Mahaan Foods Ltd

Dear Members,

Your directors' have the pleasure in presenting Thirty Seventh (37^th) Annual Report on the business and operations of M/s Mahaan Foods Limited ("the Company/ MFL"), along with the audited financial statements, for the financial year ended March 31, 2024.

Financial Highlights & State of Affairs:

The Company's financial performance for the year ended March 31, 2024, is summarized below:

(Figures in lakh except EPS)

The Company achieved turnover including other income of Rs. 125.08/- Lakhs and posted net profit of Rs. 66.31/- Lakhs for the financial year ended on 31st March, 2024 as against turnover including other income of Rs. 114.39/- Lakhs and net profit of Rs. 58.05 Lakhs in the previous financial year.

Your Company is constantly looking out for viable business proposals and is trying to come up with some business plan for growth of the Company in near future.

Share Capital:

As on March 31, 2024, there was no change in the authorized share capital of the Company and it stood at Rs. 20,00,00,000/- (Rupees Twenty Crore Only) consisting of 2,00,00,000 (Two Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each. As on March 31, 2024, issued, subscribed and paid-up capital of the Company was Rs. 3,50,07,000/- (Rupees Three Crore Fifty Lakhs Seven Thousand Only) divided into 35,00,700 (Thirty-Five Lakhs Seven Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

During the year under review, there is no change in the paid-up capital of the Company.

Transfer to Reserves:

The Company has not transferred any amount to the reserves during the current year ended on March 31, 2024.

Subsidiaries, Joint Venture and Associate Companies:

The Company does not have any subsidiary, joint venture and associate Company.

Directors and Key Managerial Personnels (KMPs):

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and other applicable rules, regulations, if any, the Company has an optimum combination of the Executive and Non-Executive Directors in the Board of Directors of the Company. As on March 31, 2024, the Board comprised of 5 (Five) Directors, out of which 3 (Three) were Non-Executive Independent Directors, 1(One) is Managing Director, and 1 (One) is Women Non- Executive Director.

During the financial year under review, on the recommendation of Nomination and Remuneration Committee, the Board of Directors ("Board") of the Company approved the appointment of Mrs. Manisha Goyal as Non-Executive Independent Director of the Company, accordingly the shareholders approved her appointment at the 36^th Annual General Meeting of the Company held on Friday, July 28, 2023 for a second term of five consecutive years effective from May 04, 2023 to May 03, 2028 (both days inclusive). Mrs. Manisha Goyal (DIN No.: 00724073) is not liable to retire by rotation.

During the financial year under review, there were no changes in the KMP's of the Company. The Key Managerial Personnel of the Company as on March 31, 2024, were Mr. Sanjeev Goyal (Managing Director), Mr. Jitender Singh Bisht (Chief Financial Officer) and Ms. Ritika Aggarwal (Company Secretary & Compliance Officer). Ms. Ritika Aggarwal resigned as Company Secretary & Compliance Officer w.e.f. June 12, 2024 and Mr. Shivam Sharma has joined as Company Secretary & Compliance Officer w.e.f. July 16, 2024.

Mrs. Saloni Goyal (DIN: 00400832), Non- Executive Director of the Company shall be retiring by rotation at the ensuing AGM. She being eligible has offered herself for re-appointment. The Board has recommended her reappointment to the shareholders. Her details as required to be disclosed are contained in Annexure A to the Notice.

Dividend:

No dividend is recommended for the financial year ended 31^st March, 2024.

Deposit from Public:

During the year, your Company has not accepted/ renewed any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. The total deposits remained unpaid or unclaimed as at 31st March, 2024 is Nil. There is no default in repayment of deposits or payment of interest thereon during the year.

Particulars of Contract or Arrangement with Related Parties:

During the year under review, there were no material transactions, as defined under the provisions of Act, SEBI Listing Regulations, between the company and related parties, if any. All the transactions with related parties were carried out in the ordinary course of business at Arms' Length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing at Note 27 in the financial statement. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as "Annexure-A"

Conservation of energy, Research and Development, Technology, absorption, Foreign Exchange Earning and outgo:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act, read along with Rule 8, of Companies (Accounts) Rules, 2014, is given in "Annexure- B".

