Your Directors have pleasure in presenting the 34^th Annual Report, together with the
audited statement of accounts of the Company for the year ended 31^st March, 2024.

1. Statement of Company Affairs:

a. Financial Results & Performance:

The performance of the Company for the financial year ended 31^st March, 2024 is
summarized as below:

The Company was in its 34^th year of its operations. During the year under review, there was
no business operations in the Company. However, the Gross Revenue of the company
reduced to Rs. 42.6 Lacs as compared to Rs. 54.1 Lacs in the previous year. Further, the
Company incurred a loss of Rs. 27.7 Lacs as compared to a loss of Rs. 45.1 Lacs during the
Previous Year. The Directors are hopeful of better performance in the next year.

b. Transfer to Reserves:

The company has not transferred any amount to General Reserve of the Company during
the financial year under review.

c. Dividend:

Due to the losses incurred by the Company, no dividend is recommended on the equity
shares of the Company for the year ended 31^st March, 2024.

d. Material changes and commitments affecting the financial position of the Company
which have occurred between the end of Financial Year of the Company to which the
Financial Statements relate and the date of the report:

Mrs. Mandeep Grewal [DIN: 03614401], Independent Director of the company resigned from
the post of Independent Director of the Company w.e.f. 14^th August, 2024, and the Board
accepted the same in its meeting held on 14^th August, 2024. Further, the period of office of Mr,
Gurprit Singh as Managing Director is expiring on 30^th August, 2024 and the Nomination &
Remuneration Committee & the Board proposed for his re-appointment as Managing Director foi
a further period of 3 years w.e.f. 31^st August, 2024. The period of office of Mr. Lilanshu Arora
[DIN:07187329] expired on 31^st March, 2024 and he was re-appointed as an Independent
Director of the Company for his second term w.e.f. 1^st April, 2024 after obtaining the approval
of shareholders through postal ballot

Further there were no material changes affecting the Financial Position of the company
which occurred between the end of the financial year till the date of the board report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT. REVIEW OF OPERATIONS DURING
THE YEAR & FUTURE PLANS

(i) Industry structure and developments.

The global frozen foods market is in a state of moderate, yet constant expansion. Frozen
foods are high on the convenience quotient, and hence the adoption of frozen foods will
continue to be observed in areas where urbanization is gathering pace. The market
research report on the global frozen food market takes a granular look at the many
influencing factors that are steering the growth. The report is a result of qualitative and
quantitative research techniques that aim to drill down to the exact factors that are-
driving growth and creating new opportunities for growth.

Mushroom farming is practiced in more than 100 countries and its production is increasing
at an annual rate of 6-7% presently. World production of mushroom is over 25 million tons
as per claims of Chinese Association of edible mushrooms. Indoor cultivation of
mushrooms utilizes the vertical space and is regarded as the highest protein producer per
unit area and time - almost 100 times more than the conventional agriculture and animal
husbandry. This high tech horticulture venture has a promising scope to meet the food
shortages without undue pressure on land. In India, mushroom production shot up from
near 38000 tons in 1997 to over 1,30,000 at present. India produces about 600 million
tons of agricultural waste annually and a major part of it are left out to decompose
naturally or burnt in citu. This can effectively be utilized to produce highly nutritive food
unlike mushrooms and spent mushroom substrate can be converted into organic manure
for field crops. Mushroom growing is highly labour oriented venture and two factors, i.e,
availabilities of raw material and labour make mushroom growing economically profitable
in India.

On the export front also, for the first time during 1994 India not only figured in the US
imports but emerged as the 2 ^nd largest exporter of the canned mushrooms replacing
Taiwan. Now a few commercial mushroom units are exporting canned mushrooms to the
Americans, European and other countries regularly.

(ii) Opportunities and Threats

Foods and vegetables - fast growing sector

Fruits and vegetables are one of the most important and fast growing sub-sectors of the
food processing industry. Over the last few years, there has been a positive growth in
ready-to-serve beverages, fruit juices and pulps, dehydrated and frozen fruits and
vegetable products, tomato products, pickles, convenience veg spice pastes, processed
mushrooms and curried vegetables. The demand has increased because of the factors like
consumption by nuclear families, working women, students and single employees staying
alone. There are abundant opportunities in expanding the export market because of good
international demand for certain fruits and vegetable products. The Indian food processing
industry is primarily export oriented. India’s geographical situation gives it the unique
advantage of connectivity to Europe, the Middle East, Japan, Singapore, Thailand, Malaysia
and Korea.

Macro-economic as well as industry specific (FMCG and Packaged Food) indications point
to enduring buoyancy in the domestic market, while the international geographies in which
your Company operates are likely to be stable as well.

Changing demographics (young, higher disposable income, experimental, urbanization,
willingness to spend) further fuelled by trends like a greater awareness of health and
nutrition on one hand and more hedonism (especially the new 'affluent' generation) is
rapidly enlarging the opportunity.

Frozen Finger Chips:

The market of processed potato products is growing at the rate of 15% to 20% per annum.
The estimates of trade sources and sector studies indicate a market share of about 30% of
potato based products in total 2400 crores snack food market.

Domestic Market:

The Frozen French fries market in India is in a nascent stage but is growing at a rate of
about 25% per year. The percent organized market for frozen French- fries in India is
estimated at over 3500 tons/annum, mostly contributed by imported French Fires. The
estimated domestic production of French fries is about 500 MT.

