Greenchef Appliances Ltd के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors hereby submits the report of the business and operations of
your Company along with the Audited Financial Statements for the financial year ended
March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in Lakhs)

Particulars	FY 2024-25	FY 2023-24
Total Revenue from operations	37256	33065
Other Income	142	94
Total Income	37398	33159
Cost of Material consumed	16832	15276
Purchase of Stock in trade	4981	5069
Change in Inventory of Finished Goods and Stock in Process	468	212
Manufacturing Expenses	2255	1894
Employee Benefit expenses	4114	3790
Administrative & Other expenses	7147	5583
Finance cost	514	460
Depreciation and Amortization expenses	248	178
Total expenses	36559	32562
Profit before Depreciation	1087	775
Depreciation	248	178
Profit before Tax and after Depreciation	839	597
Taxes
(a) Current Tax	150	100
(b) Deferred Tax (c) Income Tax paid in PY	61	7
Profit/(Loss) after taxes (PAT)	595	483
Earnings per Equity
Basic	2.56	2.22
Diluted	2.56	2.22

2. COMPANY''S PERFORMANCE AND OUTLOOK:

The total income for the year ended 31.03.2025 amounts to Rs. 37,398 lakhs, which
is higher by 12.78% than the previous year''s ended 31.03.2024 amounts to Rs.
33159. While the company has earned the profit for the year ended 31.03.2025
amounts to Rs. 595 lakhs, which is higher by 23.18% as compared to the previous
year''s Profit ended 31.03.2024 amounts to of Rs. 483 lakhs.

The Company is optimistic to perform better in the Coming years.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the
Financial Year.

4. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended
31^st March, 2025.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the
financial year ended 31^st March, 2025 as the Company does not have any subsidiary
or associate or joint venture Company.

6. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Associates or Joint Ventures during
the Financial Year or at any time after the Closure of the Financial Year and till the
date of this report.

7. DETAILS OF INITIAL PUBLIC OFFER PROCEEDS :

The Company confirms that the entire proceeds raised from the Initial Public Offer
(IPO) have been fully utilized towards the objects as stated in the Prospectus. The
funds have been applied strictly in line with the proposed utilization plan, and
there has been no deviation or variation in the end use of proceeds. The utilization
of IPO funds has been monitored by the Audit Committee/Board and is in
compliance with the applicable provisions of the Companies Act, 2013, SEBI and
other relevant guidelines.

8. SHARE CAPITAL:

The Company, during the year, has not issued and allotted any shares.

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Twenty Five
Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) equity shares of Rs.
10/- Rupees (Ten Only) each.

The total issued, subscribed and paid-up equity share capital of the Company as on
March 31, 2025, stood at Rs.23,27,18,400 (Twenty Three Crores Twenty Seven
Lakhs Eighteen Lakhs Four Hundred Only) divided into 2,32,71,840 (Two Crores
Thirty Two Lakhs Seventy One Thousand Eight Hundred and Forty Only) equity
shares of 10 (Rupees Ten Only) each.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT

There were no material changes and commitments between the end of the
Financial Year and the date of the report, which affects the financial position of the
Company.

10. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the Regulation 34(2) (e), and Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Management Discussion &
Analysis Report is set out in the Annexure -A to this report.

11. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the
Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is
not required.

12. DEPOSIT:

Your Company has not accepted any deposits pursuant to the provisions of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.

Disclosure as per the Companies (Acceptance of Deposits) Second Amendment
Rules, 2015.

Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total
amount involved:

1.	At the beginning of the year	Nil
2.	Maximum during the year	Nil
3.	At the end of the year	Nil

The Company has accepted unsecured loans from the Directors of the Company and or
relatives of the Directors during the year under consideration.

Name	Amount (Rs.)
Mrs. Kavitha Kumari	6,00,900
Mr. Hitesh Kumar Jain	25,23,900
Mr. Sukhlal Jain	56,00,000
Mr. Praveen Kumar Sukhlal Jain	1,40,18,520

13. DIRECTORS
RETIRE BY ROTATION:

Mr. Hitesh Kumar Jain (DIN: 01863942], Whole-time Director, retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible offers,
himself for re-appointment. The Board of Directors recommended his appointment
for consideration of the members at the forthcoming Annual General Meeting.

Mr. Vikas Kumar Sukhlal Jain (DIN: 06763779],Whole Time Director of the
Company, retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible offers, herself for re-appointment. The Board of
Directors recommended her appointment for consideration of the members at the
forthcoming Annual General Meeting.

CESSATION:

During the year under review, Mr. Smith Mogra, Non-Executive, Independent Director,
resigned from the Board w.e.f 04th October, 2024, Closure of Business Hours due to Pre
Occupation and other professional Commitments. Mr. Smith Mogra had also confirmed
that there were no other material reason other than those stated above. The Board
expressed its appreciation towards Mr. Smith Mogra for the valuable guidance and
services rendered by him during his tenure as a Director of the Company.

14. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 2(51] and Section 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel]
Rules, 2014, including any statutory modification^] or re-enactment(s] thereof for
the time being in force, the following are the KMPs and Directors of the Company
as on the date of this Report.

SI	DIN	Name of the Key Managerial	Designation
No		Person. Mr/Ms.
1	02179430	Sukhlal Jain	Whole-Time Director
2	02043628	Praveen Kumar Sukhlal Jain	Managing Director

3	06763779	Vikas Kumar Sukhlal Jain	Whole-Time Director
4	01863942	Hitesh Kumar Jain	Whole-Time Director
5	02043540	Kavitha Kumari	Director
6	07809941	Dhara Bhawesh Jain	Independent Director
7	06571320	Japna Choudhary	Independent Director
8	09851606	Sanjay Pitliya	Independent Director
9	NA	Abhay Jain	Chief Financial Officer
10	NA	Bharathi	Joint Chief Financial Officer
11	NA	Hemashree Sathyanarayana Rao	Company Secretary

Ms. Hemashree S was appointed as a Company Secretary and Compliance Officer w.e.f
28.04.2025

Changes during the financial year 2024-25

*Ms. Keerthi S Raj, appointed as a Company Secretary and compliance officer w.e.f 15^th
April, 2024.

