Directors Report of Euro India Fresh Foods Ltd.

Mar 31, 2025

Your directors have pleasure in presenting their 16^th Annual Report on the business and operations of the Company along with the
Audited Financial Statements of your Company for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS:

('' In I acs)

Particulars	For the year Ended	For the year Ended
	March 31, 2025.	March 31, 2024.
Revenue from operations	14,374	11,124
Other income	28	17
Total revenue	14,401	11,142
Profit before exceptional items and tax	722	305
Less: Exceptional items and tax	-	-
Profit before tax	722	305
Current tax	170	92
MAT Credit Availed	-	-
Deferred Tax	(8)	(6)
Net Profit/(loss) after tax	560	219
Earnings per share (basic)	2.26	0.88

2. FINANCIAL PERFORMANCE OF THE
COMPANY:

During the year under review, the Company has earned sales
income '' 14,374 Lacs (Previous Year '' 11,124 Lacs) and other
income '' 28 Lacs (Previous year '' 17 Lacs). The Total revenue
'' 14,401 Lacs (Previous year '' 11,142 Lacs).

Profit before Tax (PBT) was 136% higher at '' 722 Lacs (Previous
Year '' 305 Lacs) and Profit after Tax (PAT) was 155% higher at
'' 560 Lacs (Previous year '' 219 Lacs).

3. DIVIDEND:

The Board of Directors of your Company, after considering
holistically the expansion plans along with aggressive
marketing and distribution initiatives for future growth of
the Company and accruing the benefits for its stakeholders,
the Company has decided that it would be prudent, not to
recommend any Dividend for year under review.

Note: Dividend Distribution Policy is not applicable to our
Company.

4. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to
general reserve.

5. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

6. COVID-19:

In the month of march of F.Y 2019-20, the COVID-19 pandemic
developed rapidly into a global crisis, forcing governments to
enforce lock-downs of all economic activity. For the Company,
the focus immediately shifted to ensuring the health and well¬
being of all employees, and on minimizing disruption to services
for all our customers. Even during the second wave Company
has ensured the health and well-being of all employees and
followed the guidelines issued by the government.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is
available on the Company''s website and can be accessed at
Web link: https//euroindiafoodscom/annual-reports/

8. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to ''Meetings of the Board of
Directors'' and ''General Meetings'' respectively.

9. CREDIT RATING:

During the Year under review, Your Company has received
the Credit Rating of the Bank Loan Facilities and rating was
assigned by Crisil Ratings Limited.

10. CORPORATE GOVERANCE:

Your Company has incorporated the appropriate standards
for corporate governance. Pursuant to Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,

2015, Company is filing Corporate Governance Report
to stock exchange quarterly. However, as per Regulation
34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company is giving
report on corporate governance report in annual report
of the Company. Corporate Governance Report is as per
“Annexure I". The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of
Corporate Governance is attached in the report on Corporate
Governance.

11. CFO & CEO CERTIFICATION:

Pursuant to Regulation 17(8) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Certificate from Mr. Shailesh M Sardhara,
Chief Financial Officer and Mr. Dipesh Dinesh Sanspara, Chief
Executive Officer of the Company for the year ended March
31, 2025 is attached herewith which forms part of Corporate
Governance Report.

12. DIRECTORS:

Board Independence:

''Independence'' of Directors means as defined in Regulation
16(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and Section 159(6) of the Companies Act, 2013. Based on the
confirmation/disclosures received from the Directors and on
evaluation of the relationships disclosed, the following Non¬
Executive Directors are Independent:

1) Mr. Viral Kumar R Shah

2) Mr. Snehal M. Patel

3) Mr. Paresh B. Lathiya

4) Mrs. Geeta D. Tejani

5) Mr. Rahil V. Dhameliya

Committees of the Board

There are currently three Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders'' Relationship Committee

Details of all the Committees, along with their charters,
composition and meetings held during the year, are provided
in the Report on Corporate Governance, a part of this Annual
Report.

During the year meeting of Independent Director was held on
15.03.2025, where all the independent directors were present.

Number of Meetings of the Board:

The Board meets at regular intervals to discuss and decide
on Company/business policy and strategy, apart from other
Board business. The Board/Committee Meetings are pre¬
scheduled and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors well in
advance to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings. However, in case of
a special and urgent business need, the Board''s approval is
taken by passing resolutions through circulation, as permitted
by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the
Directors. Usually, meetings of the Board are held in Surat. The
Agenda of the Board/Committee meetings is circulated at
least a week prior to the date of the meeting. The Agenda for
the Board and Committee meetings includes detailed notes
on the items to be discussed at the meeting to enable the
Directors to take an informed decision.

The Board met Fourteen times in financial year 2024-25. The details are as below:

Sr. No.	Date of Meeting	Board''s Strength	No. of Director''s Present
1.	10.04.2024	10	10
2.	29.05.2024	10	8
3.	01.06.2024	10	8
4.	18.06.2024	10	7
5.	13.07.2024	10	10
6.	24.07.2024	10	10
7.	30.07.2024	10	10
8.	12.08.2024	10	10
9.	31.08.2024	10	10
10.	08.10.2024	10	10
11.	14.11.2024	10	10
12.	24.01.2025	10	10
13.	10.02.2025	10	10
14.	15.03.2025	10	10

Annual Evaluation of Directors, Committees and
Board:

During the year, the Board has carried out the annual
evaluation of its own performance as well as the evaluation
of the working of its committees and individual Directors,
including Chairman of the Board. This exercise was carried
out through a structured questionnaire prepared separately
for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking
into consideration various aspects of the Board''s functioning
such as understanding of Board members of their roles and
responsibilities, time devoted by the Board to Company''s
long-term strategic issues, quality and transparency of Board
discussions, quality, quantity and timeliness of the information
flow between Board members and management, Board''s
effectiveness in disseminating information to shareholders and
in representing shareholder interests, Board information on
industry trends and regulatory developments and discharge
of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas
emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the
Non-Independent Directors including Chairman was carried
out by the Independent Directors at a separate meeting of the
Independent Directors on March 15, 2025. The Nomination and
Remuneration Committee has further carried out evaluation

of all Directors including Independent Directors. The report
of performance evaluation so arrived at was then noted and
discussed by the Nomination and Remuneration Committee
and the Board in their respective meetings.

Details of Board of Directors and Key Managerial
Personnel:

The members of the Board of Directors of the Company are
of proven competence and integrity. Besides having financial
literacy, experience, leadership qualities and the ability to
think strategically, the Directors have a significant degree of
commitment to the Company and devote adequate time for
the meetings, preparation and attendance.

The Policy of the Company on Directors'' appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178, is
available on the Company''s website www.euroindiafoods.
com.

In accordance with the provisions of the Companies Act, 2013
and Articles of Association of the Company, Mrs. Maya Dinesh
Sanspara and Mr. Mahesh Vallabhabhai Mavani, Director of
your Company retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment,
subject to the approval of the Members of the Company.