Particulars of Loans, Guarantees or Investments:

The Company neither granted any loan or guarantee nor made any investment in terms of provisions of Section186 of the Act.

Annual Return:

Pursuant to the provisions of Section 92(3) and 134(3)(a) of the Act and the rules made, the Annual Return of the Company in prescribed Form MGT-7 is available under ‘Investors' section on the website of the Company at www.mahaanfoods.com.

Material changes and commitments affecting the finandal position between the end of the financial year and Date of Report:

There were no material changes and commitments affecting the financial position of the Company which have occurred since the end of the financial year.

Change in the nature of the Business:

During the year under review, there was no change in the nature of the business of the Company. Declaration by the Independent Directo rs:

As on March 31, 2024, Mr. Dharmesh Bhutani, Mr. Achal Kumar Khaneja and Mrs. Manisha Goyal were the Independent Directors on the Board of the Company. The Company has received necessary declarations from all the Independent Director confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Act read with schedules and rules made thereunder and SEBI Listing Regulations. In terms of Regulation 25 (8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstances or situations which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

Independent Directors Meeting:

As per requirement of Regulation 25 of Listing Regulations and provisions of Section 149 read with Schedule IV of Companies Act, 2013, a separate meeting of Independent Directors was also held without the presence of Non-Independent Directors & members of management on February 10, 2024 at which three Independent Directors were present. The Board also conf?rms that in its opinion, all the independent directors fulf?ll the applicable conditions of independence as specif?ed in the Listing Regulations and that they are independent of the management of the Company.

Familiarization Programme for Independent Directors:

The Independent Directors are already conversant with their roles, rights, duties and responsibilities in the company, and are familiar with the nature of industry in which the company operates etc. Further, Independent Directors are regularly briefed about the latest updates pertaining to regulatory/statutory changes and its likely impact on the Company workings.

The said familiarization programme for independent directors, is also available at link of https://www.mahaanfoods.com/docs/Familarisation%20Programme%20for%20Independent%20Direc tors.pdf on the Company's website at www.mahaanfood.com.

Number of Board Meeting & Attendance of Directors:

During the Financial Year 2023-24, Five (5) Board Meetings were convened and held and the gap between two meetings did not exceed 120 days. The Board Meetings were held on May 26, 2023, June 23, 2023, August 12, 2023, November 07, 2023 and February 08, 2024 respectively.

Names and Categories of Directors on the Board, their attendance at the Board Meeting and Annual General Meeting and number of Directorships and Committee positions held by them in other companies, as at March 31, 2024, are as given below:

Annual Evaluation:

The Nomination & Remuneraron Committee has carried out the annual evaluation of the Board, of each of its Committee and of all individual Directors, as required under the provisions of Section 134(3)(p) of the Companies Act, 2013 and the applicable provisions of Listing Regulations. The Board has also evaluated the performance of the Independent Directors of the company in accordance with the Schedule IV of Companies Act, 2013. In the opinion of Board, all the Independent directors are eligible and competent to continue as Independent directors of the company.

Remuneration Policy:

Pursuant to the provisions of Section 178(3) of the Act, and Regulation 19 of the Listing Regulations, the Board has on the recommendation of the NRC framed a policy on Remuneration of Directors and Senior Management Employees, which is available on the Company's website at https://www.mahaanfoods.com/docs/Nomination%20and%20Remuneration%20Policy.pdf

The current Remuneration Policy inter-alia ensures that appropriate and suitable members are appointed on the Board of the Company and that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and meets appropriate benchmarks. The Nomination and Remuneration Committee at its sole discretion considers the integrity, qualification, expertise and experience of the person for appointment as a director and then recommends to the Board of his/her appointment.

