Tapi Fruit Processing Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Tapi Fruit Processing Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2024.

CORPORATE OVERVIEW

Tapi Fruit Processing Limited was earlier started as "Tapi Food Products" a home scale food processing industry in May 1999 by its Founder Director Ghanshyam Lukhi as a Proprietorship firm. Over the years TAPI has developed PAN-India distribution network and well-established brand that has enabled us to increase market penetration and expand our footprint across India and exports in more than 20 countries worldwide. Company has successful track record of over two decades in the Indian food industry which has enabled to develop an effective sustainable business model with stringent control over processes, including raw ingredient procurement, manufacturing operations, inventory management across large range of products and SKUs, management of distribution logistics across India. The Company strive towards all-round growth, so it not only grows bigger but also stronger together. The Company see further growth opportunities ahead by innovating with customers in new markets; seeing Globe as its Market and never hesitate to accept a bu siness opportunity overseas. The Companys approach is to diversify and to reach out for new developments and in-depth research to provide solutions has granted an edge to reach new markets.

FINANCIAL YEAR 2023-24 AT GLANCE

Financial Highlights INR In Hundred

Particulars	Standalone		Consolidated
	F.Y. 2023-24	F.Y. 2022-23	F.Y. 2023-24	F.Y. 2022-23
Revenue from Operations	21,01,666.52	20,51,084.49	22,28,526.71	20,67,208.21
Other Income	25,479.76	6,682.35	25,733.74	6,682.35
Total Income	21,27,146.29	20,57,766.84	22,54,260.45	20,73,890.56
Less: Total Expenses before Depreciation, Finance Cost and Tax	20,79,523.47	20,00,293.62	21,97,681.27	20,15,701.37
Profit before Depreciation, Finance Cost and Tax	47,622.81	57,473.22	56,579.18	58,189.19
Less: Depreciation	76,774.13	62,481.12	77,359.17	62,490.67
Less: Finance Cost	5,913.85	15,493.86	5,919.65	15,501.99
Profit Before Extraordinary & Exceptional Items and Tax	(35,065.17)	(20,501.75)	(26,699.65)	(19,803.46)
Less: Extraordinary & Exceptional Items	(10,975.26)	626.09	(10975.26)	626.09
Profit before tax	(24,089.89)	(21,127.84)	(15,724.39)	(20,429.55)
Less: Current Tax	-	-	1,354.60	126.25
Less: Earlier Years Tax	-	(162.74)	-	(162.74)
Less: Deferred tax Liability (Asset)	1,103.38	(1,538.26)	1,168.54	(1,488.75)
Profit after Tax	(25,193.29)	(19,426.84)	(18,247.53)	(18,904.31)

Financial Performance On Standalone Basis

During the year under review, the revenue from operation of the Company was stood at INR 21,01,666.52 Hundred as against that of INR 20,51,084.49 Hundred for previous year. Revenue from operation of the Company was increased by 2.47% over previous year.

Loss before Tax for the financial year 2023-24 stood at INR 24,089.89 Hundred as against Loss before Tax of INR 21,127.84 Hundred making the net loss of INR 25,193.29 Hundred for the financial year 2023-24 as against the net loss of INR 19,426.84 Hundred for the financial year 2022-23. Due to increase in raw material prices and other expenses, the Company could not generate the requisite profit even though increase in revenue from operations. The Board is making its continuous efforts for re-visiting the purchase policy of the Company and increasing the capacity utilization of manufacturing capacity. Management had decided for expansion of production capacity and production area for generating more revenue and profit. The Management is also confident in addition of new automated Production and Packing machinery will help to achieving reduction in the fixed cost and manual intervention in the production will lead the Company to generate the profit in the coming years. Company has also opened company operated retail outlet and addition of New profitable Products as well as expansion in nutraceutical products which will help in generating more revenue and profits.