The Board of Directors and Key Managerial Personnel''s (KMPs) of the Companies in accordance with the provisions of Section 2(51)
and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

Name of Director	Designation	Appointment Date	Change in Designation	Resignation Date
Mr. Manhar J. Sanspara	Chairman & Managing Director	13.08.2009	-	-
Mr. Dinesh J. Sanspara	Jt. Managing Director	13.08.2009	-	-
Mr. Mahesh V. Mavani	Executive Director	13.08.2009	-	-
Mr. Dipesh D. Sanspara	Executive Director	20.02.2018	-	-
Mr. Dipesh D. Sanspara	Chief Executive Officer	30.09.2022	-	-
Mrs. Maya D. Sanspara	Non-Executive Director	09.09.2016	25.09.2017	-
Mr. Snehal M. Patel	Independent Director	09.09.2016	25.09.2017	-
Mr. Paresh B. Lathiya	Independent Director	09.09.2016	25.09.2017	-
Mrs. Geeta D. Tejani	Independent Director	12.10.2020	04.11.2020	-
Mr. Rahil V. Dhameliya	Independent Director	13.08.2022	-	-
Mr. Viral Kumar N. Shah	Independent Director	07.02.2024	24.04.2024
Mr. Shailesh M. Sardhara	Chief Financial Officer	09.09.2016	-	-
Mrs. Neha Oswal	Company Secretary and Compliance Officer	24.07.2024	-	11.06.2025
Mrs. Jyoti Darshan Chauhan	Company Secretary and Compliance Officer	09.07.2025	-

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies
Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

13. SUBSIDIARY, JOINT-VENTURE AND
ASSOCIATES COMPANIES:

The Company does not have any subsidiary, Joint Venture
and Associate Companies.

14. DIRECTORS RESPONSIBILITY
STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of
the Companies Act, 2013, Directors subscribe to the "Directors''
Responsibility Statement" and confirm that:

a) that in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no
material departures;

b) that appropriate accounting policies have been selected
and applied consistently and judgments and estimates
that are reasonable and prudent have been made so as
to give a true and fair view of the state of affairs as at
March 31, 2025 and of the profit of the Company for the
Financial year ended March 31, 2025;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) that the annual accounts for the year ended March 31,
2025 have been prepared on a going concern basis;

e) that they 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) that they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

15. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All Related Party Transactions entered into during the financial
year were on an arm''s length basis and were in the ordinary
course of business. Your Company had not entered into any
transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in
form AOC-2 is not applicable. See ''''Annexure II".

The Board of the Company has adopted the Policy and
procedure with regard to Related Party Transactions. The
policy envisages the procedure governing the materiality
of Related Party Transactions and dealing with Related
Party transactions required to be followed by Company
to ensure compliance with the Law and Regulation. The
said Policy is available on the website of the Company at
https//euroindiafoodscom/wp-content/uploads/?0?4/11/?
Related Party Transaction Policy.pdf

16. ENERGY CONSERVATION MEASURES,
TECHNOLOGY ABSORPTION AND R &
D EFFORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information relates to the conversation of energy,
Technology absorption and foreign exchange earnings
and outgo as per provision under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2015 is annexed below as “Annexure III".

17. PARTICULAR OF EMPOYEES AND
RELATED DISLOSURES:

The information required under Section 197(12) of the
Companies Act, 2013 and rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2015 is given in “Annexure IV" to this report and form
part of this Report.

18. AUDITORS:

Statutory Auditor

M/s R P Vidani & Co., Chartered Accountants (Firm Registration
No. 137610W) were appointed as Statutory Auditor of the
Company for a term of 5 (Five) consecutive years, at the
Annual General Meeting held on September 30, 2022. They
have confirmed that they are not disqualified from continuing
as Auditor of the Company.

The Notes on financial statement referred to in the Auditors''
Report are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Internal Auditor

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has
been internal Auditor of the Company for the Financial
Year 2024-25. Internal Auditors are appointed by the Board
of Directors of the Company on yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor
reports their findings on the internal Audit of the Company
to the Audit Committee on a quarterly basis. The Scope of
Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co.,
Chartered Accountant, Surat, as an Internal Auditor for the
Financial Year 2024-25 in the Board meeting held on May 29,
2024, after obtaining their willingness and eligibility letter for
appointment as Internal Auditor of the Company.

Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2015,
your Company had appointed M/s. Dhirren R. Dave & Co.,
Company Secretaries, to undertake the Secretarial Audit of
the Company for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year 2024-25 is annexed to this
Report as “Annexure V".

19. DEPOSITS:

The Company has not accepted deposits from the public
during the financial year under review within the meaning of
Section 73 of the Act of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2015.

20. LOANS, GUARANTEE OR INVESTMENTS
UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the
notes to the Financial Statements are within the ambit of
Section 186 of the Companies Act, 2013.

The Company has not given any loans or guarantees or
investments under section 186(4) of Companies Act, 2013.

21. MANAGEMENT DISUCUSSION AND
ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations Disclosure
Requirements), Regulations 2015, the Management Discussion
and Analysis Report of the financial condition of the Company
under review, is annexed and forms an integral part of the
Directors'' Report, is given in ''''Annexure VI".

22. COST AUDIT:

Pursuant to the provisions of Section 158 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rule, the activity of your Company does not fall
under any sectors as specified under Rule 3 of Companies
(Cost Records and Audit) Rules, 2015 and hence, maintenance
of cost records as well as the cost audit, as the case may is
not applicable to the Company for the Financial Year 2024-25.

23. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company were listed on the NSE
of India Limited (National Stock Exchange of India- SME
Platform) since March 31, 2017. The Annual Listing Fee for the
current year has been paid to the NSE of India Limited.

Migration To the Main Board of NSE:

The Board of Directors of the Company, in their meeting held
on February 15, 2020, had proposed the Listing of equity share
of the Company on Capital Market Segment (Main Board)
of National Stock Exchange of India Limited. The members
of the Company, through Postal Ballot, on March 21, 2020
had also approved the proposed listing of equity shares of
the Company on Capital Market Segment (Main Board) of
National Stock Exchange of India Limited.

The NSE has granted final listing approval for the Listing of
equity shares of the Company on Capital Market Segment
(Main Board) of NSE vide letter dated October 8, 2021 and the
equity shares of the Company are listed and traded on the
main board of NSE with effect from October 12, 2021.

24. SIGNING OF THE FINANCIAL
STATEMENTS:

This is to inform you that the Company has approved and
authenticated its Audited Financial Results for the year ended
March 31, 2025 in the Board meeting duly held on May 26, 2025,
which is well within the statutory time limits as prescribed in
the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

25. DISCLOSURES:

Share Capital:

The Company''s Authorized Equity Capital as on March 31,
2025 was '' 250,000,000 comprising of 25,000,000 Equity
Shares of '' 10/- each fully paid up.

The Company''s paid up Equity Capital as on March 31, 2025
was '' 248,000,000 comprising of 24,800,000 Equity Shares of
'' 10/- each fully paid up.