*Mr. Sanjay Pitliya (DIN: 09851606) was appointed as an Independent Director w.e.f
28^th September, 2024

*Mr. Smith Kumar Mogra, Independent Director resigned from the Office w.e.f 04^th
October, 2024

*Ms. Kreethi S Raj resigned from the from the Office w.e.f 31^st January, 2025

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the 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.

Independent Directors of the Company have confirmed about their enrolment in
the data bank of Independent Directors maintained with the Indian Institute of
Corporate affairs.

16. BOARD AND COMMITTEE MEETINGS:

BOARD OF DIRECTORS:

During the financial year ended March 31, 2025 (5) Five Meetings of the Board of
Directors were held. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board
meetings held are as under:

04.04.2024, 29.05.2024, 06.09.2024,27.12.2024,28.03.2025

SI. No.	Name of Directors	Board meetings
		Entitled to attend	attended
1	Mr. Sukhlal Jain	05	05
2.	Mr. Praveen Kumar Sukhlal Jain	05	05
3.	Mr. Vikas Kumar Sukhlal Jain	05	05
4.	Mr, Hitesh Kumar Sukhlal Jain	05	05
5.	Mrs. Kavitha Kumari	05	05
6.	Ms. Japna Choudhary	05	04
7.	Mr. Smith Kumar Mogra	03	02

8.	Mr. Sanjay	02	02
	Pitliya

COMMITTEE MEETINGS:

• AUDIT COMMITTEE:

As on 31^st March, 2025 the Audit Committee comprises of three directors viz.
Ms. Japna Choudhary, Mr. Sanjay Pitliya, Independent Non-Executive
Directors, and Ms. Kavitha Kumari, Non Executive Director. Ms. Japna
Choudhary is the Chairperson of the Committee.

During the year under review the following changes took place and
reconstituted the Audit Committee:

1. Mr. Smith Kumar Mogra, Independent Non-Executive Director resigned
from the Board and Audit committee w.e.f 04^th October, 2024

2. Mr. Sanjay Pitliya, Independent Non-Executive Directors appointed as
Independent Director and member of Audit Committee w.e.f 28^th September,
2024

During the year under review, the Audit Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

SI. No.	Name of Directors	Audit Committee Meetings
		Entitled to attend	attended
1	Ms. Japna Choudhary	05	05
2	Mrs. Kavitha Kumari	05	05
3	Mr. Smith Kumar	03	02

3	Mr. Smith Kumar Mogra	03	02
4	Mr. Sanjay Pitliya	02	02

During the year under review, the Audit Committee was reconstituted with
the following members on 02.09.2024:

Name of the Director	Status in Committee	Nature of Directorship
Ms. Japna Choudhary	Chairperson	Independent Director
Ms. Kavitha Kumari	Member	Non-Executive Director
Mr. Sanjay Pitliya	Member	Independent Director
Mr. Smith Kumar Mogra	Member	Independent Director

• NOMINATION AND REMUNERATION COMMITTEE:

As on 31^st March, 2025 the Nomination and Remuneration Committee
comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara
Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha
Kumari, Non Executive Director. Ms. Japna Choudhary is the Chairperson of
the Committee.

During the year under review, the Nomination and Remuneration
Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

Sl. No.	Name of the Director	Nomination and Remuneration Committee Meetings
		Entitled to attend	attended
1	Ms. Japna Choudhary	05	05
2	Mrs. Kavitha Kumari	05	05
3	Ms. Dhara Bhawesh Jain	05	05

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on 31^st March, 2025 the Corporate Social Responsibility
Committee comprises of three directors viz. Ms. Japna Choudhary,
Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr.
Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna
Choudhary is the Chairperson of the Committee.During the year
under review, the Corporate Social Responsibility Committee met
2 times i.e, 04.04.2025 and 28.03.2025

Sl. No.	Name of Director	Corporate Social Responsibility Committee Meetings
		Entitled to attend	attended
01	Mr. Sukhlal Jain	02	02
02	Mr. Praveen Kumar Sukhlal Jain	02	02
03	Ms. Japna Choudhary	02	02

• STAKEHOLDER RELATIONSHIP COMMITTEE:

As on 31^st March, 2025 the Stakeholder Relationship Committee
comprises of three directors viz. Ms. Japna Choudhary,
Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr.
Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna
Choudhary is the Chairperson of the Committee.

During the year under review, the Stakeholder Relationship
Committee met 1 time.28.03.2025

SI. No.	Name of Director	Stakeholder Relationship Committee Meetings
		Entitled to attend	attended
01	Mr. Sukhlal Jain	01	01
02	Mr. Praveen Kumar Sukhlal Jain	01	01
03	Ms. Japna Choudhary	01	01

MEETINGS OF INDEPENDENT DIRECTORS:

The Company''s Independent Directors met once on 28.03.2025 during the
financial year 2024-25. Such meeting was conducted to enable the Independent
Directors to discuss matters pertaining to the Company''s affairs and put forth
their views.

17. SECRETARIAL STANDARDS:

The Directors state that 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 followed by the Company.

18. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:

The Nomination and Remuneration Committee has laid down the criteria for
performance evaluation of the Individual Directors, Committee and the Board. The
framework of performance evaluation of the Independent Directors captures the
following points:

• Key attributes of the Independent Directors that justify his/ her
extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her
effectiveness.

The evaluation was carried out by means of the replies given/ observations made
by all the Directors on the set of questions developed by them which brought out
the key attributes of the Directors, quality of interactions among them and its
effectiveness.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Program for Familiarization of Independent
Directors with regard to their roles, rights, responsibilities, nature of the industry in
which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the
company and its business vertical/ structure/operational strategy, etc., which
would have necessitated fresh Familiarization Program for Independent Directors.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act,
2013, your Directors state that:

a. In the preparation of the annual accounts for the year ended March 31, 2025,
the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed with proper explanation relating to
material departures, if any;

b. The Directors have 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
as at March 31, 2025 and of the Profit of the Company for the year ended on that
date;

c. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act, for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d. The Directors have prepared the annual accounts on a ''going concern'' basis;

e. The Directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

and

f. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

21. RISK MANAGEMENT POLICY:

The Risk Management policy has been formulated and implemented by the
Company in compliance.

