Directors Report of Jeyyam Global Foods Ltd.

Mar 31, 2024

Your directors are pleased to present the Annual Report with the audited statement of accounts
and the Auditors report of your company for the financial year ended 31st March, 2024.

1- PERFORMANCE AT A GLANCE

fRs. In Lakhcl

Particulars	For the Year Ended 31st March, 2024	For the Year Ended 31st March, 2023
Income	62,983.42	38,220.62
Less: Expenditure	60,981.85	37,173.34
Profit/Loss Before Tax	2001.57	1,047.29
Less: Current Tax	396.13	237.67
Less: Deferred Tax	96.33	22.82
Profit/Loss after Tax	1509.11	786.80

²- REVIEW OF OPERATIONS AND AFFAIRS OF THE COMPANY

The Company has made a total turnover of Rs. 62,983.42/- (Rs. In Lakhs) as against a total
turnover of Rs. 38,220.62/- (Rs. In Lakhs) during the previous year. The Company has
registered profit after tax of Rs. 1,509.11/- (Rs. In Lakhs) as against a profit after tax of Rs.
786.80/- (Rs. In Lakhs) during the previous year under review. The company expects

improvised business performance in the coming year as compared to the financial year 2023-
2024.

³- CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the business during the year under review.

⁴- material changes and commitments, if any, affecting THF financta.

POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THF
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS REL ATF
AND TILL THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company

occurred between the end of the financial year to which these financial statements relate on
till the date of this report.

5. DIVIDENDS

The Board of Directors has not declared any dividend for the financial year ended 31.03.2024.

6. TRANSFER TO RESERVES

The Company has not proposed to transfer any amount to any reserve during the financial
year under review.

7. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year under
review. Hence the provisions of section 73 to 76 or any other relevant provisions of Companies
Act, 2013 are not applicable to the company.

⁸- DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
OF CHAPTER V OF THE COMPANIES ACT. 2013

The Company has not accepted any deposits during the year under review and hence the
compliance with the provisions of the Chapter V of the Companies Act, 2013 does not arise.

9- SHARE CAPITAL OF THE COMPANY

The Authorised share capital of the company as on 31st March 2024 is Rs. 25,00,00,000/-
divided into 5,00,00,000 Equity Shares of Rs. 5/- each and Paid-up Share Capital of the

* ¦ • • i uuiiiun w i atiie

Company as on 31st March 2024 is Rs. 17,70,39,780/- divided into 3,54,07,956 Equity Shares
of Rs. 5/- each.

During the year under review:

1. The company at its EGM Held on 26* October 2023 increased its Authorised share capital
from Rs. 65,00,000/- (Rupees Sixty-Five Lakhs only) divided into 6,50,000 (Six Lakh Fifty
Thousand) Equity Shares of Rs. 10/- (Rs. Ten) each to Rs. 25,00,00,000/- (Rupees Twenty-

Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity Shares of Rs.
10/- (Rs. Ten) each

2. The shareholders at the EGM Held on 05- January 2024 approved the issuance of bonus
shares. Further the board of directors of the company at their Board meeting held on 05»
January 2024 approved allotment of 1,70,93,496 Equity shares (28 Bonus shares of Rs.
10/- for every fully paid-up equity share of Rs. 10/-) as Bonus issue.

3. The company at its EGM Held on 30''" March 2024 sub divided 1 equity share of Rs. 10/-
each into 2 equity shares of Rs. 5/- each.

OTHER PISCLOSIJRFg

Your directors state that no disclosure or reporting is required in respect to the following items
as there were no transactions on these items during the year under review:

''¦ ^{Issue of equity shares} with differential rights as to dividend, voting, or otherwise.

Issue of shares (including sweat equity shares) to employees of the company under
any scheme.