During the F.Y. 2024-25 the Company has neither issued
shares with differential voting rights as to dividends, voting or
otherwise nor issued shares (including sweat equity shares) to
the employees or directors of the Company under any scheme
such as bonus, right issue, private placement, preferential
allotment or by any other mode as per Companies Act, 2013.

No disclosure is required under section 67(3)(c) of the
Companies Act, 2013 read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2015, in respect of
voting rights not exercised directly by the employees of
the Company as the provisions of the said section are not
applicable.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee
meeting had taken place during the year and their details along
with their attendance, is given in “Table 2 of Annexure I".

Composition of Audit Committee

The Board has constituted the Audit committee which
comprises of two Non-Executive Directors and one Executive
Director and Chairman of the Committee is Independent
Director. The details of the composition of the audit committee
are described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act,
2013, as applicable, the strength of the Board as also of the
Audit Committee is adequate.

Material Changes:

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of financial year to which the
financial statements relate and the date of this report.

Corporate Social Responsibility (CSR)

The Company has reported Net Profit of '' 5.6 Crore for the
year ending March 2024-25. Company is under the obligation
to spend amount of '' 7,98,667/-(seven lakh ninety-eight
thousand six hundred sixty-seven) in the Financial Year 2025¬
26. Where the amount to be spent by a Company does not
exceed fifty lakh rupees, the requirement for constitution of
the Corporate Social Responsibility Committee shall not be
applicable and the functions of such Committee provided
under section 135 of the Companies Act, 2013 shall, in such
cases, be discharged by the Board of Directors of such
Company.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant
Section 177(9) of Companies Act, 2013 and Regulation 22
of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, to tackle the circumstances occurred in the
organization such as fraud, misrepresentation etc. The vigil
mechanism shall provide for adequate safeguards against
victimization of Director(s) or employee(s) or any other person
who avail the mechanism and also provide for direct access
to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/Whistle
Blower Policy. The Policy was approved by the Board and
same has been uploaded on the Company''s website: https://
euroindiafoods.com/wp-content/uploads/2025/07/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

Risk Management Policy and Internal Control
Adequacy

The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company''s policies, the safeguarding of
its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
The Company''s internal control systems are commensurate
with the nature of its business and the size and complexity
of its operations. These are routinely tested and certified
by Statutory as well as Internal Auditors. Significant audit
observations and follow up actions thereon are reported to
the Audit Committee. For ensuring independence of audits,
the Internal Auditors report directly to the Audit Committee.
Both Internal and Statutory Auditors have exclusive executive
sessions with the Audit Committee on a regular basis. In
addition, during the year, the Management performed a
review of key financial controls, at entity as well as operating
levels.

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives
which has been enhanced during this year. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee
and the Board of Directors of the Company. These have also
been reported and discussed in detail in the Management''s
Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants and the
reviews performed by Management and the relevant Board
committees, including the Audit Committee, the Board is of
the opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2023-24.

The Company has adopted and approved Risk Management
Policy.

The Risk Management Policy has been uploaded on our
Company''s website the link is mentioned below:
httpsV/euroindiafoodscom/wp-content/uploads/2023/05/3-
Risk-Management-Policy.pdf

Prevention of Sexual Harassment of Women at
Workplace

Your Company adopted policy of "Prevention of Sexual
Harassment of Women at Workplace". There were no
incidences of sexual harassment reported during the
year under review, in terms of the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder. If the
Compliant received by any women employee to senior
management, the senior management have to convey
directly to Chairman and Managing Director relates to any
Complaints in matter to sexual Harassment.

Prevention of Insider Trading

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

The Company has a Prohibition of Insider Trading Policy and
the same has been posted on the website of the Company at:
https//euroindiafoods com/wp-content/uploads/2023/05/4 -
Prohibition-of-Insider-Trading-Policy pdf

Remuneration Policy:

The Remuneration paid to the Executive directors of
the Company is recommended by the Nomination and
Remuneration Committee of the Company and then the
Board of the Company approve in their duly held meeting. The
remuneration of executive directors is decided by considering
various criteria like Qualification, experience, responsibilities,
value addition to the Company and financial position of the
Company. Board is taking permission of the members if
required at any time for paying remuneration to executive
directors.

Company is not paying any remuneration to non-executive
and independent directors of the Company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has
been uploaded on the Company''s website: https://euroindiafoods.com/wp-content/uploads/2025/07/Nomination-and-
Remuneration-Policy-NRC pdf

Code of Conduct:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board
Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard
certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 has been received by the Board and the same is attached herewith as per “Annexure VII".

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the Financial Year 2024-2025.

27. MATERIAL ORDER PASSED BY THE COURT:

The Company has received order from the office of Additional Commissioner, Central GST & Central Excise, Surat
Commissionerate to recover short payment of tax amounting to '' 5,82,10,970/- ('' Five Crore Eighty-Two Lakhs Ten Thousand
Nine hundred and seventy) and penalty of the amounting to '' 5,82,10,970/- ('' Five Crore Eighty-Two Lakhs Ten Thousand Nine
hundred and seventy) under Central GST Act, 2017, SGST Act and IGST Act, 2017 on January 20, 2025.

The Hon''ble High Court of Ahmedabad has stayed the operation and implementation of Order passed by the office of Additional
Commissioner, Central GST & Central Excise, Surat on March 11, 2025.

28. SENIOR MANAGEMENT PERSONNEL

Particulars of Senior Management Personnel of the Company as on March 31, 2025 including the changes therein since the close
of the previous financial year:

S. No.	Name of Senior Management Personnel	Designation	Changes during the Financial Year 2024-25
1	Mr. Manharbhai Jivanbhai Sanspara	Chairman & Managing Director	NA
2	Mr. Dinesh Jivanbhai Sanspara	Jt. Managing Director	NA
3	Mr. Maya Dinesh Sanspara	Non-Executive Director	NA
4	Mr. Mahesh Vallabhabhai Mavani	Executive Director	NA
5	Mr. Dipesh Dinesh Sanspara	Chief Executive Officer	NA
6	Ms. Javanika Gandharva	Company Secretary & Compliance Officer	Resigned w.e.f. 04.07.2024
7	Mrs. Neha Goyal	Company Secretary & Compliance Officer	Appointed w.e.f. 24.07.2024
8	Mr. Kuldeep Singh	General Manager, Production	NA
9	Mr. Shailesh M. Sardhara	Vice President	NA
10	Mr. Gaurav H. Pandya	Vice President-Sales	NA

Acknowledgement:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s
executives, staff and workers.

