Abram Food Ltd. के निदेशक की रिपोर्ट

Mar 31, 2024

Your Directors are pleased to present this I6''¹'' Annual Report of Abram Food Limited (formerly known as Abram Food
Private Limited) (‘^Ltbe Company”) along with the audited financial statements of the Company for the financial year
ended 3 I^st March, 2024.

FINANCIAL SUMMARY

The highlights of the Financial Statements are detailed hereunder.

The Company''s financial performance for the financial year ended 31⁵¹ March 2024 as compared to the previous financial
year ended 31⁵¹ March 2023 is summarized below:

(Amount in Hundred)

Particulars	2023-24	2022-23
Revenue from Operations	3,600,865,13	3,316,416.06
Other Income	13,500.00	-
I''ntal Income	3,614,365.13	3,316,416.06
Cost of materials consumed	1,059,448.56	1.924.968.00
Purchases Of Stock-in-Trade	2,592,958.39	1,310,093.55
Changes in inventories of finished goods and stock in traded	(359.728.79)	(58,155.83)
Employees Benefit Expenses	27,217.47	18,201.61
Finanee Cost	46,726.36	25,795.23
Depreciation and amortization expense	19,225.71	11,532.95
Other Expenses	85,400.59	18,643.50
Total Expenses	3.471,248.28	3,251,079.01
Profit / (Loss) before tax	143,116.85	65,337.05
Current Tax	41,263.90	16,652.38
Deferred tax	(34.86)	405.92
Profit/ (Loss) after tax	101,887.81	48,278.74

financial Performanceg highlights

During the KY 2023-24 (FY‘24), your Company has earned a net profit of INR 1,01,88,781 (Rupees One Crorc One Lakh
Eighty Eight Thousand Seven Hundred and Eighty One) as compared to a profit of INR 48,27,874 (Forty Eight Lakh
Twenty Seven Thousand Eight Hundred and Seventy Four) in the previous year.

The Company will continue to pursue expansion in the domestic market, to achieve sustained and profitable growth.
COMPANY OPERATIONS AND STATE OF AFFAIRS

The Company is engaged in the business of grinding, processing, trading, producing, extracting refining, storing, importing,
exporting, transporting and dealing in all kinds of goods including flour. Rice, Wheat, pulses, Spices, cereals, Dal, Grains,
atta, maida, suji and other foods and provision items, bakery foods. It is also engaged in manufacturing food and its bye-
products such as biscuits, flakes, dalia and confectionery from fours of all kinds and description and to set up its factories or
mills for the same.

REVIEW OF ill SIM''SS OPER \TIONS \MI IT IT RE PROSPECTS:

Our directors are optimistic about Company’s business and hopeful for better performance with increased revenue in next
year.

SHARE CAPITAL:

A) Authorized Share Capital

The authorized capital of the Company as on 31.03.2024 stands ai Rs. 4.00.00.000/- (Rupees Four Crore Only) divided
into 40,00,000 (Forty Lakh Only) Equity Shares oFRs. 10.00/- (Rupees Ten).

The authorized capital of the company increased to Rs.6,00,00,000/- (Rupees Six Crore Only) divided into 60,00,000
(Sixty Lakh Only) Equity Shares of Rs. 10,00/-(Rupees Ten) on 28,06,2024.

B) Issue of equity shares with or without differential rights

During the year company has not issued any type of equity shares with or without differential rights.

C) Issue of sweat equity shares

During the year company has not issued any type of Sweat Equity Shares.

D) Issue of employee stock options

During the year company has not issued any type of employee stock options .

E) Issue of Bonus shares

During the year company has made a bonus issue of 26,51,000 Equity Shares at a ratio of 11:1 [i.e. eleven fully paid-up
equity shares for every 1 (One) equity shares held] to promoters and promoter group.

Further the company has made bonus issue on 01.07.2024 of 5,78.400 equity shares at ratio of 1 :''5 [i.e. 1 (One) fully
paid-up equity shares for every 5 (Five) equity shares held] to promoters and promoter group.