The Company has in place a mechanism to identify, assess, monitor, and mitigate
various risks to key business objectives. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a
continuing basis. Our internal control encompasses various managements systems,
structures of organization, standard and code of conduct which all put together help
in managing the risks associated with the Company. In order to ensure the internal
controls systems are meeting the required standards, it is reviewed at periodical
intervals. If any weaknesses are identified in the process of review the same are
addressed to strengthen the internal controls which are also revised at frequent
intervals. Some of the risks that may pose challenges are set out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

22. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has
formulated, implemented various policies. All such Policies are available on
Company''s website- https://greenchef.in/ . The policies are reviewed periodically
by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish Highest standard of their ethical, moral and legal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178of the Companies Act, 2013.
Policy for Making Payments to Non¬ Executive Director	The Policy contains the rules for making payments to Non-Executive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI [Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking place in the Company.
Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.

Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).

Insider Trading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharing UPSI" The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER
POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED
ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all
employees of the Company to approach the Chairman of the Audit Committee of the
Company and make protective disclosures about the unethical behavior, actual or
suspected fraud or violation of the Company''s Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit
Committee. The Whistle Blower Policy is displayed on the website of the Company,
viz. https://greenchef.in/.

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

There was no loan, guarantee and investment made pursuant to Section 186 of the
Companies Act, 2013 during the year under review and hence the said provisions are
not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

There were contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review and is
appended as Annexure -B to the Board''s report.

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

CONSERVATION OF ENERGY:

The operation of Company is energy intensive. However, proper care has been
taken to utilize the energy at optimum level.

TECHNOLOGY ABSORPTION:

The company is committed to maintaining its standard and high quality of its
production and is constantly engaged in efforts to confer to the guaranteed
satisfaction.

Further, In order to reduce our environmental footprint, we are actively planned
for solar panels in our New Factory at the Vasanthanarsapura, that will operate at
the proposed voltage of 425 KB this initiative is part of our broader commitment to
sustainability and reducing energy consumption, aligning with environmental goals
to promote cleaner, renewable energy sources.

The Company has not imported any technology and hence no information is being
given hereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in foreign exchange: Rs. 32,82,515/-
Expenditure in foreign currency: Rs. 36,28,71,704/-

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act
and rules framed thereunder, the Annual Return, for the financial year ended March
31, 2025 is available on the website of the Company and can be accessed through
the web link.

Website link: https://www.greenchef.in/

As required under Section 90 of the Companies Act, 2013 read with Rule 9(4) the
Companies (Management and Administration) Second Amendment Rules, 2023, every
Company shall designate a person under these rules "who shall be responsible for
furnishing, and extending co-operation for providing, information to the Registrar or
any other authorized officer with respect to beneficial interest in shares of the Company.

Ms. Hema Shree S, Company Secretaiy of the Company authorized to act as Designated
Person in respect to comply with Rule 9(4) the Companies (Management and
Administration) Second Amendment Rules, 2023.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have not reported under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need
to be mentioned in the Board''s report.

29. STATUTORY AUDITORS:

In Compliance with the provisions of Sections 139, 141, 142 and other applicable
provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof,
for the time being in the force),M/s PATEL SHAH AND JOSHI, Chartered

Accountants, (FRN: 107768W), were appointed as statutory auditors for a period
of five consecutive years commencing from the conclusion of 13^th AGM (Annual
General Meeting) held on September 30, 2023 till the conclusion of 18^th AGM to be
held in the calendar year 2028.

The auditor report given by M/s PATEL SHAH AND JOSHI, Chartered
Accountants, Statutory Auditors, on the Financial Statements of the Company for
the financial year ended 31^st March, 2025, forms part of the Annual Report and self¬
explanatory. There has been no qualification, reservation or adverse remarks or
any disclaimer in their report.

30. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or
reported by the Statutory Auditors under Section 143(12) of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from
time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for
the Financial Year ended 31^st March, 2025. The Auditors'' Report for the Financial
Year ended 31^st March, 2025 on the financial statements of the Company is a part of
this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s),
or adverse remark(s), does not call for any further information(s), explanation(s),
or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

31. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on May 30^th, 2025, have appointed
Messrs. Sheethal & Company, (Practicing Company Secretary) as Secretarial
Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to
undertake Secretarial audit of the Company for a period of five years from the
Financial Year 2024-25 to 2029-30

32. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for
the Financial Year 2024-25 is set out in the Annexure - F to this report and forms
integral part of this Annual Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse
remark(s) and qualification(s) etc. do not call for any further explanation(s)/
information or comment(s) from the Board under Section 134(3)(f)(ii) of the
Companies Act, 2013.

33. INTERNAL AUDITORS:

The Board of Directors at its meeting held on May 29^th, 2024 have appointed Messrs.
J Nilesh & Associates, Practicing Chartered Accountant Firm as Internal Auditor of
the Company pursuant to the applicable provisions of the Companies Act 2013, to
undertake Internal audit of the Company for the Financial Year 2024-25.

34. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148 of the Companies Act, 2013 are applicable for the
business activities carried out by the Company. The cost account and record duly
made and maintained by the Company.

Further, the Board at its meeting held on May 29, 2024 has appointed M/s. RDR and
Associates as the Cost Auditor of the Company for Financial Year 2024-25 for
conducting the Cost Audit.

35. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control
commensurate with its size and nature of its business and continuously focuses on
strengthening its internal control processes. These systems provide a reasonable
assurance in respect of providing financial and operational information, complying

with applicable statutes, safeguarding of assets of the Company and ensuring
compliance with corporate policies. The internal financial control of the company is
adequate to ensure the accuracy and completeness of the accounting records,
timely preparation of reliable financial information, prevention and detection of
frauds and errors, safeguarding of the assets, and that the business is conducted in
an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls.
During the year, such controls were tested and no reportable material weaknesses
were observed. The system also ensures that all transactions are appropriately
authorized, recorded and reported.

36. PARTICULARS OF EMPLOYEES:

During the year, there were no employees who received remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs Only) per annum and/or Rs.
8,50,000/- (Rupees Eight Lakhs Fifty Thousand Only) per month.

There were no employees posted and working in a country outside india, not being
directors or relatives, drawing more than the amount prescribed under the rule 5(3)
of the companies (appointment and remuneration of managerial personnel) rules,
2014. Hence, the details are not required to be circulated to the Members and not
required to be attached to this annual report.

The Statement containing the names and other particulars of the employees of the
Company as required under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - C
& D to this report.

37. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (''LODR)''
are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the
Company is listed on the SME Exchange.

38. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Board sets the
Company''s CSR Policy. The details of composition of CSR Committee, terms of
reference and Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure E and
forms an integral part of this Report. Your Company''s Corporate Social
Responsibility Policy (CSR Policy) is available on the website of the Company at
www.greenchef.in

39. DETAILS OF APPLICATIONS MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016:

No application is made during the Financial Year 2024-25 by or against the
Company and there are no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

40. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:

The Company has not made any onetime settlement with any of its lenders.

41. LISTING FEES:

The listing fees payable for the Financial Year 2024- 25 has been paid to National
Stock Exchange of India Limited within due date.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with
the requirements of The Sexual Harassment of Women at the Workplace

(Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received
regarding sexual harassment.

Further, Company provides a conductive work environment in terms of sexual
harassment for the women employees and has sufficient checks to provide
protection against Sexual harassment of women at workplace.

During the year under review, no complaints were filed with the Committee under
the provisions of the said Act.

No. of complaints received: Nil.

No. of complaints disposed off: Nil.

No of Sexual harassment pending more than 90 days: NIL

43. MATERNITY BENEFIT ACT

The Company is committed to ensuring a safe, inclusive and supportive work
environment all employees. The Company has complied with the provisions of the
Maternity Benefit Act, 1961.The Company has made all the arrangements required
to be provided to the employees who need the Maternity Benefits.. There are Nil
employees who are coming under the requirements of availing of the Maternity
Benefit during the Financial Year 2024-25.

44. HUMAN RESOURCES

Your Company recognizes the Human Resources are vital to an organization''s success
and company continued with its focus on implementing strategic HR initiatives in
areas of learning, recruiting, promotion, work environment, succession planning etc.
The Company is committed to creating a supportive environment not only to attract
but also retains top talent

The Company has adopted a non-discrimination policy which is essential aspect in
work life. The Company believes in equal opportunity in recruitment and in the
course of employment among employees regardless of color, race, gender, social
origin, caste or religion. Women employees are continuously encouraged and
supported to take new roles of responsibility ensuring career growth and retention.

Following are the details of number of Employees as on closure of
Financial Year 31.03.2025

SI No.	Category	Number of Employees
1	Male	1077
2	Female	271
3	Transgender	NIL
	Total	1348

45. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts /
Tribunal which would impact the going concern status of the Company and its
future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies
(Accounts) Rules, 2014 is not required.

46. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME
DIRECTOR FROM THE COMPANY OR RECEIPT OF
COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole time
Director from the Company or receipt of commission/remuneration from its
holding or subsidiary company.

47. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during
the year under review.

48. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

49. DISCLOSURE REGARDING ISSUE OF BONUS SHARES:

The Company has not issued Bonus shares during the year under review.

50. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:

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

51. CREDIT RATING

During the year under review, the Company was assigned a rating as below from
Credit rating agencies.

	Long term	Short term
Brick works Ratings	BWR BB /Stable	BWRA4
Crisil Ratings	CRISIL B /Stable	CRISIL A4
Care Ratings	CARE BBB-; Stable	CARE A3

52. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial standards-4 in case the company has revised its financial
statement or the Report in respect of any of the three preceding financial years either
voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such
revision shall be disclosed in the Report of the year as well as in the Report of the
relevant financial year in which such revision is made.

The Company there is no revision of Financial Statement took place in any of the three
preceding financial years under consideration.

53. GENERAL DISCLOSURES:

Your directors'' state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ activities pertaining to these
matters during the Financial Year 2024 -25:

a) Issue of equity shares with differential rights as to dividend, voting or
otherwise;

b) Instances with respect to voting rights not exercised directly by the employees
of Company;

c) Neither the Executive Director nor the CFO of the Company receives any
remuneration or commission from any other Company; and

d) There is no requirement of web link of policy for determining ''material''
subsidiaries is disclosed as Company has no subsidiaries during 2024- 25.

54. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation and gratitude for the
assistance and generous support extended by all Government authorities, Financial
Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immense appreciation for the devotion,
commitment and contribution shown by the employees of the Company while
discharging their duties.

By order of the Board of Directors
For GREENCHEF APPLIANCES LIMITED

Date: 03/09/2025

Place: Bangalore Praveen Kumar Sukhlal Jain Sukhlal Jain

Managing Director Whole-time Director

DIN: 02043628 DIN:02179430

---

Mar 31, 2024

The Board of Directors hereby submits the report of the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL SUMMARY OF THE COMPANY:

(Amount in Lakhs)

Particulars	FY 2023-24 Rs.	FY 2022-23 Rs.
Total Revenue from operations	33,065	32,776
Other Income	94	275
Profit before Depreciation	775	1,808
Depreciation	178	348
Profit before Tax and after Depreciation	597	1,460
Taxes (a) Current Tax	100	393
(b) Deferred Tax	13	19
(c) Income Tax paid in PY		-
Profit/(Loss) after taxes (PAT)	483	1048

2. COMPANY''S PERFORMANCE:

The total income for the year stood at Rs. 33,052/- lakhs, which is higher by 0.32% than the previous year''s Total Income of Rs. 33,159/- lakhs. While the company has earned the profit of Rs. 483/- lakhs, which is lesser by 53.92% as compared to the previous year''s Profit of Rs. 1048 lakhs.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended March 31, 2024.

4. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the financial year ended March 31, 2024 as the Company does not have any subsidiary or associate or joint venture Company.

5. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Associates or Joint Ventures during the Financial Year or at any time after the Closure of the Financial Year and till the date of this report.

6. DETAILS OF INITIAL PUBLIC OFFER & LISTING:

We are pleased to inform you that the Company had made an Initial Public Offer of 61,63,200/-Equity Shares of Rs. 10/- each at an issue price of Rs. 87/- each (including the share premium of Rs. 77/- per Equity Share) vide prospectus dated 16^th June 2023 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The IPO had received an exceptional response from the public. The issue was over-subscribed on an overall basis. The Initial Public Offer was subscribed 59.59 times. Qll category was subscribed 42.70 times, Nil category was subscribed 95.96 times an the retail category was subscribed 62.58 times.

The Equity Shares of the Company got listed on the NSE Emerge with effect from July 06 2023.