By order of the Board of Directors
For Euro India Fresh Foods Limited

Sd/-

MANHAR J. SANSPARA

Date: August 26, 2025 Chairman & Managing Director

Place: Surat DIN: 02623366

---

Mar 31, 2024

Your directors have pleasure in presenting their 15^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

Particulars	For the year Ended March 31, 2024.	For the year Ended March 31,2023.
Revenue from operations	11,124	14,297
Other income	17	12
Total revenue	11,142	14,309
Profit before exceptional items and tax	305	171
Less: Exceptional items and tax	-	-
Profit before tax	305	171
Current tax	92	45
MAT Credit Availed	-	-
Deferred Tax	(6)	5
Net Profit/(loss) after tax	219	121
Earnings per share (basic)	(0.88)	0.49

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under preview, the Company has earned sales income Rs. 11,124/- (Previous Year Rs. 14,297) and other income Rs. 17 (Previous year Rs. 12). The Total revenue Rs. 11,142/- (Previous year Rs. 14309).

Profit before Tax (PBT) was review Rs. 305 and Profit after Tax (PAT) was review Rs. 219 (Previous year Rs. 121).

3. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view to the financial expansion and future growth''s perspective of the Company and Stakeholders, has decided that it would be prudent, not to recommend any Dividend for year under review.

Note: Dividend Distribution Policy is not applicable to our Company.

4. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

5. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

6. COVID-19:

In the month of march of F.Y 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. Even during the second wave company has ensured the health and well-being of all employees and followed the guidelines issued by the government.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at Web link: https://euroindiafoods.com/agm-egm/

8. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

9. CREDIT RATING:

During the Year under review, Your Company has received the Credit Rating of the Bank Loan Facilities and rating was assigned by Crisil Ratings Limited.

10. CORPORATE GOVERANCE:

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per “Annexure- I”. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

11. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Shaileshbhai M. Shardhara, Chief Financial Officer of the Company for the year ended 31st March, 2024 is attached herewith which forms part of Corporate Governance Report.

12. DIRECTORS:

BOARD INDEPENDENCE:

‘Independence'' of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 159(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

1) Mr. Viral Kumar R Shah

2) Mr. Snehal M. Patel

3) Mr. Paresh B. Lathiya

4) Mrs. Geeta D. Tejani

5) Mr. Rahil V. Dhameliya

Committees of the Board

There are currently four Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders'' Relationship Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

During the year meeting of Independent Director was held on 31/03/2024, where all the independent directors were present.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Surat. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met Eleven times in financial year 2023-24. The details are as below:

Sr. No.	Date of Meeting	Board''s Strength	No. of Director''s Present
1.	30.05.2023	10	10
2.	03.08.2023	10	10
3.	11.08.2023	10	10
4.	31.08.2023	10	10
5.	29.09.2023	10	10
6.	08.11.2023	10	9
7.	11.12.2023	10	9
8.	28.12.2023	10	9
9.	07.02.2024	10	10
10.	13.02.2024	10	10
11.	28.03.2024	10	10

Annual Evaluation by the Board:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board''s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company''s long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board''s effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 31^st March, 2024. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Company''s website www.euroindiafoods.com.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dipesh Jivanbhai Sanspara and Mr. Dinesh Dipesh Sanspara, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment, subject to the approval of the Members of the Company.

The Board of Directors and Key Managerial Personnel''s (KMPs) of the Companies in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

	Name of Director	Designation	Appointment Date	Change in Designation	Resignation Date
	Mr. Manhar J. Sanspara	Chairman & Managing Director	13.08.2009	25.09.2019	-
	Mr. Dinesh J. Sanspara	Jt. Managing Director	13.08.2009	25.09.2019	-
	Mr. Mahesh V. Mavani	Executive Director	13.08.2009	-	-
	Mr. Dipesh D. Sanspara	Executive Director	20.02.2018	-	-
	Mrs. Maya D. Sanspara	Non-Executive Director	09.09.2016	25.09.2017	-
	Mr. Parth V. Saspara	Independent Director	09.09.2016	25.09.2017	07.11.2023
	Mr. Snehal M. Patel	Independent Director	09.09.2016	25.09.2017	-
	Mr. Paresh B. Lathiya	Independent Director	09.09.2016	25.09.2017	-
	Mrs. Geeta D. Tejani	Independent Director	12.10.2020	04.11.2020	-
	Mr. Rahil V. Dhameliya	Independent Director	13.08.2022	-	-
	Mr. Viral Kumar N. Shah	Additional Independent Director	07.02.2024
	Mr. Shailesh M. Sardhara	Chief Financial Officer	09.09.2016	-	-
	Ms. Javnika Gandharva	Company Secretary and Compliance Officer	24.08.2021		04.07.2024
	Mrs. Neha Oswal	Company Secretary	24.07.2024

and Compliance Officer

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

13. SUBSIDIARY. JOINT-VENTURE AND ASSOCIATES COMPANIES:

The Company does not have any subsidiary, Joint Venture and Associate Companies.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2024 and of the profit of the Company for the Financial year ended March 31,2024;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the year ended March 31, 2024 have been prepared on a going concern basis;

e) that they 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) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://euroindiafoods.com/wp-content/uploads/2023/05/1 .-Related-Party-Transaction-Policy.pdf

16. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relates to the conversation of energy, Technology absorption and foreign exchange earnings and outgo as per provision under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2015 is annexed below as "Annexure-III".

17. PARTICULAR OF EMPOYEES AND RELATED DISLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 is given in “Annexure IV" to this report and form part of this Report.

18. AUDITORS:

STATUTORY AUDITOR

M/s R P Vidani & Co., Chartered Accountants (Firm Registration No. 137610W) were appointed as Statutory Auditor of the Company for a term of 5 (Five) consecutive years, at the Annual General Meeting held on 30^th September, 2022. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has been internal Auditor of the Company for the Financial Year 2023-24. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co., Chartered Accountant, Surat, as an Internal Auditor for the Financial Year 2023-24 in the Board meeting held on 29^th May, 2024, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, your Company had appointed M/s. Dhirren R. Dave & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 and 2023-24. The Secretarial Audit Report for the Financial Year 2022-23 and 2023-24 is annexed to this Report as "Annexure V".

19. DEPOSITS:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2015.

20. LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the notes to the Financial Statements are within the ambit of Section 186 of the Companies Act, 2013.

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

21. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report of the financial condition of the Company under review, is annexed and forms an integral part of the Directors'' Report, is given in "Annexure VI”.

22. COST AUDIT:

Pursuant to the provisions of Section 158 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2015 and hence, maintenance of cost records as well as the cost audit, as the case may is not applicable to the company for the Financial Year 2023-24.

23. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company were listed on the NSE of India Limited (National Stock Exchange of India- SME Platform) since March 31, 2017. The Annual Listing Fee for the current year has been paid to the NSE of India Limited.

Migration To the Main Board of NSE:

The Board of Directors of the Company, in their meeting held on February 15, 2020, had proposed the Listing of equity share of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited. The members of the Company, through Postal Ballot, on March 21, 2020 had also approved the proposed listing of equity shares of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited.

The NSE has granted final listing approval for the Listing of equity shares of the company on Capital Market Segment (Main Board) of NSE vide letter dated October 8, 2021and the equity shares of the Company are listed and traded on the main board of NSE with effect from October 12, 2021.

24. SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31st March, 2024 in the Board meeting duly held on 29th May, 2024, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. DISCLOSURES:

Share Capital:

The Company''s Authorized Equity Capital as on March 31, 2024 was Rs. 250,000,000 comprising of 25,000,000 Equity Shares of Rs. 10/- each fully paid up.

The Company''s paid up Equity Capital as on March 31, 2024 was Rs. 248,000,000 comprising of 24,800,000 Equity Shares of Rs. 10/- each fully paid up.

During the F.Y. 2023-24 the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2015, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in "Table 2 of Annexure I".

Composition of Audit Committee

The Board has constituted the Audit committee which comprises of two Non-Executive Directors and one Executive Director and Chairman of the Committee is Independent Director. The details of the composition of the audit committee are described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

Material Changes:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the financial statements relate and the date of this report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives and Corporate Social Responsibility Committee; as the company does not fall in the criteria of section 135 of the Companies Act, 2013.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant Section 177(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to tackle the circumstances occurred in the organization such as fraud, misrepresentation etc. The vigil mechanism shall provide for adequate safeguards against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/ Whistle Blower Policy. The Policy was approved by the Board and same has been uploaded on the Company''s website:

https://euroindiafoods.com/wp-content/uploads/2023/05/Vigil-Mechanism-Whistle-Blower-Policv-1 .pdf

Risk Management Policy and Internal Control Adequacy

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Management''s Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

The Company has adopted and approved Risk Management Policy.

The Risk Management Policy has been uploaded on our Company''s website the link is mentioned below:

https://euroindiafoods.com/wp-content/uploads/2023/05/3.-Risk-Management-Policy.pdf Prevention of Sexual Harassment of Women at Workplace

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. If the Compliant received by any women employee to senior management, the senior management have to convey directly to Chairman and Managing Director relates to any Complaints in matter to sexual Harassment.

Prevention of Insider Trading

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

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at: https://euroindiafoods.com/wp-content/uploads/2023/05/4.-Prohibition-of-Insider-Trading-Policy.pdf

Remuneration Policy:

The Remuneration paid to the Executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then the Board of the company approve in their duly held meeting. The remuneration of executive directors is decided by considering various criteria like Qualification, experience, responsibilities, value addition to the company and financial position of the company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

Company is not paying any remuneration to non-executive and independent directors of the company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has been uploaded on the Company''s website:

https://euroindiafoods.com/wp-content/uploads/2023/05/2.-NRC-Policy.pdf Code of Conduct:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per “Annexure - VII."

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year 2023-2024.

27. MATERIAL ORDER PASSED BY THE COURT:

The Company has not received any material order passed by the Court during the F.Y. 2023-24.

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

---

Mar 31, 2023

The directors have pleasure in presenting their 14^th Annual Report on the business and operations of the Company along with the Audited Financial Statements of your Company for the financial year ended on 31^st March, 2023.

1. FINANCIAL RESULTS:

Particulars	For the year Ended	For the year Ended
	March 31,2023.	March 31,2022.
Revenue from operations	14,297	11,643
Other income	12	24
Total revenue	14,309	11,667
Profit before exceptional items and tax	171	217
Less: Exceptional items and tax	-	-
Profit before tax	171	217
Less: Tax expenses
Current tax	45	41
MAT Credit Availed	-	-
Deferred Tax	5	37
Net Profit/(loss) after tax	121	139
Earnings per share (basic)	0.49	0.56

2. FINANCIAL PERFORMANCE OF THE COMPANY:

During the year under preview, the Company has earned sales income Rs. 14,297/- (Previous Year Rs. 11,643) and other income Rs. 12 (Previous year Rs. 24). The Total revenue Rs. 14,309 (Previous year Rs. 11,667).

Profit before Tax (PBT) was review Rs. 171 and Profit after Tax (PAT) was review Rs. 121 (Previous year Rs. 139).

3. DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view to the financial expansion and future growth’s perspective of the Company and Stakeholders, has decided that it would be prudent, not to recommend any Dividend for year under review.

Note: Dividend Distribution Policy is not applicable to our Company.

4. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to general reserve.

5. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

6. COVID-19:

In the month of march of F.Y 2019-20, the COVID-19 pandemic developed rapidly into a global crisis, forcing governments to enforce lock-downs of all economic activity. For the Company, the focus immediately shifted to ensuring the health and well-being of all employees, and on minimizing disruption to services for all our customers. Even during the second wave company has ensured the health and well-being of all employees and followed the guidelines issued by the government.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at Web link: https://www.euroindiafoods.com/investor-relation/corporate-governance/annual-report

8. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

9. CREDIT RATING:

During the Year under review, Your Company has received the Credit Rating of the Bank Loan Facilities and rating was assigned by Crisil Ratings Limited.

10. CORPORATE GOVERANCE:

Your Company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Company is filing Corporate Governance Report to stock exchange quarterly. However, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company is giving report on corporate governance report in annual report of the company. Corporate Governance Report is as per “Annexure- I”. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached in the report on Corporate Governance.

11. CEO & CFO CERTIFICATION:

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Shaileshbhai M. Shardhara, Chief Financial Officer of the Company for the year ended 31st March, 2023 is attached herewith which forms part of Corporate Governance Report.

12. DIRECTORS:BOARD INDEPENDENCE:

‘Independence’ of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:

1) Mr. Parth V. Saspara

2) Mr. Snehal M. Patel

3) Mr. Paresh B. Lathiya

4) Mrs. Geeta D. Tejani

5) Mr. Rahil V. Dhameliya

Committees of the Board

There are currently four Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders’ Relationship Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

During the year meeting of Independent Director was held on 31/03/2023, where all the independent directors were present.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy, apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Surat. The Agenda of the Board / Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met Eleven times in financial year 2022-23. The details are as below:

	Sr. No.	Date of Meeting	Board’s Strength	No. of Director’s Present
	1.	02.05.2022	10	10
	2.	30.05.2022	10	09
	3.	13.08.2022	10	10
	4.	01.09.2022	10	10
	5.	30.09.2022	10	10
	6.	14.11.2022	10	10
	7.	19.12.2022	10	10
	8.	14.02.2023	10	10
	9.	31.03.2023	10	10

Annual Evaluation by the Board:

During the year, the Board has carried out the annual evaluation of its own performance as well as the evaluation of the working of its committees and individual Directors, including Chairman of the Board. This exercise was carried out through a structured questionnaire prepared separately for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Board’s functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Company’s long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Board’s effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 31^st March, 2023. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Company’s website www.euroindiafoods.com.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Manhar Jivanbhai Sanspara and Mr. Dinesh Jivanbhai Sanspara, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company.