C HANGE IN THE NATURE Of BUSINESS

There is no change in the nature of business of the Company.

DETAILS OE SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture and Associate Company during the year under review.
CHANGES IN SHARE CAPITAL

During the financial year 23-24, there is increase in the share capital of the Company. The Paid-up Share Capital of the
company as on 3 1.03.2024 is 28,92,0000.

TRANSFER TO RESERVE AND SURPLUS

The Company has transferred amount Rs. 1,01,88,781/- to Reserve and Surplus Account.

DIVIDEND

In view of current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of
tire Company and therefore, finds it prudent not to propose any dividend for the year under reporting,

TRANSFER OE UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION LUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid
last year.

DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended March 31, 2024, There were
no unclaimed or unpaid deposits as on March 31,2024.

DIRECTORS

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a long-term vision and
policy approach to improve the quality of governance. As on March 31, 2024, the Board of Directors of the Company
consists of optimum combination of Executive Directors and Non- Executive Director of the Company,

A) Composition

As on March 31, 2024, the Company has Five Directors and One KMP with an optimum combination of Executive
and Non-Executive Directors, below is the composition of the Board of Directors:

Name of the Board of

Design a lion/Change in

Dale of Appointment at

Director and Key Managerial Person	Designation	Current Designation
Brij Bhushan	Managing Director	28/12/2023
Sanjay Kumar Jain	Director	28/03/2016
Mona Singhal	Director	28/03/2016
Shubhangi Agarwa)	Independent Director	10/01/2024
Achal Kapoor	Independent Director	10/01/2024
Arpit Gupta	CFO	28/12/2023

Bi Induction, Re-Appointment, Change in designation and Resignation

During the Financial year under review and date of board report, following changes took place in the composition of the
Board of Directors and KMP of the Company:

Mr. Brij Bhushan (DIN: 01934853) was appointed as additional director on 28/12/2023 and then was regularized as
the Managing Director on 06/02/2024.

Ms, Shubhangi Agarwa! (DIN: 08135535) was appointed as additional director on 10/01/2024 and then was
regularized as the independent Director on 06/02/2024 and resigned as the Independent director of the Company w.e.f,
31/05/2024.

Ms. Achal Kapoor (DiN: 09150394) was appointed as additional director on 10/01/2024 and then was regularized as
the Independent Director on 06/02/2024 and resigned as the Independent director of the Company w.e. f. 3! /05/2024,

During the financial year under review and date of board report, following changes took place in the composition of the
KMP of the Company:

Mr. Arpit Gupta (DIN: 00498481) was appointed as the CFO on 28/12/2023.

C) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received necessary declaration from all the independent directors that they meet (he criteria of
Independence throughout the year as provided under Section 149(6) of the Companies Act, 2013. The Independent
Directors have also confirmed that they have complied with the Company’s Code of Business Conduct & Ethics.

D) Formal Annual Evaluation

Being a Private Company during the year under review, the requirement of making formal annual evaluation by the
board of directors is not applicable to the Company.

INDEPENDENT DIRECTORS''¹ MEETING

As per Section 149, Schedule IV of the Companies Act, 2013, and Rules made there under, the Independent Directors ofthe
Company met amongst themselves without the presence of Non-Independent Directors and members of Management.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DCRING THE YEAR.

in accordance with the provisions of the Companies Act, 2013, and based on the declarations received from the independent
directors, the Board of Directors hereby affirms that the independent directors appointed during the financial year 2023 -24
possess the requisite integrity, expertise, and experience to effectively contribute to the governance of the company.

The independent directors have demonstrated a high degree of professionalism, ethical standards, and integrity, and they
bring significant expertise and experience to the Board. Their diverse backgrounds and skills, including proficiency in areas
such as [insert relevant field, e.g,, finance, legal, corporate governance, industry expertise), enable them to provide valuable
insights and objective judgment in the best interest of the company and its stakeholders.