7. SHARE CAPITAL:

The Company, during the year, has issued and allotted 61,63,200 equity shares of face value of 10/-each on July 3, 2023 at an issue price of 87/- each the equity shares issued ranked pari-passu with the existing fully paid up equity shares in all respects as to dividend etc.

The total paid-up equity share capital of the Company as on March 31, 2024, stood at Rs.23,27,18,400 divided into 2,32,71,840 (Two Lakh Thirty Two Thousand Seventy one Thousand and Eight Hundred and Forty only) equity shares of 10 (Rupees Ten Only) each.

8. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure - A to this report.

9. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

10. DEPOSIT:

Your Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AFFECTING THE COMPANY:

There is no material changes and commitments affecting the financial position of the company that have occurred after the end of the financial year till the date of the signing of the report.

12. DIRECTORS

RETIRE BY ROTATION:

Mr. Sukhlal Jain (DIN: 02179430), Whole-time Director and Ms. Kavitha Kumari (DIN: 02043540) Director ofthe Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers, himself for re-appointment. The Board of Directors recommended their appointment for consideration of the members at the forthcoming Annual General Meeting.

13. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 2(51) and Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the following are the KMPs of the Company as on the date of this Report.

Mr. Praveen Kumar, Managing Director, Mr. Sukhlal Jain, Whole-time Director, Mr. Vikas Kumar Sukhlal Jain, Whole-time Director, Hitesh Kumar Jain, Whole-time Director, Mr. Abhay Jain, Chief Financial Officer, Ms. Bharathi, Joint Chief Financial Officer and Ms. Keerthi S Raj, Company Secretary are the key managerial personnel of the company.

The Board appointed Ms. Aarti Panigrahi as Company Secretary of the Company with effect from December 30, 2022. As on the date of signing of this report Ms. Aarti Panigrahi resigned from the Office with effect from March 29,2024 and Ms. Keerthi S Raj appointed as Company Secretary & Compliance Officer w.e.f 15^th April 2024

14. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the 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) ofthe Companies Act, 2013.

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

15. BOARD AND COMMITTEE MEETINGS:

9.1 BOARD OF DIRECTORS:

During the financial year ended March 31, 2024 (12) Twelve Meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board meetings held are as under:

SI. No.	Date	No. of Directors present
1.	15/05/2023	6
2.	08/06/2023	6
3.	16/06/2023	6
4.	27/06/2023	6
5.	30/06/2023	6
6.	03/07/2023	6
7.	15/07/2023	5
8.	31/07/2023	5
9.	11/08/2023	6
10.	05/09/2023	8
11.	10/11/2023	8
12.	29/01/2024	5

9.2 COMMITTEE MEETINGS:

• AUDIT COMMITTEE:

As on March 31, 2024 the Audit Committee comprises of three directors viz. Ms. Japna Choudhary, Mr. Smith Kumar Mogra, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non Executive Director. Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Audit Committee met 4 times.

• NOMINATION AND REMUNERATION COMMITTEE:

As on March 31, 2024 the Nomination and Remuneration Committee comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non Executive Director.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Nomination and Remuneration Committee met 2 times.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on March 31, 2024 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Corporate Social Responsibility Committee met 1 time.

• STAKEHOLDER RELATIONSHIP COMMITTEE:

As on March 31, 2024 the Stakeholder Relationship Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Stakeholder Relationship Committee met 1 time.

9.3 MEETINGS OF INDEPENDENT DIRECTORS:

The Company''s Independent Directors met once during the financial year 2023-24. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company''s affairs and put forth their views.

16. SECRETARIAL STANDARDS:

The Directors state that 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 followed by the Company.

17. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

• Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her effectiveness.

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

18. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

19. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end ofthe Financial year i.e. March 31, 2024.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed with proper explanation relating to material departures, if any;

b. The Directors have 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 as at March 31, 2024 and of the Profit of the Company for the year ended on that date;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a ''going concern'' basis; and

e. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

21. RISK MANAGEMENT POLICY:

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals.

22. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company''s website- https://greenchef.in/ under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish Highest standard of their ethical, moral andlegal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP"), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Policy for Making Payments to NonExecutive Director	The Policy contains the rules for making payments to NonExecutive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking placein the Company.

Policy on Materiality of Related Party Transaction	The policy regulates all transactions taking place between the Company and its related parties in accordance with the applicable provisions.
Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointment of Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helps to identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 ("PIT Amendment Regulations") mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information ("UPSI").
Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).

InsiderTrading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company’s shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharingUPSI" The Code covers Company''s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of theDocuments	The policy deals with the retention of corporate records of the Company.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company, viz. https://greenchef.in/.

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

There was no loan and investment made pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

There were contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and is appended as Annexure - B to the Board''s report.

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

CONSERVATION OF ENERGY:

The operation of Company is energy intensive. However, proper care has been taken to utilize the energy at optimum level.

TECHNOLOGY ABSORPTION:

The Company has not imported any technology and hence no information is being given hereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhs)

Earnings in foreign exchange: Rs. 1,02,61,684/-Expenditure in foreign currency: Rs. 32,76,36,059/-

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act and rules framed thereunder, the Annual Return, for the financial year ended March 31, 2024 is available on the website of the Company and can be accessed through the web link.

Website link - https://www.greenchef.in/annual-return

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

29. STATUTORY AUDITORS:

In Compliance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof, for the time being in the force), M/s PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W), were appointed as statutory auditors for a period of five consecutive years commencing from the conclusion of 13^th AGM (Annual General Meeting) held on September 30, 2023 till the conclusion of 18^th AGM to be held in the calendar year 2028.

The auditor report given by M/s PATEL SHAH AND JOSHI, Chartered Accountants, Statutory Auditors, on the Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2024, forms part of the Annual Report and self-explanatory. There has been no qualification, reservation or adverse remarks or any disclaimer in their report.

30. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2024. The Auditors'' Report for the Financial Year ended March 31, 2024 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) ofthe Companies Act, 2013.

31. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on May 29^th, 2024, have appointed Ms. Subhashini Ghantoji (Practicing Company Secretary) having Membership No. 33743 and Certificate of Practice No. 12584 as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 202425.

32. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2023-24 is set out in the Annexure - F to this report and forms integral part of this Annual Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

33. INTERNAL AUDITORS:

The Board of Directors at its meeting held on May 29, 2024 have appointed M/s. J Nilesh & Associates, Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2024-25.

34. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are applicable for the business activities carried out by the Company.

Further, the Board at its meeting held on May 29, 2024 has appointed M/s. RDR and Associates as the Internal Auditor of the Company for Financial Year 2024-25 for conducting the Cost Audit.

35. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

36. PARTICULARS OF EMPLOYEES:

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - C & D to this report.

37. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (''LODR)'' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

38. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Board sets the Company''s CSR Policy. The details of composition of CSR Committee, terms of reference and Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are as per Annexure - E and forms an integral part of this Report. Your Company''s Corporate Social Responsibility Policy (CSR Policy) is available on the website of the Company at www.greenchef.in

39. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2023-24 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

40. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any onetime settlement with any of its lenders.

41. LISTING FEES:

The listing fees payable for the Financial Year 2024 - 25 has been paid to National Stock Exchange of India Limited within due date.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

During the year under review, no complaints were filed with the Committee under the provisions ofthe said Act.

43. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

44. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME DIRECTOR FROM THE COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole time Director from the Company or receipt of commission/remuneration from its holding or subsidiary company.

45. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

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

46. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

47. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:

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

48. GENERAL DISCLOSURES:

Your directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2023 -24:

49. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.

For and on behalf of the Board of Directors

Date:06/09/2024 Praveen Kumar Sukhlal Jain SukhlalJain

Place: Bangalore Managing Director Whole-time Director

DIN: 02043628 DIN: 02179430

---

Mar 31, 2023

The Board of Directors hereby submits the report of the business and operations of your Company along with the Audited Financial Statements for the financial year ended March 31, 2023.

1. OPERATIONAL OVERVIEW:

(Amount in Lakhs)
Particulars	FY 2022-23 Rs.	FY 2021-22 Rs.
Total Revenue	33,051.74	33,691.76
Total Operating Expenses	31,591.71	33.601.5
Profit/(Loss) before taxes & exceptional items	1,460.03	90.26
Taxes
(a) Current Tax	393	41.59
(b) Deferred Tax	18.09	(2.89)
(c) Excess/Short provision of tax relating to	0.65	0.29
earlier years
Profit/(Loss) after taxes (PAT)	1,048.29	51.27

2. COMPANY''S PERFORMANCE:

The total income for the year stood at Rs. 33,051.74 lakhs, which is slightly lesser by 1.93% than the previous year’s Total Income of Rs. 33,691.76 lakhs. While the company has earned the profit of Rs. 1,460.03 lakhs, which is also higher by 1,517.58% as compared to the previous year’s Profit of Rs. 90.26 lakhs.

3. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended March 31, 2023.

4. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the financial year ended March 31, 2023 as the Company does not have any subsidiary or associate or joint venture Company.

5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, M/s. Greenchef Manufacturers & Distributors Private Limited and M/s. Modulus Springs Private Limited ceased to be the subsidiaries of the Company.

6. DETAILS OF INITIAL PUBLIC OFFER & LISTING:

We are pleased to inform you that the Company had made an Initial Public Offer of 61,63,200/- Equity Shares of Rs. 10/- each at an issue price of Rs. 87/- each (including the share premium of Rs. 77/- per Equity Share) vide red herring prospectus dated June 16, 2023on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

The Equity Shares of the Company got listed on the NSE Emerge with effect from July 06 2023.

7. SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2023 was Rs 17,10,86,400/-. During the year under review the Company has issued 1,35,44,340 Bonus Shares in the proportion of 19:5

i.e. Nineteen (19) fully paid up Bonus Shares for every Five (5) existing fully paid up Equity Shares held by the members as on the record date.

8. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the Regulation 34(2)(e), and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion & Analysis Report is set out in the Annexure - A to this report.

9. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is not required.

10. DEPOSIT:

Your Company has not accepted any deposits pursuant to the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AFFECTING THE COMPANY:

The material changes and commitments affecting the financial position of the company that have occurred after the end of the financial year of the company is that the company got the In-Principle Approval of Red Herring Prospectus (DRHP) for Initial Public Issue of 61,63,200 Equity Shares of face value of Rs. 10/- each on March 23, 2023.

After submission of Red Herring Prospectus (RHP) and Prospectus for Initial Public Issue, the company received the Final Approval for Listing of Equity shares on NSE (EMERGE) platform on July 06, 2023.

The company got listed on NSE EMRGE on July 06, 2023 with listing price of Rs. 104 per equity share against the issue price of Rs. 87 per equity share.

DETAILS OF THE ISSUE OF EQUITY SHARES THROUGH IPO

Equity Shares Offered through	61,63,200
Public Issue
Out of which:
Issue Reserved for the Market	3,12,000
Makers
Net Issue to the Public	58,51,200
Out of which
A. QIB Portion	29,23,200
Of which
Anchor Investor Portion	17,52,000
Net QIB Portion	11,71,200
B. Non-Institutional Portion	8,78,400
C. Retail Portion	20,49,600

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the year under review there are following changes in the composition of Board of Directors of the Company and Key Managerial Personnel.

i. Mr. Praveen Kumar Sukhlal Jain (DIN: 02043628)

The Members appointed Mr. Praveen Kumar Sukhlal Jain as a Managing Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.

ii. Sukhlal Jain (DIN: 02179430)

The Members appointed Mr. Sukhlal Jain as a Chairman cum Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.

iii. . Hitesh Kumar Jain (01863942)

The Members appointed Mr. Hitesh Kumar Jain as a Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.

iv. Vikas Kumar Sukhlal Jain (06763779)

The Members appointed Mr. Vikas Kumar Sukhlal Jain as a Whole-time Director of the Company with effect from January 01, 2023 for a term of 3 years at an Extraordinary General Meeting of the Company held on December 30, 2022.

v. Japna Choudhary (06571320)

The Board of Directors at its meeting held on December 05, 2022 appointed Ms. Japna Choudhary as an additional Non-Executive Independent Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized at an Extra-Ordinary General Meeting held on December 30, 2022 to hold the office for the first term of Five years commencing from January 01, 2023.

vi. Kavitha Kumari (02043540)

The Board of Directors at its meeting held on December 05, 2022 appointed Ms. Kavitha Kumari as an additional Non-Executive Director of the Company with immediate effect to hold office up to the date of the ensuing Annual General Meeting of the Company. However, the said appointment was regularized at an Extra-Ordinary General Meeting held on December 30, 2022.

