The Directors have pleasure in presenting the 42^nd Annual Report
together with the Audited Statement of Accounts of the Company
for the Financial Year ended 31^st March, 2024.

1. HIGHLIGHTS OF THE MAJOR EVENTS OCCURRED
DURING THE FINANCIAL YEAR UNDER REPORT:

a) Pursuant to Clause 9.10 of the Scheme of Demerger
duly approved by Hon'ble NCLT, Mumbai Bench
vide its Order dated 1^st July, 2022 the entire holding
of shareholders of Mr. Rajkumar Chordia family
(RHC Group) as mentioned in the said clause was
required to be transferred to the shareholders of
PHC Group. Accordingly, RHC Group transferred
their shares to Mr. Pradeep Chordia Family (PHC
Group) as an Inter Se Transfer amongst Promoters.
Post Inter-se transfer of shares in the Company, the
holding of the Promoters of PHC Group became
71.82% and that of RHC Group became Nil.

b) The Company has made an application to BSE Ltd.,
for Reclassification of RHC Group Shareholders

from Promoter/Promoter Group Category to Public
Category pursuant to Clause 9.12 of the Scheme
of Demerger duly approved by Hon'ble NCLT,
Mumbai Bench vide its Order dated 1 ^st July, 2022.
The said application is still under the consideration
of BSE Ltd.

c) Dr. Pravin Chordia, the member of Promoter/
Promoter Group has voluntarily applied to the
Company for his reclassification from Promoter/
Promoter Group category shareholder to Public
Category shareholder as he is not holding any
substantial shares and is not involved in the day to
day Business Affairs of the Company. Accordingly,
the Company has made an application to BSE
Ltd., for Reclassification of Dr. Pravin Chordia
from Promoter/Promoter Group Category to Public
Category. The said application is still under the
consideration of BSE Ltd.

d) The total 1,866 Equity Shares held by the deceased
Promoter Shareholders viz. Late Mrs. Kamalabai
Hukmichand Chordia and Late Mr. Hukmichand
Chordia (933 Equity Shares each) were transmitted
in favor of Mr. Pradeep Hukmichand Chordia.

2. FINANCIAL RESULTS

The Standalone Financial Results for the Financial Year ended 31^st March, 2024 are briefly given below: -

(' in Lakhs)

3. COMPANY'S AFFAIRS, PERFORMANCE AND
MANAGEMENT DISCUSSION & ANALYSIS REPORT

Financial and Present Performance

During the Financial Year under review, the Revenue from
Operations of the Company was '. 322.73 Lakhs, as against
' 285.78 Lakh of the previous Financial Year which consists
of the income from Food Infrastructure Business.

The Company has earned a Profit after Tax of ' 79.75 Lakh
as against the Profit of ' 19.08 Lakh in the previous Financial
Year.

Industry Structure, Development, Opportunities and
Outlook

The Company is having good Food Infrastructure facilities
which the Company can provide to the nearby Food
Industries. The Company intends to focus on the maximum
utilization of these Infrastructural facilities. With the optimum

use of the same, the Company would be able to perform
better in the years to come.

4. KEY FINANCIAL RATIOS:

Details of significant changes, in Key Financial Ratios,
along with detailed explanation thereof has been given in
Note No. 34 under the head 'Financial Ratio' of the Financial
Statements for FY 2023-2024.

5. TRANSFER TO RESERVES

The Board has decided to retain the entire amount of Profit
for the Financial Year 2023-2024 and not to transfer any
amount to General Reserve.

6. DIVIDEND

To strengthen the long-term Capital needs of the Company,
the Directors do not recommend any Dividend on the Equity
Shares of the Company for the Financial Year ended 31^s*
March 2024.

7. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate
to management discussion and analysis, describing
the Company's objectives, projections, estimates and
expectations, if any, may constitute “forward looking
statements” within the meaning of applicable laws and
regulations. Actual Results might differ materially from those
either expressed or implied.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMPs)

During the financial year under report, Mrs. Nanda Babar
resigned as Chief Financial Officer (CFO) of the Company
w.e.f. 25^th April, 2023 and Ms. Rupali Darwatkar who was
appointed in her place as CFO also resigned as CFO
w.e.f. 4^th October, 2023. Thereafter, Mrs. Sharvari Sandesh
Kadam was appointed as CFO of the Company w.e.f. 4^th
October, 2023.

There were no changes in the Directors of the Company
during the Financial Year under Report. During the current
Financial Year i.e. 2024-2025, Mr. Ravindra Bhaskar Thatte
was appointed as an Additional Director of the Company in
the Independent Category by the Board of Directors w.e.f.
13^th August, 2024. Necessary Resolution for the ratification
of his appointment is recommended for your approval.