Furthermore, the Board is of the opinion that all independent directors appointed during the year have met the criteria of
independence as laid dovvn in Section 149 of the Companies Act, 2013, and the Rules made thereunder, and have complied
with the Code for Independent Directors prescribed undeT Schedule IV ofthe Act. Their contributions to Board discussions
have been instrumental in enhancing the strategic direction and governance framework ofthe Company."

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated
under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is
annexed herewith as “Annexure- t”.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to Directors’
Responsibility Statement, it is hereby confirmed that:

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

(ii) 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 stale of affairs of the company as at March 31„
2024 of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;

(iv) the directors prepared the annual accounts on a going concern basis;

(v) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such

systems are adequate and operating effectively.

NUMBER OK MEETINGS HELD DURING FINANCIAL YEAR 2023-24:

(A) DETAILS OF BOARD MEETINGS

Thirteen meetings of the Board were held during the year. The details of meeting & attendance are given hereunder. The
intervening can between the Meetings was within the prescribed Period.

SR. No.	Date of Board Meeting	Attendance
		Mr. Brij Bhushan	Mr. Sanjay Kumar Jain	Mrs. Mona Singhal	Ms. Shubhangi Agarrval	Mr. Achal Kapoor
1	20.04.2023	NA	Present	Present	NA	NA
2	24.07.2023	NA	Present	Present	NA	NA
3	28.07.2023	NA	Present	Present	NA	NA
4	01.09.2023	NA	Present	Present	NA	NA
5	08.09.2023	NA	Present	Present	NA	NA
6	28.12.2023	NA	Present	Present	NA	NA
7	09.01.2024	Present	Present	Present	NA	NA
8	10.01.2024	Present	Present	Present	NA	NA
9	06.02.2024	Present	Present	Present	Present	Present
10	06.03.2024	Present	Present	Present	Present	Present
11	14.03.2024	Present	Present	Present	Present	Present
12	16.03.2024	Present	Present	Present	Present	Present
13	20.03.2024	Present	Present	Present	Present	Present

(B) DETAILS OF GENERAL MEETINGS

The Details of General meetings held during the financial year 2023-2024 along with the attendance of directors present
in the meetings are mentioned below:

SR. No.	Date (if General Meeting	Type of General Meetin g	Attendance
			Mr. Brij Bhushan	Mr. Sanjay Kumar Jain	Mrs. Mona Singhal	Ms. Shubhangi Agarwal	Mr. Achal Kapoor
1.	06/02/2024	EGM	Present	Present	Present	Present	Present

2.	15/03/2024	EGM	Present	Present	Present	Present	Present
3.	21/03/2024	EGM	Present	Present	Present	Present	Present
4.	30/09/2023	AGM	NA	Present	Present	NA	NA

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

STATEMENT; CONCKRMNG DEVELOPMENl VM) IMPLEMENT CMON OF RISK MANAGEMENT
POE1CV OF THF, COMPANY

The Company has developed and implemented a Risk Management Policy and the board shall review the probable risks
identified and mitigation measures periodically.

SK.MI K AVI AND MATERIAL ORDERS PASSED BA THE REGULATORS Pit COURTS Pit TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There are no significant material orders passed by (lie Regulators^''Cnurts'' tribunals which would impact the going
concern status of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY

During the period under review the company is not covered under the criteria of applicability of Corporate Social
Responsibility pursuant to the provisions ofSection 135 of the Companies Act. 2013

DETAILS OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial year ended on 3 1.03.2024.

APPOINTMENT OF AUDITOR

M/s. Gaur & Associates having Firm Registration number 005354C, was appointed as the Statutory Auditors to the fill
casual vacancy arouse on 1.06.2024, due to resignation of the previous Auditor. This appointment confirmed during
Extraordinary General Meeting held on June 28. 2024.

Further, in line with the requirements of companies act, 2013 and rules made thereunder, the Board of Directors of the
company propose the appointment of M/s. Gaur & Associates having Firm Registration number 0O5354C as the statutory
auditor for term of 5 (five) consecutive years from conclusion of the 16 th Annua! General Meeting until the conclusion of
the 21 st Annual General Meeting of the Company, at such remuneration as may be determined by the Board of Directors.