• Executive Director / Managing Director / Whole-time Director: They are paid remuneration as decided and approved by the Board from time to time on recommendation of the Committee. Such remuneration is determined according to industry standards, experience, laws and regulations, prevailing market conditions and the scale of Company's business relating to the position. ^•

• Other Directors: The Company remunerates its non-executive by way of Sitting Fees for attending meetings of the Board and/or any Committee thereof decided by the Board subject to the maximum amount prescribed under the applicable provisions of the Companies Act, 2013.

Related Party Transaction Policy:

The Company has formulated a Policy on Related Party Transactions as per the requirements of SEBI LODR Regulations. The relevant Policy can be accessed at link of

https://www.mahaanfoods.com/docs/Related%20Party%20Transaction%20Policy.pdf on Company's website at www.mahaanfoods. com.

Committees of the Board:

The Company has constituted the three Committees of the Board: Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Composition of various committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules thereunder and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as follows:

Terms of Reference: The Audit Committee provides direction to the audit function in the Company and monitors/reviews the quality of financial management and internal audit. It also oversees the financial reporting process for proper disclosure in the financial statements and recommends appointment, re-appointment and removal of the auditors and about fixing their remuneration.

The Committee also reviews the quarterly, half-yearly as well as annual financial statements before the same are submitted to the Board, with particular reference to matters to be included in Directors' Responsibility Statement; changes, if any, in the accounting policies and practices; major accounting entries involving estimates based on exercise of judgment by the management; significant adjustments made in financial statements; compliance with listing and other legal requirements relating to financial statements; disclosure and approval of related party transactions; qualifications, if any, in the draft audit report; etc. It also oversees the working of the Internal Audit system, including the internal control mechanism of the Company.

Composition: The Audit Committee is formed in pursuance to Section 177 of the Companies Act, 2013 and in accordance with Regulation 18 of the SEBI LODR Regulations. The Audit Committee of the board comprised of three Independent Directors and one Executive Director.

Meeting and attendance: During the year, 4 (four) Audit Committee meetings were held on May 26, 2023, August 12, 2023, November 07, 2023 and February 08, 2024, respectively. The details of composition as on 31^st March, 2024 and attendance of the members at the Audit Committee meetings held are as given below:

The Company Secretary acts as the Secretary to the Audit Committee.

Vigil Mechanism/Whistle-Blower Policy:

Your Company has adopted Whistle-Blower Policy that provides a formal vigil mechanism for Directors and Employees to report genuine concerns about the unethical behaviour, actual or suspected frauds of violation of the Company's Code of Conduct or Ethics Policy. The said mechanism also provides for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. No personnel have been denied access to the Audit Committee. The policy provides for adequate safeguards against victimisation and all personnel have access to the Audit Committee. The Whistle-Blower Policy is available on the Company's website at https://www.mahaanfoods.com/docs/Whistle%20Blower%20Policy.pdf The Policy is in line with the Company's Code of Conduct, Vision and Values and forms part of good Corporate Governance.

Terms of Reference inter-alia includes:

1. Form?late the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;

2. Formulate the criteria for effective evaluation of performance of the Board, its Committees and individual Directors and review its implementation and compliance;

3. Devise a policy on diversity of the Board of Directors;

4. Identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal;

5. To consider whether to extend or continue the term of appointment of Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

6. Set the level and composition of remuneration which is reasonable and sufficient to attract, retain and motivate Directors and Senior Management of the quality required to run the Company successfully;

7. Set the relationship of remuneration to performance;

8. Check whether the remuneration provided to Directors, Key Managerial Personnel and Senior Management includes a balance between fixed and incentives pay reflecting short-term and long-term performance objectives appropriate to the working of the Company and its goals;

9. Review and implement succession plans for Managing Director, Executive Directors and Senior Management;

10. Review and make recommendations to the Board with respect to any incentive-based compensation and equity-based plans that are subject to the Board or shareholder approval (including broad-based plans); and

11. Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

Constitution: The Nomination and Remuneration Committee (NRC) is constituted pursuant to Section 178 of the Companies Act, 2013, and Regulation 19 of Listing Regulations. The Nomination and Remuneration Committee of the Board comprised of three Independent Directors and One Executive Director and related policy is posted on the website of the Company i.e. www.mahaanfoods.com at

https://www.mahaanfoods.com/docs/Nomination%20and%20Remuneration%20Policy.pdf.