^{ISSued any securities} that are convertible into equity shares at a future date and nor
any such shares are outstanding previously.

iv. Shares having voting rights not exercised directly by the employees and for the
purchase of which or subscription to which loan was given by the Company.

v. Buyback of any of its securities &

vi. As at the end of the previous financial year, none of the Directors of the Company held
instruments convertible into equity shares of the Company.

.1, *'' * • u«ir

lO DEJAILS of subsidiaries, associates and JOINT VENTURES COMPANIES AMD
THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY ANn
NAMES OF COMPANIES, WHICH HAVE BECOME OR CEASED TO BE its SUBSIDIARIES.
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YFAR

The Company has no subsidiary, associate and joint venture companies.

11. COM POSITION OF BOARD OF DIRECTORS AND ITS COMMITTEE. KMP ANn ttc
CHANGES

The Composition of Board of Directors and KMP as on 31.03.2024 were as follows:

(a) Mr. Amit Agarwal - Managing Director

(b) Mr. Shripal Veeramchand Sanghvi -Whole Time Director

(c) Mr. Vikash Mahipal- Independent Director

(d) Mr. Shanmugam- Independent Director

(e) Mrs. Sujathaa Mehta - Director

(f) Mr. Chinnaponnu Devarajan - CFO

(g) Mr. Ritika Agarwal - Company Secretary

During the year under review, following were the changes in the composition of the
Board of Directors and KMP:

Sno.	Name of the Director	Designation	Date of Appointment, Reappointment, regularisation and cessation	Remarks
1.	Mr. Jayaraman Madhu Suthan (DIN: 09841051)	Additional Director	07.09.2023	Appointment at Board meeting
2.	Mr. Praveen Bhansali Naman Bhansali (DIN: 10306109)	Additional Director	07.09.2023	Appointment at Board meeting

3.	Mrs. Sujathaa Mehta (DIN: 06822171)	Additional Director	27.09.2023	Appointment at Board Meeting
4.	Mr. Amit Agarwal (DIN: 01653009)	Additional Director	27.09.2023	Appointment at Board Meeting
5.	Mr. Praveen Bhansali Naman Bhansali (DIN: 10306109)	Additional Director	27.09.2023	Cessation
6.	Mr. Jayaraman Madhu Suthan (DIN: 09841051)	Additional Director	27.09.2023	Cessation
7.	Mr. Amit Agarwal (DIN: 01653009)	Whole Time Director & Chief Financial Officer	27.09.2023	Change of designation subject to members approval
8.	Mrs. Saravanan Shrruthi (DIN: 06871548)	Director	30.09.2023	Cessation
9.	Mr. Krishnasamy Saravanan (DIN: 00010555)	Managing Director	30.09.2023	Cessation
10.	Mrs. Sujathaa Mehta	Director	30.09.2023	Regularisation as a Non-Executive Director at AGM
11.	Mr. Amit Agarwal (DIN: 01653009)	Director	30.09.2023	Regularisation as a Director at AGM
12.	Mr. Shripal Veeramchand Sanghvi(DIN: 07788214)	Managing Director	30.09.2023	Appointment as a Managing Director at AGM
13.	Mr. Amit Agarwal (DIN: 01653009)	Whole Time Director Cum CFO	30.09.2023	Regularisation as a Whole Time Director Cum CFO at AGM
14.	Mr. Amit Agarwal (DIN: 01653009)	Whole Time Director Cum CFO	26.02.2024	Resignation from the Post of Chief Financial Officer of the Company

