer Committee

The Stakeholder relationship committee has delegated power of approving transfer of securities to Shri Manan Pateland Shri Omprakash Bhandari. The Committee, inter alia, reviews and approves the transfer/ transmission/ D-mat of equity shares as submitted by M/s. Big Share Services Private Limited., the Registrar & Transfer Agent of the Company. There is no physical transfer during the year.

26. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The Company has not given any loan, made any investment or given any guarantee hence information is nil.

27. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of Directors hereby confirms that; I. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures. II. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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 31st March, 2025 and of the profits of the Company for that period.

III. It has 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, to the best of its knowledge and ability. There are however, inherent limitations, which should be recognized while relying on any system of internal control and records.

IV. It has prepared the annual accounts on a going concern basis.

V. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operation efficiently.

VI. 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.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred unclaimed dividend of Rs. NIL to the Investor Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

29. INSURANCE

There is no assets in the company. So, there is no requirement of taking insurance for the assets.

30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-25, your Company has not entered into any material related party transaction as per the SEBI Listing Regulations with any of its related parties. Disclosures pursuant to the Accounting Standards on related party transactions have been made in the notes to the Financial Statements. As there were no related party transactions which were not in the ordinary course of the business or not on arms length basis and also since there was no material related party transaction as stated above, disclosure under Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013 is not applicable.

31. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that independent directors have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

32. FAMILIARIZATION PROGRAMME

In Compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and responsibility as Directors, the working of the Company, nature of industry in which the Company operates, business model etc. A familiarization program was conducted for Independent Directors. However, there is no business in the Company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provisions of Section 177 (9) of the Act, read with Regulation 22(1) of the SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behavior, including actual or suspected leak of unpublished price sensitive information, actual or suspected fraud or violation of the COMPANYS Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company has not made any investment for (energy conservation) and taken any specific measures to reduce energy cost per unit. However, it intends to conserve energy for future generation.

B. Technology Absorption

There is no research and development activity carried out by the Company.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

EQUITY CAPITAL

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

SHARES IN SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the beginning of the year: NIL

Number of shareholders who approached issuer for transfer of shares from Suspense Account during the year: Not Applicable Number of shareholders to whom, shares were transferred from Suspense Account during the year: Not Applicable

Aggregate number of shareholders and the outstanding shares in the Suspense Account lying at the end of the year: NIL

That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Not Applicable SHARES IN UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the beginning of the year: NIL

Number of shareholders who approached issuer for transfer of shares from the Unclaimed Suspense Account during the year: Not Applicable Number of shareholders to whom, shares were transferred from the Unclaimed Suspense Account during the year: Not Applicable Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year: NIL

35. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS

Pursuant to the requirement of Section 134(3)(q) of the Act, read with Rule 8 (5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed that during FY 2024-25, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the COMPANYS operations in future.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

During the year under review, the Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India as approved by the Central Government.

37. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

38. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. number of complaints filed during the financial year: Nil b. number of complaints disposed of during the financial year: Nil c. number of complaints pending as on end of the financial year: Nil

39. ACKNOWLEDGEMENT

Your directors wish to express the continued co-operation received from all the Stakeholders.