The Board of Directors and Key Managerial Personnel’s (KMPs) of the Companies in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

	Name of Director	Designation	Appointment Date	Change in Designation	Resignation Date
	Mr. Manhar J. Sanspara	Chairman & Managing Director	13.08.2009	25.09.2019	-
	Mr. Dinesh J. Sanspara	Jt. Managing Director	13.08.2009	25.09.2019	-
	Mr. Mahesh V. Mavani	Executive Director	13.08.2009	-	-
	Mr. Dipesh D. Sanspara	Executive Director	20.02.2018	-	-
	Mrs. Maya D. Sanspara	Non-Executive Director	09.09.2016	25.09.2017	-
	Mr. Ghanshyam A. Patel	Independent Director	09.09.2016	25.09.2017	13.08.2022
	Mr. Parth V. Saspara	Independent Director	09.09.2016	25.09.2017	-
	Mr. Snehal M. Patel	Independent Director	09.09.2016	25.09.2017	-
	Mr. Paresh B. Lathiya	Independent Director	09.09.2016	25.09.2017	-
	Mrs. Geeta D. Tejani	Independent Director	12.10.2020	04.11.2020	-
	Mr. Rahil V. Dhameliya	Independent Director	13.08.2022	-	-
	Mr. Shailesh M. Sardhara	Chief Financial Officer	09.09.2016	-	-
	Ms. Javnika Gandharva	Company Secretary and Compliance Officer	24.08.2021

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

13. SUBSIDIARY, JOINT-VENTURE AND ASSOCIATES COMPANIES:

The Company does not have any subsidiary, Joint Venture and Associate Companies.

14. DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors’ Responsibility Statement" and confirm that:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and that there are no material departures;

b) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31,2023 and of the profit of the Company for the Financial year ended March 31,2023;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts for the year ended March 31, 2023 have been prepared on a going concern basis;

e) that they 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) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at

https://www.euroindiafoods.com/documents/15/1. Related Party Transaction Policy.pdf.

16. ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R & D EFFORTS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relates to the conversation of energy, Technology absorption and foreign exchange earnings and outgo as per provision under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed below as " Annexure-IH”.

17. PARTICULAR OF EMPOYEES AND RELATED DISLOSURES:

The information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in “Annexure IV” to this report and form part of this Report.

18. AUDITORS:STATUTORY AUDITOR

M/s R P Vidani & Co., Chartered Accountants (Firm Registration No. 137610W) were appointed as Statutory Auditor of the Company for a term of 5 (Five) consecutive years, at the Annual General Meeting held on 30^th September, 2022. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has been internal Auditor of the Company for the Financial Year 2022-23. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co., Chartered Accountant, Surat, as an Internal Auditor for the Financial Year 2023-24 in the Board meeting held on 30^th May, 2023, after obtaining his willingness and eligibility letter for appointment as Internal Auditor of the Company.

SECRETARIAL AUDITOR

In accordance with the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Dhirren R. Dave & Co., Company Secretaries, to undertake the Secretarial Audit of the Company for the Financial Year 2022-23 and 2023-24. The Secretarial Audit Report for the Financial Year 2022-23 and 2023-24 is annexed to this Report as "Annexure V”.

19. DEPOSITS:

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014.

20. LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the notes to the Financial Statements are within the ambit of Section 186 of the Companies Act, 2013.

The company has not given any loans or guarantees or investments under section 186(4) of Companies Act, 2013.

21. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations Disclosure Requirements), Regulations 2015, the Management Discussion and Analysis Report of the financial condition of the Company under review, is annexed and forms an integral part of the Directors’ Report, is given in "Annexure VI”.

22. COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost records as well as the cost audit, as the case may is not applicable to the company for the Financial Year 2022-23.

23. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company were listed on the NSE of India Limited (National Stock Exchange of India- SME Platform) since March 31,2017. The Annual Listing Fee for the current year has been paid to the NSE of India Limited.

Migration To the Main Board of NSE:

The Board of Directors of the Company, in their meeting held on February 14, 2020, had proposed the Listing of equity share of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited. The members of the Company, through Postal Ballot, on March 21, 2020 had also approved the proposed listing of equity shares of the Company on Capital Market Segment (Main Board) of National Stock Exchange of India Limited.

The NSE has granted final listing approval for the Listing of equity shares of the company on Capital Market Segment (Main Board) of NSE vide letter dated October 8, 2021and the equity shares of the Company are listed and traded on the main board of NSE with effect from October 12, 2021.

24. SIGNING OF THE FINANCIAL STATEMENTS:

This is to inform you that the Company has approved and authenticated its Audited Financial Results for the year ended 31st March, 2023 in the Board meeting duly held on 30th May, 2023, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25. DISCLOSURES:Share Capital:

The Company’s Authorized Equity Capital as on March 31, 2023 was Rs. 250,000,000 comprising of 25,000,000 Equity Shares of Rs. 10/- each fully paid up.

The Company’s paid up Equity Capital as on March 31, 2023 was Rs. 248,000,000 comprising of 24,800,000 Equity Shares of Rs. 10/- each fully paid up.

During the F.Y. 2022-23 the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

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

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee meeting had taken place during the year and their details along with their attendance, is given in "Table 2 of Annexure I”.

Composition of Audit Committee

The Board has constituted the Audit committee which comprises of two Non-Executive Directors and one Executive Director and Chairman of the Committee is Independent Director. The details of the composition of the audit committee are described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013, as applicable, the strength of the Board as also of the Audit Committee is adequate.

Material Changes:

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the financial statements relate and the date of this report.

Corporate Social Responsibility (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives and Corporate Social Responsibility Committee; as the company does not fall in the criteria of section 135 of the Companies Act, 2013.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant Section 177(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to tackle the circumstances occurred in the organization such as fraud, misrepresentation etc. The vigil mechanism shall provide for adequate safeguards against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/ Whistle Blower Policy. The Policy was approved by the Board and same has been uploaded on the Company’s website:

https://www.euroindiafoods.com/documents/18/Vigil Mechanism-Whistle Blower Policy.pdf

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. These have also been reported and discussed in detail in the Management’s Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022-23.

The Company has adopted and approved Risk Management Policy.

The Risk Management Policy has been uploaded on our Company’s website the link is mentioned below:

https://www.euroindiafoods.com/documents/17/3. Risk Management Policy.pdf Prevention of Sexual Harassment of Women at Workplace

Your company adopted policy of "Prevention of Sexual Harassment of Women at Workplace". There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. If the Compliant received by any women employee to senior management, the senior management have to convey directly to Chairman and Managing Director relates to any Complaints in matter to sexual Harassment.

Prevention of Insider Trading

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

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at:

https://www.euroindiafoods.com/documents/14/4. Prohibition of Insider Trading Policy.pdf

Remuneration Policy:

The Remuneration paid to the Executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then the Board of the company approve in their duly held meeting. The remuneration of executive directors is decided by considering various criteria like Qualification, experience, responsibilities, value addition to the company and financial position of the company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

Company is not paying any remuneration to non-executive and independent directors of the company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has been uploaded on the Company’s website:

https://www.euroindiafoods.com/documents/16/2. NRC Policy.pdf

Code of Conduct:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been received by the Board and the same is attached herewith as per “Annexure - VII.”

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the Financial Year 2022-2023.

27. MATERIAL ORDER PASSED BY THE COURT:

The Company has not received any material order passed by the Court during the F.Y. 2022-23.