15.	Mr. Amit Agarwal (DIN: 01653009)	Whole Time Director	26.02.2024	Resignation from the Post of Whole Time Director of the Company
16.	Mr. Shripal Veeramchand Sanghvi(DIN: 07788214)	Managing Director	26.02.2024	Resignation from the Post of Managing Director of the Company
17.	Mr. DEVARAJAN	CFO	01.03.2024	Appointment at Board Meeting
18.	Mrs. Ritika Agarwal, (ACS: A35689)	Company Secretary	01.03.2024	Appointment at Board Meeting
19.	Mr. Amit Agarwal (DIN: 01653009)	Managing Director	04.03.2024	Appointment at Extra ordinary general meeting
20.	Mr. Shripal Veeramchand Sanghvi (DIN: 07788214)	Whole Time Director	04.03.2024	Appointment at Extra ordinary general meeting
21.	Mr. Vikas Mahipal (DIN: 10429702)	Independent Director	04.03.2024	Appointment at Extra ordinary general meeting
22.	Mr. Shanmugam (DIN: 10299453)	Independent Director .	04.03.2024	Appointment at Extra ordinary general meeting

During the year under review, the board of directors have formed Audit committee:

Sr. No.	Name of Member	Designation in Board	Designation in Committee
1	Mr. Vikash Mahipal	Independent Non-Executive Director	Chairman

2	Mr. Shanmugam	Independent Non-Executive Director	Member
3	Mr. Amit Agarwal	Managing Director	Member

During the year under review, the board of directors have formed Nomination And
Remuneration committee:

Sr. No.	Names of Member	Designation in Board	Designation in Committee
1	Mr. Vikash Mahipal	Independent Non-Executive Director	Chairman
2	Mr. Shanmugam	Independent Non-Executive Director	Member
3	Mrs. Sujathaa Mehta	Director	Member

During the year under review, the board of directors have formed Stakeholders
Relationship Committee:

Sr. No.	Names of Member	FDesignation in Board	Designation in Committee
1	Mr. Shanmugam	Independent Non-Executive Director	Chairman
2	Mr. Amit Agarwal	Managing Director	Member
3	Mr. Shripal Veeramchand Sanghvi	Whole time Director	Member

During the year under review, the Company have formed the above committees at its board
Meeting held on 15^th March 2024.

12.DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not

apply to our Company for the financial year 2023-2024. Hence the requirement of Declaration
by Independent directors does not arise.

During the year under review, the Company have appointed 2 independent Directors at its
Extra Ordinary General Meeting dated 04^th March 2024

13.MEETINGS HELD DURING THE YEAR

During the financial year 2023-2024, following meetings were conducted during the year under
review:

A. BOARD MEETING

S. No	Meetings Date	Total Number of	Total Number of
		Directors entitled	Directors present at
		to Attend the	the Meeting
		Meeting
1.	05.04.2023	3	3
2.	12.04.2023	3	3
3.	06.05.2023	3	3
4.	09.05.2023	3	3
5.	10.05.2023	3	3
6.	06.06.2023	3	3
7.	05.07.2023	3	3
8.	07.09.2023	3	3
9.	27.09.2023	3	3
10.	30.09.2023	5	5
11.	03.10.2023	3	3
12.	23.10.2023	3	3
13.	02.11.2023	3	3
14.	04.01.2024	3	3
15.	05.01.2024	3	3
16.	26.02.2024	3	3

17.	01.03.2024	3	3
18.	15.03.2024	3	3
19.	22.03.2024	3	^~3
20.	27.03.2024	3	3

B. GENERAL MEETING

S. No	Meetings Date	Type of General Meeting
1.	24.04.2023	Extra Ordinary General Meeting
2.	28.06.2023	Extra Ordinary General Meeting
3.	30.09.2023	Annual General Meeting
4.	26.10.2023	Extra Ordinary General Meeting
5.	05.01.2024	Extra Ordinary General Meeting
6.	04.03.2024	Extra Ordinary General Meeting
7.	30.03.2024	Extra Ordinary General Meeting

All the Directors were present in all its meetings and the gap between two meetings did not
exceed 120 days.

¹⁴-PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

There were no loans, Investments or guarantees made by the Company under Section 186 of
the Companies Act, 2013 during the year under review.

¹⁵’PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTTF*;

The Company has entered into related party transaction and the particulars of contracts or
arrangements with related parties referred to in section 188(1) of the Companies Act, 2013,
as prescribed in Form AOC-2 is appended as Annexure I.