vi i. Smith Kumar Mogra (07782590)

The first tenure of Mr. Smith Kumar Mogra, as an Independent Director was due for expire on April 24, 2023. The members re-appointed Mr. Smith Kumar Mogra to hold the office for the second term of Five years commencing from April 25, 2023 at an Extra-Ordinary General Meeting held on March 16, 2023.

viii. Dhara Bhawesh Jain (07809941)

The first tenure of Ms. Dhara Bhawesh Jain, as an Independent Director was due for expire on April 24, 2023. The members re-appointed Ms. Dhara Bhawesh Jain to hold the office for the second term of Five years commencing from April 25,

2023 at an Extra-Ordinary General Meeting held on March 16, 2023.

ix. Aarti Panigrahi (PAN: BNAPP8245E)

The Board appointed Ms. Aarti Panigrahi as Company Secretary of the Company with effect from December 30, 2022.

x. Abhay Jain (PAN: AKHPJ4211H)

The Board appointed Mr. Abhay Jain as CFO(KMP) of the Company with effect from December 30, 2022.

xi. Bharathi (PAN: AVMPB5993Q)

The Board appointed Ms. Bharathi as Joint CFO (KMP) of the Company with effect from December 30, 2022.

13. DECLARATION BY INDEPENDENT DIRECTORS:

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.

Independent Directors of the Company have confirmed about their enrolment in the data bank of Independent Directors maintained with the Indian Institute of Corporate affairs.

14. BOARD AND COMMITTEE MEETINGS:14.1 BOARD OF DIRECTORS:

During the financial year ended March 31, 2022 (13) Thirteen Meetings of the Board of Directors were held. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board meetings held are as under:

Sl. No.	Date	No. of Directors
		present
1.	20/04/2022	6
2.	10/06/2022	6
3.	05/08/2022	6
4.	07/09/2022	6
5.	15/10/2022	6
6.	09/11/2022	6
7.	24/11/2022	6
8.	03/12/2022	6
9.	05/12/2022	6
10.	30/12/2022	8
11.	15/02/2023	8
12.	20/02/2023	8
13.	20/03/2023	8

14.2 COMMITTEE MEETINGS:• AUDIT COMMITTEE:

The Audit Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.

As on March 31, 2023 the Audit Committee comprises of three directors viz. Ms. Japna Choudhary, Mr. Smith Kumar Mogra, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non-Executive Director. Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Audit Committee met 4 times.

• NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.

As on March 31, 2023 the Nomination and Remuneration Committee comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha Kumari, Non-Executive Director.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Nomination and Remuneration Committee met 2 times.

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee was re-constituted in the Meeting of the Board of Directors held on December 30, 2022.

As on March 31, 2023 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Corporate Social Responsibility Committee met 1 time.

• STAKEHOLDER RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was constituted in the Meeting of the Board of Directors held on December 30, 2022.

As on March 31, 2023 the Corporate Social Responsibility Committee comprises of three directors viz. Ms. Japna Choudhary, Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr. Praveen Kumar Sukhlal Jain Executive Directors.

Ms. Japna Choudhary is the Chairperson of the Committee.

During the year under review, the Stakeholder Relationship Committee met 1 time.

14.3 MEETINGS OF INDEPENDENT DIRECTORS:

The Company’s Independent Directors met once during the financial year 2022-23. Such meeting was conducted to enable the Independent Directors to discuss matters pertaining to the Company’s affairs and put forth their views.

15. SECRETARIAL STANDARDS:

The Directors state that 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 followed by the Company.

16. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the Individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

• Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her effectiveness. The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Programme for Familiarization of Independent Directors with regard to their roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the company and its business vertical/ structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.

18. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There have been no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial year i.e. March 31, 2023.

Further after the close of the financial year, the Company had made an Initial Public Offer of 61,63,200/- Equity Shares of Rs. 10/- each at an issue price of Rs. 87/- each (including the share premium of Rs. 77/- per Equity Share) vide prospectus dated June 16, 2023 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.

19. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed with proper explanation relating to material departures, if any;

b. The Directors have 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 as at March 31, 2023 and of the Profit of the Company for the year ended on that date;

c. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual accounts on a ''going concern'' basis; and

e. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. RISK MANAGEMENT POLICY:

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various managements systems, structures of organization, standard and code of conduct which all put together help in managing the risks associated with the Company. In order to ensure the internal controls systems are meeting the required standards, it is reviewed at periodical intervals. If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also revised at frequent intervals. Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

21. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has formulated, implemented various policies. All such Policies are available on Company’s website- https://greenchef.in/investors/ under the Tab named Policies. The policies are reviewed periodically by the Board and updated based on need and requirements:

Name of the Policy	Brief Description
Archival Policy	The policy provides framework for Identification of records that are to be maintained permanently or for any other shorter period of time.
Code of Conduct for Board & Senior Management Personnel	The Policy is aimed to formulate a Code of Conduct for the Directors and Senior Management Personnel to establish Highest standard of their ethical, moral andlegal conduct in the business affairs of the Company.
Nomination and Remuneration Policy	Your Board has framed the policy for selection and appointment of Directors including determining qualifications, competencies, positive attributes and independence of a Director, Key Managerial Personnel ("KMP”), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Policy for Making Payments to NonExecutive Director	The Policy contains the rules for making payments to NonExecutive Directors as per the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.
Policy on Criteria for Determining Materiality of Events	This policy applies for determining and disclosing material events taking placein the Company.
Policy on Materiality of Related PartyTransaction	The policy regulates all transactions taking place between the Company and itsrelated parties in accordance with the applicable provisions.

Terms & Conditions of appt. of Independent Directors	The Policy provides framework that regulates the appointment, re-appointmentof Independent Directors and defines their roles, responsibilities and powers.
Whistle Blower Policy	The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and Section 177(10) of the CompaniesAct, 2013 with a view to enable the stakeholders, including Directors, individual employees to freely communicate their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct and ethics amongst others to the Audit Committee of the Company. The mechanism provides adequate safeguards against victimization of Directors or employees who avail of the mechanism.
Risk Management Policy	The Risk Management policy is formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy helpsto identify the various elements of risks faced by the Company, which in the opinion of the Board threatens the existence of the Company.
Policy in case of leak of UPSI	The SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (“PIT Amendment Regulations”) mandates every listed company to formulate a written policy and procedures for inquiry in case of leak of unpublished price sensitive information and initiate appropriate action on becoming aware of leak of unpublished price sensitive information and inform the Board promptly of such leaks, inquiries and results of such inquiries. Pursuant to this regulation, the Company has adopted the Policy for Procedure of Inquiry in Case of Leak of Unpublished Price Sensitive Information (“UPSI”).