ACKNOWLEDGEMENT:

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

---

Mar 31, 2018

The directors have pleasure to present their 9^th Annual Report along with the Audited Statement of Accounts for the year ended on 31^st March, 2018.

1. FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars		For the year Ended 31/03/2018		For the year Ended 31/03/2017
Revenue from Operation			5507.12		4804.64
Other Income		80.98		170.19
Total Revenue			5588.10		4974.83
Less: Total Expenses (Including Depreciation)		5426.77		4827.00
Profit before Exceptional Items and tax			161.33		147.83
Less: Exceptional Items		0		77.35
Profit Before Taxation (PBT)			161.33		70.48
Less: Income Tax		33.8		18.19
Less: MAT Credit Availed			-33.8		-18.19
Less: Deferred Tax		-1.60		-65.81
Profit after Taxation (PAT)			159.73		136.29
Earnings Per Share (Basic and Diluted)		0.64		0.68

2. PERFORMANCE OF THE COMPANY

During the year under preview, the Company has earned sales Income Rs.5507.12 Lakh (Previous Year Rs.4804.64 Lakh) and other Income Rs.80.98 Lakh (Previous year Rs.170.19 Lakh). The Total revenue Rs. 5588.10 Lakh (Previous year Rs. 4974.83 Lakh).

Profit before Tax (PBT) was review Rs. 161.33 Lakh and Profit after Tax (PAT) was review Rs. 159.73 Lakh (Previous year Rs. 136.29 Lakh).

3. DIVIDEND

In the context to financial expansion and Future Growth’s perspective of the Company and Stakeholders, the Board of Directors do not recommend the dividend for the Financial Year 2017-18.

4. MATERIAL CHANGES:

There have been no material changes and commitments affecting the financial position of the Company between the end of financial year and the date of this report. There has been no change in the nature of business of the Company.

5. SHARE CAPITAL

The Company’s paid up equity capital as on 31.03.2018 was Rs. 248,000,000 comprising of 24,800,000 Equity Shares of Rs. 10/- each fully paid up. During the F.Y. 2017-2018 the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

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

6. EXTRACT OF ANNUAL RETURN

An Extract of the Annual Return as of 31^st March, 2018 pursuant to the sub-section (3) of Section 92 of the Companies Act, 2013 and Rule 12 of the companies (Management and Administration) Rules, 2014 in Form MGT 9 is annexed as “Annexure A”.

7. DETAILS OF BOARD OF DIRECTORS

The Board of Directors Comprises of Ten (10) Directors including of Two (2) Women Director. The Chairperson of the Board is an Executive Director. The Composition of the Board is as below:

NAME		DESIGNATION	CATEGORY
Mr. Manharbhai J. Sanspara (DIN: 02623366)		Chairman and Managing Director	Executive Director
Mr. Dinesh J. Sanspara (DIN: 02623367)		Joint Managing Director	Executive Director
Mr. Maheshkumar V. Mavani		Director	Executive Director
(DIN: 02623368)
Mr. Dipesh D. Sanspara (DIN: 07890494)		Additional Director	Executive Director
Mrs. Maya D. Sanspara		Director	Non-Executive Director
(DIN: 07601393)
Mr. Ghanshyam A. Patel (DIN: 07583294)		Director	Independent Director
Mr. Parth V. Saspara		Director	Independent Director
(DIN: 07584098)
Mr. Snehal M. Patel (DIN: 07584295)		Director	Independent Director
Mr. Paresh B. Lathiya		Director	Independent Director
(DIN: 07595049)
Mrs. Manjula K. Mehta (DIN: 08086052)		Additional Director	Independent Director

During the year, Company appointed Mr. Dipesh D. Sanspara as Additional Director and Mrs. Manjula K. Mehta, as Additional Independent Directors w.e.f 20^th February, 2018 and subject to regularize in the said Annual General Meeting.

8. DETAILS OF KEY MANGERIAL PERSONNEL

The Key Managerial Personnel’s (KMPs) of the Company in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

NAME			DESIGNATION
	Mr. Manharbhai Jivanbhai Sanspara			Chairman and Managing Director
Mr. Dinesh Jivanbhai Sanspara			Joint Managing Director
	Dr. Mukesh Ambabhai Navadia			Chief Executive Officer
Ms. Nikki Ketan Shah			Company Secretary and Compliance Officer
	Mr. Shailesh Madhubhai Sardhara			Chief Financial Officer

During the year, there was no change in Key Managerial Personnel of the Company.

9. MEETINGS OF THE COMPANY’S BOARD OF DIRECTOR’S

During the financial year 2017-18, Eight (8) Board Meetings were held. The details are as below:

Sr. No.	Date of Meeting			Board’s Strength			No. of Director’s Present
1.		29/05/2017			08			06
2.	24/08/2017			08			08
4.	18/11/2017			08			06
6.	11/01/2018			08			05
8.	23/03/2018			09			05

10. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES. JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year ended 31^st March, 2018 no entity became or ceased to be the subsidiary, joint venture or associate of the Company.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

(a) that in the preparation of the Annual Accounts for the year ended 31^st March, 2018, the applicable Accounting standards have been followed and that there are no material departures;

(b) that appropriate accounting policies have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at 31^st March, 2018 and of the profit of the Company for the Financial year ended 31^st March, 2018;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual accounts for the year ended 31^st March, 2018 have been prepared on a going concern basis;

(e) that they 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) that they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY

Mr. Ghanshyam A. Patel, Mr. Parth V. Saspara, Snehal M. Patel, Paresh B. Lathiya, Manjula K. Mehta Independent Directors of the Company as on 31^st March, 2018 pursuant to the provisions of Section 149(10) of the Companies Act, 2013.

The Board of Directors of the Company hereby confirms that all the Independent Directors duly appointment by the Company have given the declaration and they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013 read with SEBI Listing Regulations so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

13. POLICY ON DIRETOR’S APPOINTMENT AND REMUNERATION

The Company’s policy on Director’s appointment and remuneration and other matters provided in Section 178 of the Companies Act, 2013 has been disclosed in the Corporate Governance Report.

14. STATUTORY AUDITOR

M/s J N Shah & Co., Chartered Accountants (Firm Registration No. 118020W) were appointed as Statutory Auditor of the Company for a term of 5(Five) consecutive years, at the Annual General Meeting held on 25^th September, 2017. They have confirmed that they are not disqualified from continuing as Auditor of the Company.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. DEPOSITS

During the year, your company has not accepted any deposits under section 73 of the companies Act, 2013 and therefore not required to furnish information as per Rule 8(5) (V) and (vi) of the Companies (Accounts) Rules, 2014.

16. LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the notes to the Financial Statements are within the ambit of Section 186 of the Companies Act, 2013.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

With reference to section 134(3) (h) of the Companies Act, 2013, all contracts and arrangements with related parties under section 188 of the Companies Act, 2013 entered by the company during the financial year, were in ordinary course of business and at arm’s length basis. Details of the related party transactions made during the year are annexed below as “Annexure-B” in form AOC-2.