16.STATUTORY AUDITOR OF THE COMPANY

During the year under review, we have received the resignation letter dated 17^th September,
2023 from M/s. R. Rishab Nahar & Co. effective from 27^th September, 2023. Audit for the
Period 2022-2023 was completed by M/s. R. Rishab Nahar & Co.

The members at the AGM held on 30^th September, 2023 have appointed M/s. A B C D & Co.,
Chartered Accountants, as the Statutory Auditor of the Company for a period of 5 years
starting from the financial year 2023-2024 to 2027-2028. The auditors have confirmed their
eligibility and willingness to continue as auditors of the company.

17.QUALIFICATION REPORTED BY STATUTORY AUDITOR

There was no qualification reported by the Statutory Auditor in his report for the financial year
ending 31^st March, 2024.

18-DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

For the financial year under review, the Auditor has not reported about any fraud by the
company or any fraud on the company by its officers or employees.

19.SECRETARIAL AUDITOR

M/s. Tanuj Jain & Associates, Company Secretaries (unique Identification No.
I2020TN2107000), were appointed as Secretarial Auditors of the Company for the financial
year 2023-24. The Secretarial Audit Report submitted by them for the said financial year in
the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as
Annexure II to this report.

The Secretarial Auditors Report for the Financial year 2023-24 does not contain any
qualification, reservation or adverse remark except that certain forms/returns under the Act
had been filed belatedly. The delay in filing certain forms in certain instances were due to the
technical problems faced by the company while accessing the MCA website to file the
forms/returns. However, the company has filed all applicable forms and returns by paying
additional fee wherever applicable and as on the date of this report all the applicable
forms/returns are duly filed.

20.DISCLOSURE ON MAINTENANCE OF COST RECORDS

The Company is not required to maintain any cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013. Hence the
company has not maintained any cost records. Therefore, there is no requirement for
appointment of cost Auditor.

21.INTERNAL AUDITORS

The Board of Directors had appointed M/s. Balaji & Sridhar, Chartered Accountants as the
Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies
Act, 2013 for the Financial Year 2023-2024.

22. EXTRACT OF ANNUAL RETURN

Pursuant to the Companies (Amendment) Act, 2017 notified with effect from 28th August,
2020, the requirement to annex the extract of Annual Return in form MGT-9 is done away with
and accordingly the same is not annexed to the Board''s report.

The Annual Return as required under Section 92 of the Companies Act, 2013 has been
published in the website of the Company which can be accessed through the following link.

http://www.ievvamfoods AnL

23. CORPORATE SOCIAL RESPONSIBILITY fCSRl

During the financial year 2023-2024, the Company is mandated to contribute Rs. 13,97,260/-
towards CSR and the details with respect to the same is annexed as Annexure III to this
report.

24. COMMITTEE FORMATION

The company need not comply with requirements of formation of CSR committee as per the
provisions of section 135 of the Companies Act, 2013 under the year under review.

During the year under review, the Company have formed Audit committee, Nomination and

remuneration committee and Stakeholders relationship committee at its board meeting held
on 15^th March 2024

25.SECRETARIAL STANDARDS

During the period under review, your Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

26.ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adequate system of internal control commensurate with its size and nature
of business. These systems provide a reasonable assurance in respect of providing financial
and operational information, safeguarding of assets of the Company, adhering to the
management policies besides ensuing compliance.

27.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COUPTC np
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY*:
OPERATIONS IN FUTURE

There are no material orders passed by any regulator or courts or tribunals impacting the
going concern status of the company.

28. RISK MANAGEMENT POLICY

The Company in order to comply with provisions of Companies Act, 2013 and provide an
effective mechanism for implementing risk management system had adopted the policy on
risk management for evaluating and monitoring various risk that could threaten the existence
of the company. The Company has not faced any major risk and no major deviations from the
actual as attained by the company. The Board takes the overall responsibility for the process
of risk management in the organization.