Meeting and attendance: During the year, One (1) Nomination & Remuneration Committee meeting was held on May 26, 2023. The details of composition as on March 31, 2024 and attendance of the members at the Committee meeting are as given below:

The Company Secretary acts as the Secretary to the Nomination & Remuneration Committee.

Terms of Reference:

1. To monitor complaints received by your Company from its Shareholders, Debenture holders, other security holders, Securities and Exchange Board of India (^?SEBI^?), Stock Exchanges, Ministry of Corporate Affairs, Registrar of Companies, etc. and action taken by your Company for redressing the same;

2. To approve requests for transposition, deletion, consolidation, sub-division, change of name, dematerialisation, rematerialisation, etc. of shares, debentures and other securities;

3. To review the measures taken to reduce the quantum of unclaimed dividend/ interest and ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of your Company;

4. To resolve grievances of security holders including complaints related to transfers/transmission of shares, non-receipt of annual report, non-receipt of dividends, issue of new/duplicate certif?cates, general meetings, etc.;

5. To review measures taken for effective exercise of voting rights by shareholders;

6. To review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Transfer Agent; and

7. To perform such other acts, deeds, and things as may be delegated to the Committee by the Board from time to time.

Constitution: The Stakeholders Relationship Committee is constituted under compliance of provision of Section 178 of the Companies Act, 2013 and Regulation 20 of Listing Regulations. The Stakeholders Relationship Committee of the Board comprised of two Independent Directors, one Executive Director and one Non-Executive Director.

Meeting and attendance: During the year, one (1) Stakeholders Relationship Committee meeting was held on February 08, 2024. The details of composition as on March 31, 2024 and attendance of the members at the Stakeholders Relationship Committee meetings held is given below:

The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

The details of Shareholders' complaints received and disposed- off during the year under review is as follows:

Corporate Governance:

In terms of provisi?n of regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliances with the Corporate Governance provisions as specified under regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clause (b) to (i) and (t) of sub- regulation (2) of regulation 46 and Para-C, D and E of Schedule V are not applicable to the Company as paid-up share capital of the Company is less than Rs.10 crore and the net-worth of the Company is less than Rs. 25 crores as on the financial year ended on 31st March, 2024. However, in accordance with provisions of regulation 15(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Company has made compliances with the applicable provisions under the Companies Act, 2013.

Secretarial Standards:

The Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

Prevention of Sexual Harassment:

Since the number of employees in the company does not exceed 10 (ten), the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable on the Company.

Statutory Auditors

M/s R C Sharma & Associates, Chartered Accountants (Firm Registration No. 021847N) was appointed as Statutory Auditors of the Company for the period of five years commencing from the conclusion of the 33^rd AGM till the conclusion of 38^th Annual General Meeting of the Company. They continue to be eligible for holding the position of Auditors in the FY 2024-25 as per confirmation received from them.

There is no audit qualification, reservation or adverse remark in their Auditors' Report on the financial statements of the Company for the year under review which required any clarification from the Board. During the year under report, there were no revisions in the financial statements of the Company. The observations in the Auditor's Report on Financial Statements are dealt with the notes to accounts at appropriate places and being self-explanatory, need no further comments.

Internal Auditors

In accordance with the provisions of Section 138 of the Companies Act, 2013 read with Rules made thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company has continued with the appointment of M/s NKN & Associates, Chartered Accountants, (FRN 028140N), New Delhi as the Internal Auditors of the company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors of the Company has continued with the appointment of M/s Rahul G & Company, Company Secretaries (ACS: 51394 and CP: 20528) to undertake the Secretarial Audit of the company. The report of the secretarial audit is annexed as "Annexure- C".