On Consolidated Basis

The consolidated revenue from operation of the Company for financial year 2023-24 stood at INR 22,28,526.71 Hundred as against that of INR 20,67,208.21 Hundred for previous year. Loss before Tax for the financial year 2023-24 stood at INR 15,724.39 Hundred as compared to INR 20429.55 Hundred for the previous financial year 2022-23. The consolidated net loss of INR 18,247.53 Hundred for the financial year 2023-24 as compared to INR 18904.31 Hundred for the previous financial year 2022-23.

DIVIDEND

With a view to loss incurred during the year, your Directors regret to declare dividend for the financial year 2023-24 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. The loss incurred during the year has been adjusted against the carried forward balance of surplus account.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

Authorized Capital

There was no any change in Authorized share capital of the company.

The Authorized share Capital of the Company, as at closure of financial year 2023-24, was INR 5,00,000.00 Hundred divided into 5000000 Equity Shares of INR 10.00 each.

Issued, Subscribed & Paid-up Capital

During the year under review, vide Special Resolution passed by the Members at their Extra Ordinary General Meeting held on May 30,

2023, through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM"), the Company has allotted total 256000 Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 154.00 per Equity Share and 103500 convertible equity warrants, each exchangeable into one equity shares, to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 154.00 per Equity Warrant. Issued, Subscribed & Paid-up share Capital of the Company, as at closure of financial year 2023-24, was INR 4,16,950.00 Hundred divided into 4169500 Equity Shares of INR 10 each. The entire Paid-up Equity shares of the Company are listed at National Stock Exchange of India Limited.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted f rom requirement of having composition of Board as per Regulation 17 of Listing Regulations. None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors. None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities. The Board of the Company comprises six Directors out of which three are Promoter Executive Directors and one is Professional Non-Executive Non-Independent Director and two are Non-Executive Independent Directors. The Board comprise following Directors;

				No. of Committee^
Name of Director	Category Cum Designation	Date of Appointment at current Term	Total Directorship~	in which Director is Member	in which Director is Chairperson	No. of Shares held as on March 31, 2024
Ghanshyam Lukhi$	Managing Director	16/07/2022	2	0	0	1672647
Ashokkumar Lukhi	Whole-time Director	16/07/2022	1	1	0	1133853
Yash Lukhi	Whole-time Director	03/08/2022	2	1	0	5000
Naveen Anand	Non-Executive Director	12/07/2022	2	2	1	0
Kamleshkumar Pandya	Independent Director	18/07/2022	1	2	2	0
Rekha Shah	Independent Director	18/07/2022	1	3	0	0

^ Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies. ~ Excluding Foreign Companies, Section 8 Companies & struck off Companies. $ Acting as the Chairperson of the Board.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. 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.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 09 (Nine) times, viz May 01, 2023, May 30, 2023, June 14, 2023, June 15, 2023, August 28, 2023, October 05, 2023, October 31, 2023, December 12, 2023, March 18, 2024. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

Name of Director	Ghanshyam Lukhi	Ashokkumar Lukhi	Yash Lukhi	Naveen Anand	Kamleshkumar Pandya	Rekha Shah
Number of Board Meeting held	09	09	09	09	09	09
Number of Board Meetings Eligible to attend	09	09	09	09	09	09
Number of Board Meeting attended	09	08	09	09	09	09
Presence at the previous AGM	Yes	Yes	Yes	Yes	Yes	Yes

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non-Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themsel ves in the

Independent Directors Data Bank.

A separate meeting of Independent Directors was held on March 18, 2024 to review the performance of Non-Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board. The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.tapifood.com. The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

None of Independent Directors have resigned during the year.

Information on Directorate

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Yash G. Lukhi, Whole-Time Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for reappointment as such and seeks re-appointment. The Board of Directors recommends his appointment on the Board. The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director is annexed to the Notice convening the sixth annual general meeting.