29. VIGIL MECHANISM POLICY

The Company has established a mechanism for Director''s and employees to report their
concerns relating to fraud, malpractice or any other activity or event which is against the
interest of the Company.

The details of establishment of such mechanism are disclosed in the Company''s Website

http://www.ievvamfoods.in/

30. DISCLOSURE—UNDER—SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
{PREVENTION, PROHIBITIONS REDRESSALl ACT. 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (''Act'') and rules made there under, your Company has
adopted a Sexual Harassment Policy for women to ensure healthy working environment
without fear of prejudice, gender bias and sexual harassment and the company will set up
Internal Complaints Committee (ICC) to redress complaints received regarding sexual
harassment, as and when the same becomes applicable.

The Board states that there were no cases or complaints filed pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988, the Directors furnish the
information as below:

Conservation of Energy	The Company is taking necessary steps to conserve energy. Every effort is made to ensure optimum use of energy.
Technology Absorption	Our Company have purchased new machineries to ensure quality, improve speed of production and reduce its cost of production.

Foreign Exchange Earnings and Outgo	2023-2024
Earnings	Nil
Outgo	Nil

TECHNOLOGY ABSORPTION:

(0	The efforts made towards technology absorption:	Our Company have purchased new machineries to ensure
00	The benefits derived like product improvement, cost reduction, product development or import substitution etc	quality, improve speed of production and reduce its cost of production. Which will help our Company to improve its sales.
		The Company will continue to further develop the Research & Development in the above areas and identify new areas of applications.
(Hi)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): (a) The details of technology imported (b) Year of Import; (c) Whether the technology been fully absorbed (d) If not fully absorbed, areas where has not taken place, reasons thereof	NIL
(iv)	The expenditure incurred on Research and Development	The expenditure on R & D was incurred in developing and commercializing products and as such specific expenditure under this head cannot be classified.

32.DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDFB thf
INSOLVENCY AND BANKRUPTCY CODE. 2016 (31 OF 20161 DURING THF vfap
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

The company was referred to Corporate Insolvency Resolution Process (CIRP) under section 9
of IBC, 2016, by a business consultant. However, the Hon''ble NCLT Chennai dismissed the
reference, citing pre-existing disputes predating the action under section 8 of IBC, 2016.
Following the NCLT’s decision, the claimant appealed to the Hon''ble IMCLAT. If the appeal is
successful, the company may face a liability of Rs 52 lakh. Despite this, the company is
confident that the liability does not apply as the instrument relevant to the claim was
terminated before the claim itself. The matter is scheduled for further hearing on 21.08.2024.

33. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM
.THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THFPrnc

During the year under review, there was no instance of one-time settlement with any Bank or
Financial Institution.

34. PARTICULARS OF EMPLOYFFS

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed

in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

Further as on 31st March, 2024, the Disclosure with respect to details of the Top 10 employees
as on 31st March, 2024 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is given under Annexure IV.

The Company currently has not provided any Employee Stock Option Scheme/Employee Stock
Purchase Scheme to its employees.

35. DIRECTORS'' RESPONSIBILITY STATEMFNT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect
to the Directors'' Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed and that no material departures have been made from the same.

b) That the appropriate accounting policies have been selected and applied consistently,
and have made judgments and estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company as at 31st March 2024 and

of statement of Profit and Loss account of the Company for the year ended 31st March
2024.

c) That the Directors had taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities,

d) That the annual accounts have been prepared on a going concern basis.

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

36. ACKNOWLEDGEMENTS

The Directors place on record our sincere thanks to all stakeholders for their continued support
extended to corporation activities during the year under review.

For Jeyyam Global Foods Limited

Shripal Veeramchand Sanghvi Amit Agarwal

Whole time director Managing Director

DIN: 07788214 DIN: 01653009

Place: Chennai
Date: 24th July 2024