The Secretarial Audit Report does not contain any qualification, observation or other adverse remarks which required any clarification from the Board.

Frauds Reported by the Audito rs:

None of the auditors - Statutory, Secretarial or Internal - have reported any incident of fraud to the Audit Committee/Board of Directors, in their respective reports.

Maintenance of Cost Records:

Maintenance of cost records as specified under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

Internal Financial Controls:

Your Company has a proper and adequate system of internal financial controls. This ensures that all assets are safeguarded and protected against loss from unauthorized use or disposition and the transactions are authorized, recorded and reported correctly. The internal financial control system has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The Audit Committee periodically reviews the performance of internal audit function and discusses internal audit reports with the Internal Auditor.

Risk Management:

The Board confirms that there exists a structure in the Company to identify, assess, evaluate and mitigate various types of risks.

Corporate Social Responsibility:

The provisions of Section 135 of the Companies Act, 2013 related to Corporate Social Responsibility are not applicable on the Company.

Significant and Material orders passed by the Regulators or Courts or Tribunals:

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern' status of the Company and its future operations.

Business Responsibilities and Sustainability Report:

As the Company is not falling under the Top-1000 listed entities, the provisions of regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

Particulars of Employees:

Particulars required to be disclosed in pursuance of the provisions of Section 197, read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure- D". There is no disclosure to be made under rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details of Application/any proceeding pending under the Insolvency and Bankruptcy Code, 2016

Neither any application was made nor any proceeding was pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation don while taking loan form the Banks or Financial Institutions along with the reasons thereof:

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

Prevention of Insider Trading:

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised 'Code of Conduct to regulate, monitor and report trading by designated persons in Listed or Proposed to be Listed Securities' of the Company ('the Insider Trading Code'). The object of the Insider Trading Code is to set framework, rules and procedures, which all concerned should follow, both in letter and spirit, while trading. The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ('the Code') in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated a Policy for determination of ‘legit?mate purposes' as a part of the Code. The Code also includes policy and procedures for inquiry in case of leakage of Unpublished Price Sensitive Information ('UPSI') and aims at preventing misuse of UPSI. The Code is available on the Company's website at https://www.mahaanfoods.com/docs/Code%20of%20Practices%20and%20Procedure%20for%20Fair %20Disclosure%20of%20Unpublished%20Price%20Sensitive%20Information.pdf

The policy and the procedures are periodically reviewed and Trading window closure is intimated to all concerned and to the Stock Exchanges in advance. A digital platform is being maintained by the Company, which contains the names and other prescribed particulars of the persons covered under the Insider Trading Code.

Management Discussion & Analysis Report:

The Management Discussion and Analysis on the operations of the Company as prescribed under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is provided in a separate section and forms part, "Annexure- E" of the Directors' Report.

Investors Education and Protection Fund:

No amount was lying unpaid or unclaimed for a period of seven years. Therefore, no funds were required to be transferred to Investor Education and Protection Fund. (IEPF).

Disclosure of certain type of Agreements binding on the Company:

There are no agreements which are required to be reported in accordance with clause 5A of paragraph A of Part A of Schedule III of these regulations.

Directors' Responsibility Statement:

Pursuant to Section 134 (1) (c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) . In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) . The Directors of the Company 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 at the end of the financial year and of the profit of the Company for that period;

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

(d) . The Directors of the Company have prepared the annual accounts on a going concern basis;

(e) . The Directors of the Company have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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

Acknowledgement:

We take the opportunity to express our deep sense of gratitude to bankers, business associates, consultants and various Government Authorities for their continued guidance and support. The Board also places on record their appreciation of their dedicated efforts put in by employees across all levels in the organization and to you, our shareholders, we are deeply grateful for the confidence and faith that you have always placed on us.