Key Managerial Personnel

During the year, the Company had Mr. Ghanshyam Lukhi as Managing Director of the Company, Mr. Ashokkumar Lukhi as Whole-Time Director of the Company, Mr. Yash Lukhi as Whole-Time Director of the Company, Mr. Dalsukhbhai Lukhi as Chief Financial Officer of the Company, Mr. Kashyapkumar Pandav as Company Secretary and Compliance Officer of the Company who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013. As on date of this report, the Company has Mr. Ghanshyam Lukhi as Managing Director, Mr. Ashokkumar Lukhi as Whole-Time Director, Mr. Yash Lukhi as Whole-Time Director, Mr. Dalsukhbhai Lukhi as Chief Financial Officer and Mr. Kashyapkumar Pandav as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Details of the Designated Officer:

Mr. Kashyapkumar Pandav, Company Secretary & Compliance officer of the company is acting as Designated officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 in the following manners; The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of chairperson was also evaluated on the key aspects of his role. Separate meeting of independent directors was on March 18, 2024 held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that: a) In preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same; 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 or loss of the Company for that year; c) The Directors had taken proper and sufficient care 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; d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis. e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given he reunder.

1. Audit Committee 3. Nomination and Remuneration Committee

2. Stakeholders Relationship Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

1. Audit Committee

The Company has formed audit committee for the purpose of assisting the Board in fulfilling its overall responsibilities of monitoring financial reporting processes, reviewing the Companys established systems and processes for internal financial controls, governance and reviewing the Companys statutory and internal audit activities.

The terms reference of Audit Committee specified by the Board of Directors is briefed hereunder;

Role of Committee

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

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 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) in the 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 the company 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 systems;

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. The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company. 16. 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. 17. 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. 18. The Audit Committee shall have authority to investigate into any matter in relation to the items specified in section 177(4) of Companies

Act 2013 or referred to it by the Board.

19. 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. 20. To review the functioning of the whistle blower mechanism;

21. 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. 22. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. 23. Audit Committee will facilitate KMP/auditor(s) of the Company to be heard in its meetings.

24. 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. 25. To consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders. 26. To investigate any other matters referred to by the Board of Directors;

27. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee or containing into SEBI Listing

Regulations 2015.

Review of Information by the Committee

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial information and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by the management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

6. Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1). (b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

Powers of Committee

The Committee -

1. May call for comments of auditors about internal control system, scope of audit, including observations of auditors and review of financial statement before their submission to board;

2. May discuss any related issues with internal and statutory auditors and management of the Company;

3. To investigate into any matter in relation to above items or referred to it by Board;

4. To obtain legal or professional advice from external sources and have full access to information contained in the records of the Company;

5. To seek information from any employee;

6. To secure attendance of outsiders with relevant expertise, if it considers necessary;

7. Any other power as may be delegated to the Committee by way of operation of law.

Composition of Committee, Meeting and Attendance of each Member at Meetings

Board has decided in its meeting held on December 12, 2023 that Audit Committee shall meet as and when required to review and discuss the matters specified in terms of reference of Audit Committee and number of times the Committee shall meet shall be as per C ompanies Act, 2013 or any other rules, regulations or standard applicable to the company. The quorum for the meeting shall be either two members or one third of the members of the committee, whichever is higher but there shall be presence of minimum two independent members at each meeting. During the year under review, Audit Committee met 4 (Four) times on May 01, 2023; May 30, 2023; August 28, 2023 and October 31, 2023. The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2023-24
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Kamleshkumar Pandya	Independent Director	Chairperson	4	4	4
Rekha Shah	Independent Director	Member	4	4	4
Ashokkumar Lukhi	Executive Director	Member	4	4	3

The Statutory Auditor and Internal Auditor of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Further, the Company Secretary of the Company is acting as Secretary to the Audit Committee.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.tapifood.com.

2. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration Committee for the purpose of assisting the Board to identify persons who a re qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and such other matters specified under various statute.