SECRETARIAL AUDITOR

The Company doesn’t fall under the limit specified under Section 204 of the Companies Act, 2013 thus the requirement
of obtaining a Secretarial Audit Report from the practicing company secretary as per the provisions ofSection 204 of the
Companies Act, 2013 read with Rule 9 of the Companies (Appointment and remuneration of Managerial
Personnel )Rules, 2014 is not applicable to your Company.

INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof,
robustness of internal processes, policies and accounting procedures and compliance with laws and regulations.

As per Section 138 of Companies Act, 2013, this provision is not applicable on the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Loans, Guarantees and Investments u/s 186 of the Companies Act, 2013 form part of the notes to the financial statements
provided in this Audit report forming part of Financial Statements.

TRANSACTIONS WITH RELATED PARTIES

There are no materially significant related party transactions during the year under review made by the Company with
Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at

large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the
year, as per Accounting Standard-18 Related Party Disclosures is given in Note no. 32 to the Balance Sheet as on 31st
March, 2024

EXTRACT OF ANNUAL RETURN-

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with the Companies (Management and
Administration) Rules, 2014, the disclosure of extract of annual return is not applicable to the Company.

DISCLOSE RE ABOUT COST AUDIT

The provision of maintenance of cost audit records and tiling the same is not applicable to the Company.

MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND DATE
Q[BOARD REPORT

Except as mentioned below, there is not material change during the end of Financial year under review and date of board
report.

1. Type of the company is changed from Private Limited to Public Limited which was approved by Special Resolution in
the Extra Ordinary General Meeting held on 21^s'' March, 2024, which has occurred between the end of the financial year
of the Company to which the financial statements relate and the date of the report.

S EC R ETA RIA E ST AM) A R PS

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board
of Directors (SS-1) and General Meetings (SS 2) issued by the Institute of Companies Secretaries of India.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTiON.
PROHIBITION & REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘PoSH Act’) and Rules framed thereunder. AH
employees (including trainees, apprentices and probationers) of the Company at all its locations are covered in this
policy.

Internal Complaints Committee (‘ICC’) is in place to redress complaints of sexual harassment and the Company has
complied with (he provisions relating to the constitution of ICC under the PoSH Act.

Your Company holds a strong commitment to provide a safe, secure and productive work environment to all its
employees. The Company strives to ensure that every employee is informed and compliant with all statutory policies and
practices. PoSH awareness and sensitization are an integral part of this process.

During the year under review, no complaints were received under the policy for prevention, prohibition & redressal of
sexual harassment of women at workplace.

DETAILS OF APPL1C U ION7AN Y PROC EEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Neither any application was made nor are any proceedings pending under the Insolvency and Bankruptcy Code, 20)6
during the FY 2023-24.

PARTICULARS OF EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of
directors and ICMP to median remuneration of employees and percentage increase in the median remuneration, This
provision is not applicable on the Company.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE TIME OF
SETTELEMENI AND THE VALUATION DONE WHILE TAKING LOAN FROM THF, BANKS OR
FINANCIAL INST1UT1QNS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure is required in this
regard.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management Personnel of the Company.
All Board members and Senior Management Personnel have affirmed compliance with the said Code of Ethics &
Conduct

ACKNOWLEDGMENTS

The Directors thank the Company’s employees, customers, vendors, investors and academic partners for their continuous
support. The Directors also thank the Government of India, Governments of various states in India, Governments of
various countries and concerned Government departments and agencies for their co-operation. The Directors appreciate
and value the contribution made by every member of the Abram Food Limited family.

For and on behalf of the Board
Abram Pood Limited

(Formerly Known as Abram Food Private Limited)

Brij Bhushan MonraTsinghal

Managing Director Director

DIN:01934853 D1N:07457919

Address: Plot No. 11, Address: Plot No. 11, Flat No. 502

Flat No. 502 Motidungri Excellency,Alwar

Motidungrt, Excellency, Rajasthan,India,301001

Alwar, Rajasthan

India,301001

Date:07/08/2024
Place: Delhi