9. PUBLIC DEPOSITS

During the Financial Year 2023-2024, your Company has
not accepted any deposit within the meaning of Sections 73
and 74 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014.

The Central Government Ministry of Corporate Affairs vide
notification dated 22^nd January, 2019 read with further
notification dated 30^th April, 2019 required the Companies
to file return of Deposits or Particulars of Transactions not
considered as Deposit. The Company has complied with the
said notification.

10. INTERNAL CONTROL SYSTEMS AND ITS ADEQUACY

The Company has adequate Internal Control Systems to
ensure operational efficiency, accuracy and promptness
in financial reporting and compliance of various laws and
regulations.

The internal control system is supported by the internal audit
process. An Internal Auditor has been appointed for this
purpose.

The Audit Committee of the Board reviews the Internal
Audit Report and the adequacy and effectiveness of internal
controls periodically.

11. LISTING FEES

The Annual Listing Fees for the Financial Year 2023-2024
as well as for the Financial Year 2024-2025 have been paid
to BSE Limited, where your Company's Shares are listed.

12. HOLDING COMPANIES, SUBSIDIARY COMPANIES AND
ASSOCIATE COMPANIES

As on 31^st March, 2024 the Company does not have any
Holding Company, Subsidiary Company and Associate
Company.

13. ANNUAL RETURN

Pursuant to provisions of Section 134 read with Section 92
of the Companies Act, 2013, as amended; copies of Annual
Returns filed with the MCA are available at the website of
the Company viz. www.chordiafoods.com and the Annual
Return for the Financial Year 2023-2024 will be uploaded at
the website of the Company after filing the same with MCA.

14. CHANGE IN SHARE CAPITAL OF THE COMPANY

The Paid-up Equity Share Capital of the Company as on 31^st
March, 2024 was ' 4,02,82,520/- comprising of 40,28,252
Equity Shares of ' 10/- each. The Company does not have
any shares with differential Voting Rights or Stock Options
or Sweat Equity Shares.

During the Financial Year under Report, there were no
changes in the Authorised Share Capital and Issued,
Subscribed & Paid-up Share Capital of the Company.

15. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
AND GENERAL MEETING

During the Financial Year 2023-2024, Seven (7) Board
Meetings, Four (4) Audit Committee Meetings, Two (2)
Nomination and Remuneration Committee meetings, Seven
(7) Stakeholders Relationship Committee meetings and One
(1) General Meeting were convened and held. In addition
to that, One (1) separate Independent Directors meeting
was convened and held. The meeting of Independent
Directors was held on 30^th March 2024. The details of the
said Meetings held are given in the Corporate Governance
Report.

The intervening gap between the Meetings was within
the period prescribed under Companies Act, 2013 and
Regulation 17 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

16. DIRECTOR'S RESPONSIBILITY STATEMENT

Directors' Responsibility Statement prepared pursuant to the
provisions of Section 134(5) of the Companies Act, 2013, is
furnished below as required under Section 134(3)(c).

Directors state that:-

a) In the preparation of the Annual Accounts for the
Financial Year ended 31^st March, 2024 the applicable
Accounting Standards have been followed and there
were no material departures;

b) Accounting Policies as mentioned in Part-B to the
Financial Accounts have been selected and applied
consistently. Further judgments and estimates have
been made that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31^st March, 2024 and of the Profit of
the Company for the Financial Year ended on that date;

c) 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) The Annual Financial Statements have been prepared
on a going concern basis;

e) Proper internal financial controls were in place and
that the financial controls were adequate and were
operating effectively; and

f) Proper systems to ensure compliance with the
provisions of all applicable laws were in place and were
adequate and operating effectively.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given Declarations under
Section 149(7) of the Companies Act, 2013, that they
meet the criteria of Independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation
16(1 )(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

18. AUDITORS AND AUDITORS' REPORT

A. Internal Auditor:

Mr. Nisarg Shah, Chartered Accountant was appointed
as an Internal Auditor of the Company as per the
provisions of Section 138 of the Companies Act, 2013
for the Financial Year 2023-2024.

He has conducted Internal Audits periodically and
submitted his reports to the Audit Committee. His
Reports have been reviewed by the Statutory Auditors
and the Audit Committee.

B. Statutory Auditors:

In the Annual General Meeting held on 28^th September,
2022, Mr. Sunil Shah, Chartered Accountant, having
membership No. 037483 and Peer Review Certificate
No.: 015422 was appointed as the Statutory Auditor of
the Company, for a period of 5 (Five) Years i.e. upto
the conclusion of the Annual General Meeting of the
Company to be held in the year 2027 for the adoption of
Accounts for the FY ended 31 ^st March, 2027.

The Auditors Report to the Shareholders for the
Financial Year under review does not contain any
qualification, adverse remarks or disclaimers on the
Financial Statements of the Company.