The Company has also adopted a Related Party Transactions Policy. The Policy was approved by the Board and the same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Related-Party-Transaction-Policy.pdf

18. CONVERSATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREGIN EXCHANGE EARNING AND OUTGO

The information relates to the conversation of energy, Technology absorption and foreign exchange earnings and outgo as per provision under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed below as “Annexure-C”.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives and Corporate Social Responsibility Committee; as the company does not fall in the criteria of section 135 of the Companies Act, 2013.

20. MANAGEMENT DISUCUSSION AND ANALYSIS REPORT

As per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is annexed as “Annexure - D”.

21. CORPORATE GOVERANCE

Your Company was listed on NSE Emerge Platform on 31^st March, 2017, as per the provision of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company was not came under the ambit of the said regulation and it is not mandatory for the SME Listed companies to comply with the provisions of the Regulation 27 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Company prepared the Corporate Governance report on voluntary basis for the Investor’s for their convince and thorouly knowledge about the company, the same is annexed as “Annexure -E”.

22. RISK MANAGEMENT

Risk is in itself sound as a huge responsibility for the organization to identify, evaluate, access, formulate and reduce it. It is the internal as well as external part of the Organization, Risk factor works in the day to day operations of the Company. There are different kinds of Risk to evaluate and reduce i.e Market risk, Liquidity Risk, Operation Risk, Management Risk, Interest rate risk etc. The Company has taken necessary steps to overcome the Risk factor and helps the organization to run smoothly.

The Company has also adopted a Risk Management Policy. The Policy was approved by the Board and the same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Risk-Management-Policy.pdf

23. AUDIT COMMITTEE

Your Company has constituted an Audit Committee (“Audit Committee”), as per section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide resolution passed at the meeting of Board of Directors held on 9^th September, 2016.

Composition of Audit Committee:

Name of Director	Status in Committee	Nature in Directorship
Mr. Parth V. Saspara	Chairman	Independent Director
Mr. Paresh B. Lathiya	Member	Independent Director
Mr. Maheshkumar V. Mavani	Member	Executive Director

Meeting Held and attended during the year:

Sr. No.	Date of Meeting	Committee Strength	No. of Members Present
1	29.05.2017	3	3
2.	24.08.2017	3	3
3.	18.11.2017	3	3
4.	20.02.2018	3	3

24. NOMINATION AND REMUNERATION COMMITTEE

Your Company has constituted a Nomination and Remuneration Committee, as per section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide resolution passed at the meeting of Board of Directors held on 9^th September, 2016.

Composition of Nomination and Remuneration Committee:

Name of Director	Status in Committee	Nature in Directorship
Mr. Ghanshyam A. Patel	Chairman	Independent Director
Mr. Snehal M. Patel	Member	Independent Director
Mr. Paresh B. Lathiya	Member	Independent Director

Meeting Held and attended during the year:

Sr. No.	Date of Meeting	Committee Strength	No. of Members Present
1	24.08.2017	3	3
2.	20.02.2018	3	3

25. STAKEHOLDERS AND INVESTOR GRIVENCES COMMITTEE

Your Company has constituted a Stakeholder and Investor Grievance Committee, as per section 178(5) of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, vide resolution passed at the meeting of Board of Directors held on 9^th September, 2016.

Composition of Stakeholders and Investor Grievances Committee:

Name of Director	Status in Committee	Nature in Directorship
Mr. Paresh B. Lathiya	Chairman	Independent Director
Mr. Ghanshyam A. Patel	Member	Independent Director
Mr. Maheshkumar V. Mavani	Member	Executive Director

Meeting Held and attended during the year:

Sr. No.	Date of Meeting			Committee Strength			No. of Members Present
1		24.08.2017			3			3
2.	15.01.2018			3			3
3.		20.02.2018			3			3

26. VIGIL MECHANISM

Your Company has established a vigil mechanism as pursuant Section 177(9) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to tackle the circumstances occurred in the organization such as fraud, misrepresentation etc., The vigil mechanism shall provide for adequate safeguards against victimization of Director(s) or employee(s) or any other person who avail the mechanism and also provide for direct access to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/ Whistle Blower Policy. The Policy was approved by the Board and same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Vigil-Mechanism-Whistle-Blower-Policy.pdf

27. BOARD EVUATION

Your Company evaluates the board in the different committee pursuant to the provision of the Companies Act, 2013 and the Regulation 17(10) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the board has carried out an annual performance evaluation of its own performances. The Company delegates the responsibilities in the committee formulated by the company such as Audit Committee, nomination and remuneration Committee and Stakeholder Grievance Committee.

The Company has also adopted a Performance Evaluation Policy. The Policy was approved by the Board and same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Performance-Evaluation-Policy.pdf

28. REMUNERATION POLICY

The Remuneration paid to the Executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then the Board of the company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like Qualification, experience, responsibilities, value addition to the company and financial position of the company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

Company is not paying any remuneration to non-executive and independent directors of the company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Remuneration-Committee-Policy.pdf

29. CODE OF CONDUCT

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

30. INSIDER TRADING

The Board has in consultation with the Stakeholder’s Relationship Committee laid down the policy to regulate and monitor Insider Trading. The Committee regularly analyses the transactions and monitors them to prevent Insider Trading.

The Company has also adopted a Prohibition of Insider trading Policy. The Policy was approved by the Board and same was uploaded on the Company’s website:

http://euroindiafoods.com/wp-content/uploads/2017/05/Prohibition-Insider-trading-Policy.pdf

31. SECRETARIAL AUDITOR AND REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appoint Mr. Dhiren R. Dave, Practicing Company Secretary of Surat, to conduct the Secretarial Audit of the Company for the Financial Year 2017-18. (Appointed in Financial Year 2016-17 for the period of 2(two) years i.e. 2016-17 and 2017-18).

The Secretarial Audit Report is annexed herewith as “Annexure - F”. The Secretarial Audit Report does not contains any qualifications, reservation or adverse remarks.

32. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, the Board had appointed M.s Sejal Maniar & Co., as An Internal Auditor of the Company vide resolution passed in the meeting held on 29^th May, 2017.

33. COST AUDIT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2014 and hence, maintenance of cost records as well as the cost audit, as the case may be has not applicable to the company for the Financial Year 2017-18.

34. PARTICULAR OF EMPOYEES AND RELATED DISLOSURES

None of the employee has received remuneration exceeding the limit as stated in section 197 of the companies’ act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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

The Company had not received any case related to sexual harassment of women at workplace. The Senior Management monitoring in the matter relates to the women’s safety at workplace. If the Compliant received by any women employee to senior management , the senior management have to convey directly to Chairman and Managing Director relates to any Complaints in matter to sexual Harassment.

36. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

Surat, 23.08.2018 For and on behalf of the Board of Directors

Sd/- Sd/-

Manhar J. Sanspara Dinesh J. Sanspara

Chairman & Managing Director Joint Managing Director

DIN: 02623366 DIN: 02623367