The terms reference of Nomination and Remuneration Committee are briefed hereunder;

Terms of reference

1. Identify persons who are qualified to become directors and may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance;

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

3. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of ski lls, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description.

For the purpose of identifying suitable candidates, the Committee may: a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates.

4. Formulation of criteria for evaluation of independent directors and the Board;

5. Devising a policy on Board diversity; and

6. Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors

7. Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights;

8. Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive Directors for that purpose.

9. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

10. Decide the amount of Commission payable to the Whole Time Directors;

11. Review and suggest revision of the total remuneration package of the Executive Directors keeping in view the performance of the

Company, standards prevailing in the industry, statutory guidelines etc; and

12. To formulate and administer the Employee Stock Option Scheme

13. recommend to the board, all remuneration, in whatever form, payable to senior management.

Composition of Committee, Meeting and Attendance of each Member at Meetings

The Nomination and Remuneration Committee shall meet at least once in a year. The quorum for a meeting of the Nomination and Remuneration Committee shall be either two members or one third of the members of the committee, whichever is greater, including at least one independent director in attendance.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times on May 01, 2023, August 28, 2023 and March 18, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2023-24
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Kamleshkumar Pandya	Independent Director	Chairperson	3	3	3
Rekha Shah	Independent Director	Member	3	3	3
Naveen Anand	Non-Executive Director	Member	3	3	3

The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

The Nomination & Remuneration Committee of the Board is also being referred as the ‘Compensation Committee for the administration and superintendence of the ESOP 2023.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel: o The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment. o A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. o In case of appointment of Independent Director, the Committee shall satisfy itself that number of Boards on which such Independent Director serves, is restricted to applicable regulations in force.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis-?-vis the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://www.tapifood.com/pdf/Nomination-and-Remuneration-Policy.pdf.

Remuneration of Directors: (INR in Hundred)

Name of Directors	Designation	Salary	Sitting Fees	Perquisite	Total
Mr. Ghanshyam Lukhi	Managing Director	18,000.00	-	-	18,000.00
Mr. Ashokkumar Lukhi	Wholetime Director	6,000.00	-	-	6,000.00
Mr. Yash Lukhi	Wholetime Director	12,000.00	-	-	12,000.00
Mr. Naveen Anand	Non-Executive Director	-	300.00	-	300.00
Mr. Kamleshkumar Pandya	Independent Director	-	320.00	-	320.00
Mrs. Rekha Shah	Independent Director	-	380.00	-	380.00

ESOP 2023

The Board of Directors, at its Meeting held on May 1, 2023, approved the "Tapi Fruit Processing Limited - Employee Stock Option Plan

2023" (‘ESOP 2023). The Members of the Company, vide their Special Resolutions passed in their Extra-ordinary General Meeting held on May 30, 2023, approved Tapi Fruit Processing Limited - Employee Stock Option Plan 2023. Moreover, the Company has already received the In-principle Approval for Grant of Options and Listing of Shares allotted under the Scheme from the National Stock Exchange of India Limited.

Under the ESOP 2023, the Company is authorised to create, grant, issue, offer and allot at any time or from time to time to or for the benefit of present and / or future Permanent Employees, options exercisable into not more than 100000 (One Lakhs Only) fully paid up equity shares of the Company ("Equity Share(s)"), under one or more tranches, each option would be exercisable for one Equity Shares of the face value of Rupees 10.00 (Rupees Ten Only) each fully paid up on payment of the requisite exercise price to the Company. During the year under review, the Company has not granted any options to any employees. Moreover, the Board has also decided to extend the benefits of the Scheme and grant Options to eligible employees of Company, and its group companies, including its subsidiary companies and associate companies also. The requisite resolutions were also passed in AGM held on 22^nd September, 2023. The disclosures with respect to Tapi Fruit Processing Limited - Employee Stock Option Plan 2023 as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits) Regulations, 2021 are set out in Annexure-A to the Boards Report.