No frauds have been reported by the Auditors under
Section 143(12) of the Companies Act, 2013 requiring
disclosure in Board's Report.

C. Secretarial Audit:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Company has
appointed Ghatpande & Ghatpande Associates,
Practicing Company Secretaries having FRN No:
P2019MH0772200 and Peer Review No.: 4537/2023
to conduct the Secretarial Audit of your Company for
the FY 2023-2024.

The Secretarial Audit Report is annexed herewith as
Annexure- I to this Report which is qualified by the
Secretarial Auditors on following point: -

i. As per the provisions of Regulation 3(5) and/or
Reg. 3(6) of SEBI (Prohibition of Insider Trading)
Regulations, 2015 the Company was required to
install a designated Structured Digital Database
(SDD) Software to capture Unpublished Price
Sensitive Information (UPSI). The Company
installed the said Software on 19^th June, 2023 and
till that time, BSE put the remark on BSE Portal
as the Company being the 'SDD Non-Compliant'.
However, the Company has complied with the
same and BSE has removed the said remark from
its Portal during the FY 2023-2024.

The Company has since complied with the same and the
particulars of compliance have been informed to BSE
Ltd., and there is no continuing default in the matter.

D. Cost Audit:

For the Financial Year under report the appointment
of Cost Auditor and obtaining their Report was not
applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186

The Details of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013 read with
Companies (Meeting of Board and its Powers) Rules, 2014

are as follows:

a) During the Financial Year under report the Company
has not given any Loan or any Advances in the nature
of Loans to any of the Bodies Corporate under Section
186 of the Act.

b) There are no Guarantees given by Company in
accordance with Section 186 of the Companies Act,
2013 read with Rules issued there under.

c) Details of Investments in Shares made by the Company
as on 31^s* March, 2024 (including Investments made in
the previous years) in quoted and unquoted Shares are
as under:-

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED IN SUB SECTION
(1) OF SECTION 188 OF THE COMPANIES ACT, 2013

Pursuant to provisions of Section 134 of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules
2014, the Particulars of contracts of Arrangements entered
into by the Company with Related Parties have been done
at Arm's Length and are in the ordinary course of business.
The Policy on Related Party Transactions is available at the
website of the Company and the link for the same is 'https://
chordiafoods.com/wp-content/uploads/2021/04/RELATED-
PARTY-TRANSACTIONS-POLICY.pdf

The Particulars of the transactions so entered with Related
Parties have been provided in Form No. AOC - 2 attached
herewith as Annexure II.

21. MATERIAL CHANGES AND COMMITMENTS BETWEEN
THE DATE OF THE BALANCE SHEET AND THE DATE
OF REPORT AND SIGNIFICANT/MATERIAL ORDERS
PASSED BY THE REGULATORS.

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

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

The information on Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo
stipulated under Section 134(3) (m) of the Companies Act,

2013 read with Rule 8 of the Companies (Accounts) Rules,

2014 is as follows

A. Conservation of Energy and Technology Absorption:

a) The Company's operations involve very low energy
consumption. Wherever possible energy conservation
measures have been implemented and there are no
further areas where energy conservation measures can

be taken. However, efforts to conserve and optimize the
use of Energy through improved Operational methods
and other means will continue.

b) The Company has no collaborations and is engaged in
the business of providing services in connection with
Food Infrastructure facilities.

B. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo during the Financial
Year was ' Nil

23. RISK MANAGEMENT POLICY

The Company has formulated various policies and
procedures to face the risks and challenges affecting
the Business of the Company. The Company has a
Risk Management Policy in place and is being reviewed
regularly. Various risks such as financial risk arising out of
the operations, increased competition in the sectors/areas
of the Company, business conditions in the markets and
other risks have been identified and taken into account while
formulating policies. The Directors get themselves trained
and educated on various risks factors. Periodic reviews are
also being taken to improve the same.

24. NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of Nomination and
Remuneration Committee framed the policy for selection and
appointment of Directors, KMP's and Senior Management
Personnel and their remuneration. The same is available on
Company's website on the link https://chordiafoods.com/wp-
content/uploads/2021/04/REMUNERATION-POLICYpdf.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility Policy)
Rules, 2014 in respect of CSR activities are not applicable
to the Company. The Company voluntarily also has not
undertaken any CSR activity.

26. BOARD EVALUATION

Pursuant to the provisions of the Section 134 (3) (p) of the
Companies Act, 2013, Rules there under and Regulation
17 (10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the
working of its Audit, Nomination and Remuneration and
other statutory committees. Performance evaluation has
been carried out as per the Nomination and Remuneration
Policy available on the Website of the Company.