Policy for Evaluation of the Performance of the Board	The Policy provides framework for carrying out the annual evaluation of its own performance as envisaged in the Companies Act, 2013 and of the individual Directors (excluding the Director being evaluated).
Insider Trading Policy	Your Company has adopted the Policy to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company''s shares and sharing Unpublished Price Sensitive Information.
Code for fair disclosure of UPSI	The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information helps in determination of "Legitimate purposes for sharingUPSI” The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.
Policy on Preservation of the Documents	The policy deals with the retention of corporate records of the Company.

22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all employees of the Company to approach the Chairman of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit Committee. The Whistle Blower Policy is displayed on the website of the Company, viz. https://greenchef.in/investors/

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

There was no loan and investment made pursuant to Section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

There were contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review and is appended as Annexure - B to the Board''s report

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

The operation of Company is energy intensive. However, proper care has been taken to utilize the energy at optimum level.

TECHNOLOGY ABSORPTION:

The Company has not imported any technology and hence no information is being given hereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Lakhs)

Earnings in foreign exchange: 27.34 Expenditure in foreign currency: 1,612

26. EXTRACT OF ANNUAL RETURN:

In accordance with Section 92 (3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https: //greenchef.in/investors

27. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

28. STATUTORY AUDITORS:

The Statutory Auditors M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W) will be appointed at the ensuing Annual General Meeting to hold office for a term of five years.

As required under the provisions of Section 139 and 141 of the Companies Act, 2013, the Company has received a written consent and certificate from M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W), Statutory Auditor, to the effect that the approval of their appointment, if made, would be in conformity with the limits specified in the said Section and that they are not disqualified to be appointed as Auditors of the Company. The Board has recommended to the shareholders for appointment of M/s. PATEL SHAH AND JOSHI, Chartered Accountants, (FRN: 107768W) as Statutory Auditors, to hold office from the ensuing Annual General Meeting till the conclusion of the Sixth Annual General Meeting and to fix their remuneration.

29. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for the Financial Year ended March 31, 2023. The Auditors'' Report for the Financial Year ended March 31, 2023 on the financial statements of the Company is a part of this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s), or adverse remark(s), does not call for any further information(s), explanation(s), or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

30. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on August 11, 2023 have appointed Ms. Subhashini Ghantoji (Practicing Company Secretary) having Membership No. 33743 and Certificate of Practice No. 12584 as Secretarial Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to undertake Secretarial audit of the Company for the Financial Year 2022-23.

31. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for the Financial Year 2022-23 is set out in the Annexure - D to this report and forms integral part of this Annual Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse remark(s) and qualification(s) etc. do not call for any further explanation(s)/ information or comment(s) from the Board under Section 134(3)(f)(ii) of the Companies Act, 2013.

32. INTERNAL AUDITORS:

The Board of Directors at its meeting held on September 07, 2022 have appointed M/s. SKNJ and Co., Practicing Chartered Accountant Firm as Internal Auditor of the Company pursuant to the applicable provisions of the Companies Act 2013, to undertake Internal audit of the Company for the Financial Year 2022-23.

Further, the Board at its meeting held on August 11, 2023 has re-appointed M/s. SKNJ and Co., as the Internal Auditor of the Company for Financial Year 2023-24 for conducting the Internal Audit.

33. DISCLOSURE ABOUT COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are applicable for the business activities carried out by the Company.

Further, the Board at its meeting held on September 05, 2023 has appointed M/s. RDR and Associates as the Internal Auditor of the Company for Financial Year 2023-24 for conducting the Cost Audit.

34. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

35. PARTICULARS OF EMPLOYEES:

The Statement containing the names and other particulars of the employees of the Company as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in the Annexure - D to this report.

36. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (‘LODR)'' are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the Company is listed on the SME Exchange.

37. CORPORATE SOCIAL RESPONSIBILITY:

After the close of the Financial Year, provisions relating to Section 135 of the Companies Act, 2013 i.e. Constitution of the Corporate Social Responsibility Committee is applicable to the Company, since the Net Profits of the Company exceeds Rs. 5 crore during the Financial Year 2022-23.

The Corporate Social Responsibility Committee as required under the provisions of Section 135 of the Companies Act, 2013 is formed by the Company.

38. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2022-23 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

39. DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The Company has not made any onetime settlement with any of its lenders.

40. LISTING FEES:

The listing fees payable for the Financial Year 2023- 24 has been paid to National Stock Exchange of India Limited within due date.

41. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received regarding sexual harassment.

During the year under review, no complaints were filed with the Committee under the provisions of the said Act.

42. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required .

43. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME DIRECTOR FROM THE COMPANY OR RECEIPT OF COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole time Director from the Company or receipt of commission/remuneration from its holding or subsidiary company.

44. BONUS SHARES:

The Company has issued 1,35,44,340 Bonus Shares in the proportion of 19:5 i.e. Nineteen (19) fully paid up Bonus Shares for every Five (5) existing fully paid up Equity Shares held by the members as on the record date.

45. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

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

46. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

47. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:

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

48. GENERAL DISCLOSURES:

Your directors'' state that no disclosure or reporting is required in respect of the following items as there were no transactions/ activities pertaining to these matters during the Financial Year 2022 -23:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise;

b) Instances with respect to voting rights not exercised directly by the employees of Company;

c) Neither the Executive Director nor the CFO of the Company receives any remuneration or commission from any other Company; and

d) There is no requirement of web link of policy for determining ''material'' subsidiaries is disclosed as Company has no subsidiaries during 2022- 23.

49. ENCLOSURES:

a. Annexure - A: Management Discussion and Analysis Report;

b. Annexure - B: Form AOC-2;

c. Annexure - C: Secretarial Auditors Report in Form No. MR-3;

d. Annexure - D: Particulars of employees;

50. ACKNOWLEDGEMENTS:

Your Directors place on records their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the Company while discharging their duties.