Disclosure Under Section 67(3)(C) of the Companies Act, 2013

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

3. Stakeholders Relationship Committee

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders / Investors

Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc. The Committee also oversees the performance of the Registrar & Transfer agents of the Company relating to the investors services and recommends measures for improvement. The terms reference of Stakeholders Relationship Committee is briefed hereunder;

Terms of Reference

1. Redressal of shareholders and investors complaints, including and in respect of: a. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized. b. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.; c. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

2. Review the process and mechanism of redressal of Shareholders /Investors grievance and suggest measures of improving the system of redressal of Shareholders /Investors grievances. a. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures; b. Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities; c. Issue of duplicate certificates and new certificates on split/consolidation/renewal; d. Allotment and listing of shares;

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Composition of Committee, Meetings and Attendance of each Member at Meetings

Board has decided in its meeting held on December 12, 2023 that the Stakeholders Relationship Committee shall meet as and when required to review and discuss the matters specified in terms of reference of Stakeholders relationship Committee and number of times the Committee shall meet shall be as per Companies Act, 2013 or any other rules, regulations or standard applicable to the company. The quorum shall be two members present. During the year under review, Stakeholders Relationship Committee met 3 (Three) times on May 30, 2023, August 28, 2023 and March 18, 2024.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

			Number of meetings during the financial year 2023-24
Name of Members	Category	Designation in Committee	Held	Eligible to attend	Attended
Naveen Anand	Non-Executive Director	Chairperson	3	3	3
Yash Lukhi	Executive Director	Member	3	3	3
Rekha Shah	Independent Director	Member	3	3	3

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

During the year under review, the Company had received 0 (zero) complaints from the Shareholders. There was no complaint pending for resolution as on March 31, 2024.

PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. The Company has invested total INR 800.00 Hundred as Equity Contribution in its subsidiary Tapi Wellness Private Limited.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is https://www.tapifood.com/pdf/Annual%20Return%2023-24.pdf.

RELATED PARTIES TRANSACTION

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable. There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arms length basis.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints. During the financial year 2023-24, the Company has received Nil complaints on sexual harassment, out of which Nil complaints have been disposed off and Nil complaints remained pending as of March 31, 2024.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

The company has raised total INR 5,21,280.00 Hundred by way of Initial Public Offer. The proceeds of said issue has been fully utilized by the Company. During the year under review, the Company has raised total INR 4,71,000.00 Hundred by way of Preferential Issue of Equity Sha res and Equity Warrants of the Company to Persons other than Promoters and Promoter Group. The proceeds of said issue have not been fully utilized by the Company till the closures of financial year and unutilised amount invested in Liqui Fund and Deposi ted in Current Bank Account and balance amount was lying in special bank account.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy i.) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization. ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source. iii.) The capital investment on energy conservation equipment: Nil B. Technology absorption i.) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed. ii.) The benefit derived like product improvement, cost reduction, product development or import substitution The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market. iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a. The details of technology imported: The company has imported Automatic Pillow Packing Machine and Double Twist Packing machine. b. The year of import: 2023-24 c. Whether the technology has been fully absorbed: Yes iv.) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable v.) The expenditure incurred on Research and Development: Since inception, we have placed a strong emphasis on developing our in-house R&D abilities, which we believe, has been instrumental in our growth. We believe that our in-house R&D initiatives have resulted in the expansion of our product portfolio, maintaining the quality of our products and translating feedback received from customers, dealers and distributors into concrete results. Our research and development activities emphasize designing and developing new products keeping in mind market standards, customer requirements, cost of production and compliance with applicable standardization norms. Our R&D centre is located in our manufacturing facility at Pipodara, Gujarat. However, during the year under review, the Company has not incurred any Research and Development expenses.