27. CHANGE IN THE NATURE OF BUSINESS, IF ANY.

There is no change in the nature of Business of the Company
during the financial year under Report.

28. DIRECTORS PROPOSED TO BE RE-APPOINTED AT
THE ENSUING ANNUAL GENERAL MEETING

Mr. Pradeep Chordia [DIN: 00389681], retires by rotation
at the ensuing Annual General Meeting and being eligible,
offers himself for re-appointment as a Director of the
Company.

The necessary resolution for his reappointment as the
Director of the Company is proposed for the approval of the
Members in the ensuing Annual General Meeting.

29. COMPOSITION OF COMMITTEES

The Company has constituted Audit Committee, Nomination
and Remuneration Committee and Stakeholders
Relationship Committee under the provisions of the

Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The same are
duly constituted and the details of the same are given in the
Corporate Governance Report annexed to this Report.

30. PARTICULARS OF EMPLOYEES

Particulars of Employees and information pursuant to
Rule 5 of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given in Annexure III.

31. SIGNIFICANT ORDERS PASSED BY REGULATORS,
COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANY'S OPERATIONS

There are no significant and material orders passed by
the Regulators or Courts or Tribunals impacting the going
concern status and Company's operations in future.

32. CASH FLOW

The Cash Flow Statement for the Financial Year ended 31^st
March, 2024 is attached to the Financial Statements.

33. ENVIRONMENTAL, SOCIAL AND GOVERNANCE [ESG]

The Company at present is engaged in the Business of
providing Infrastructure facilities mainly for Food Industry.

The Company is committed to doing business in a
responsible and sustainable manner with the highest
standards of integrity. The Company is focused on achieving
the ESG causes with initiatives like responsible usage of
energy & water, control of pollution, effective plastic and
paper waste management, protection of human rights and
employee's rights, engagement with the stakeholders, and
social welfare.

The Company in its course of Business undertakes the
best Corporate practices and strongly believes in complete
transparency to its stakeholders.

34. CORPORATE GOVERNANCE

In terms of Regulation 34(3) of SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015, a separate
report on Corporate Governance is provided together
with a Certificate from the Secretarial Auditors of the
Company regarding compliance of conditions of Corporate
Governance as stipulated under Listing Regulations. The
same is attached herewith as Annexure - IV. A Certificate
of the CEO/Managing Director and CFO of the Company
in terms of Listing Regulations, inter-alia, confirming the
correctness of the Financial Statements and Cash Flow
Statements, adequacy of the internal control measures and
reporting of matters to the Audit Committee, are part of this
Annual Report.

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

During the Financial Year under Report the Company has
in place Anti-sexual Harassment Policy and also complied
with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and constituted an 'Internal Complaints Committee' to ensure
protection against sexual harassment of women at workplace
and for the prevention and redressal of complaints of sexual
harassment at all the administrative units and offices. During
the Financial Year under Report, there was no instance of
Sexual Harassment of Women at Workplace.

36. SECRETARIAL STANDARDS

During the Financial Year under Report, the Company
has complied with all applicable mandatory Secretarial
Standards issued by Institute of Company Secretaries of

India, and approved by the Central Government u/s 118(10)
of the Companies Act, 2013.

37. STATEMENT REGARDING INDEPENDENT DIRECTORS

The Board of Directors is of the opinion that the Independent
Directors including the Independent Director appointed during
the financial year holds the highest standards of integrity
and possess necessary expertise and experience including
proficiency in the field in which the Company operates.

38. PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

There is no application made by the Company under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) [IBC]
nor there are any proceeding pending under IBC.

39. DETAILS OF VALUATION DONE BY THE COMPANY
IN TERMS OF RULE 8(5)(xii) OF THE COMPANIES
(ACCOUNTS) RULES, 2014

This Clause is Not Applicable to the Company.

40. DEMATERIALISATION OF EQUITY SHARES

As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/
CIR/P/2018/73 dated 20^th April, 2018 the Shareholders
holding Shares in Physical Form are required to submit
their copies of PAN Card and Bank Account details. The
Shareholders holding the Shares in Physical Form are
requested if not already done, to forward the same to the
Registrar & Share Transfer Agents - Satellite Corporate
Services Private Limited at the earliest. Please note that no
transfer of Shares is allowed in Physical Form.

41. APPRECIATION

Your Directors wish to place on record their sincere
appreciation of the continued support from the Company's
Shareholders, Bankers, valued Customers, Distributors and
Suppliers of the Company.

The Directors are also thankful to the officials of the
Government of India, State Governments, Local Authorities
for their continued help and timely assistance extended to
the Company.

By Order of the Board of Directors
For Chordia Food Products Limited

Pradeep Chordia

Place: - Pune Chairman & Managing Director

Date: 13^th August, 2024 [DIN: 00389681]