C. Foreign Exchange Earnings & Expenditure - i.) Details of Foreign Exchange Earnings

(INR in Hundred)

Sr. No. Particulars	F.Y. 2023-24	F.Y. 2022-23
1. Exports of Goods calculated on F.O.B. basis	47,012.99	12,395.34

ii.) Details of Foreign Exchange Expenditure

(INR in Hundred)

Sr. No. Particulars	F.Y. 2023-24	F.Y. 2022-23
1. Import of Raw Material / Goods	39,515.77	14,940.16

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure B.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affecting financial position, except allotment of total 256000 equity shares of face value INR 10.00 each, for cash, at a price of INR 154.00 per equity share (including a premium of INR 1 44.00 per equity share), aggregating to INR 3,94,240.00 Hundred by way of a preferential issue to persons other than the promoters and promoter group of the Company and allotment of 103500 warrants of the company at a price of INR 154 per warrant, aggregating to INR 1,59,390.00 Hundred to persons other than the promoters and promoter group of the Company by way of a preferential issue on receipt of an amount equivalent to 25% of the total consideration from the allottees. Moreover, the Company has also adopted and implemented "Tapi Fruit Processing Limited - Employee Stock Option Plan 2023" ("ESOP 2023") for grant of Employee Stock Options to Eligible Employees of the Company.

The requisite approval of the shareholders and stock exchange has already been obtained by the Company.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and

Companys operations in future.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Tapi Wellness Private Limited was incorporated as subsidiary of the Company for carrying out business of Manufacturing, formulating, processing, developing, refining, importing, exporting, marketing, wholesale and/or retail trading of all kinds of neutraceuticals products, nutritions, minerals, pharmaceuticals, pro biotics, pre biotics, amino acid, biologicals, healthcare, ayurvedic, vitamins, foods supplements and dietary supplement products, medicinal preparations, vaccines, cordials, soups, broths and other restoratives or foods etc.

Tapi Wellness Private Limited achieved turnover of INR 1,26,860.19 Hundred during financial year 2023-24. The Profit Before Tax stood at INR 8,365.53 Hundred making net profit for financial year 2023-24 of INR 6,945.77 Hundred. Tapi Wellness Private Limited has not declared any dividend for Financial Year 2023-24. The annual accounts of Tapi Wellness Private Limited has been consolidated with the accounts of the Company for Financial Year 2023-24.

The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed to this Report as Annexure C.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this repor t under the respective heading.

DESCLOSURE OF LARGE CORPORATE ENTITY

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

ONE TIME SETTLEMENT OF LOAN OBTAINED FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, the company has not entered into any one-time settlement with banks or financial institutions and accordingly, the provisions of the said section are not applicable.

RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by an experience auditor. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensura te with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the

Companys internal controls over financial reporting was observed.

LISTING FEES

The Equity Shares of the Company are listed on Emerge Platform of National Stock Exchange of India Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (FRN: 123689W) were appointed as Statutory Auditors of Company at the fourth Annual General Meeting held on July 4, 2022, for a term of five consecutive years.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under

Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The

Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THIEIR REPORT

The Company has appointed Mr. Praful N. Vekariya, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2023-24 is annexed to this report as an Annexure D.

The Secretarial Auditors Report does not contain any qualification, reservation or adverse remark, accordingly, not require to comment up on by the Board of Directors.

INTERNAL AUDITORS AND REPORT

M/s. R J D & Co. Chartered Accountant, Surat (FRN: 137797W), is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.tapifood.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

INSURANCE

The assets of your Company have been adequately insured.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation.

The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socioeconomic and environmental dimensions and contribute to sustainable growth and development.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office:	By order of the Board of Directors
Office No-212 to 214 Sunrise Chambers,	For, TAPI FRUIT PROCESSING LIMITED
Near Ashok Colony, Mini Bazar,	CIN: L15400GJ2018PLC103201
Varachha Road, Surat-395006, Gujarat

 

	Ghanshyam Lukhi	Ashokkumar Lukhi
Place: Surat	Managing Director	Whole-Time Director
Date: September 02, 2024	DIN: 06704416	DIN: 06704408