Mushrooms:

Development trends of Mushroom industry is based on the increasing consumer
consciousness and demand for nutritious quality and organic products in domestic and
international market. Increasing interest in protection of environment from the industrial
pollution and environment friendly progress in mushroom production and processing
technologies resulting in tremendous growth in the productivity and production of
mushrooms.

Strength

Mushrooms are grown seasonally as well as state-of-art environment controlled Crop room
in the commercial units. It is highly labour oriented venture and labour availability is no
constraint in the vicinity of Tarai Foods and two factors that is availabilities of raw
materials and labour make mushroom growing economically profitable in this region.
Moreover, Tarai Foods Ltd. Rudrapur is located in the bowl of raw materials like Wheat
Straw, Sugar cane Bagasse & Chicken Manure required for composting. Besides, the
moderate climate of the Tarai region is well suited to mushroom production as
temperature does not as high alike other parts of the country.

Aware ness about food and medicinal values of mushrooms increasing quantitative use of
mushrooms in the country thus creating better market for a product like fresh and
processed mushrooms. There is increasing market for value added products like pickles or
soup powder of mushrooms.

Threats

• Uncontrolled price structure

When there is a glut in the market, the price of certain food items falls down
considerably but as the demand increases or there is shortage of those food items in
the market the price rises up with a vast variation. Thus there is always an
uncertainty in market prices of most of the food items which reduces the amount of
net profit and this discourages the manufacturers/ producers of these food items.
This problem gets aggravated during peak production months, also because there is
no minimum support price from the Govt.

• High transportation charges:

Although, agro and animal wastes are available in plenty in India but their
availability are not evenly distributed. Due to diversified climate and topography of
land, different kinds of crops are raised in different parts of the Country and
production/ manufacture have to pay heavy transport charges. The hike in
diesel/petrol prices from time to time aggravates this problem.

• Competition: e.g. -Availability of canned Chinese mushroom at lower price.

• Unorganized production and sale particularly by seasonal farmers resulting in glut in
market during winter months. This results in price cut in the period.

• Lack of modern facilities to produce quality compost, casing material spawn and
processed products. TFL is going to improve its facilities in this regard.

To address these risks, the Company has a single point source supplier of
Frozen/IQF [Individually Quick Frozen products to the customers as per their
requirements with high quality products at a lower cost. Though the competition is
fierce, the goodwill and the quality of the products offered by the Company are

great plus factors and the Company expects to overcome the competition. The
Company had expanded its product line both horizontally as well as vertically.

(iii) Segment wise & Product-wise performance:

The Company operates in a single segment. The product wise performance is as under:

Processed Foods

• Fresh Mushrooms

• Mushroom Spawn

• Compost for Mushroom

Product-wise performance
Sale of Finished Goods

The company has completely diversified in Mushroom growing under controlled
conditions. It has been successful in creating capacities of 6.55 qntl. a day for Mushroom
and is hopeful of expanding it to 1 ton a day in near future.

(iv) Outlook:

Food Processing Industry is of enormous significance for India's development because of
the vital linkages and synergies that it promotes between the two pillars of the economy,
namely Industry and Agriculture. The growth potential of this sector is enormous and it is
expected that the food production will double in the next 5 years and the consumption of
value added food products will also grow at a fast pace. This growth of the Food Processing
Industry will be of immense benefits to the economy, raising agricultural yields, meeting
productivity, creating employment and raising the standard of very large number of people
throughout the Country, specially, in the rural areas. Economic liberalization and rising
consumer prosperity is opening up new opportunities for diversification in food processing
sector.

The nature of the Indian food processing market and the experiences of successful Indian
and MNC players indicate that this sector will grow substantially in future because of the
following reasons:

1. Effective distribution network and supply chain

2. Product range that is customized to suit local market requirements.

3. Superior processing technology

4. Brand building and marketing

Management is consistently keeping close watch on the changing market scenario and the
business strategy is reviewed regularly for achieving a consistent growth by meeting the
tough international competition successfully.

(v) Risks and concerns:

Every business has inherent risks involved in it operations, which may be either external or
internal. The external factors are market competition, availability of cheaper substitute
products, Government policies regarding power tariffs and ongoing political and economic
changes in the importing Country. The Company may not have much control over such
factors; however it is important to address these risks & concerns to mitigate their overall
impact on the business. Formal risk assessment and Management approach along with the
regular monitoring mechanism in the Company ensures that these risks are duly addressed
and well managed. High focus on safety of plant, its premises and people continuity and
proactive Management of related business environment are essential for the risk
management in the overall supply chain and business in general.

(vi) Internal control systems and their adequacy.

The Company has an adequate system of internal controls to ensure that all activities are
monitored and controlled as well as transactions are authorized, recorded and reported
correctly. The Company ensures adherence to all internal control policies and procedures
as well as compliance with all regulatory guidelines, which are supplemented by internal
audit regularly.

The Audit Committee of the Board meets on quarterly basis and reviews the internal
control systems as well as financial statements.

(vii) Discussion on financial performance with respect to operational performance:

The Company has diversified its operations into Mushroom growing in artificially
controlled temperature setting and offers a wide range Frozen and IQF (Individually Quick
Frozen) product range of peas, fruits/ vegetables as per the requirements of the customers,
meeting strict quality & hygiene standards. Canned peas in various shapes and sizes are
also available as per the customer requirement. The Company is a single point source of
supplier of Frozen, IQF, products to the customers as per their requirements.

(viii) Material developments in Human Resources / Industrial Relations front,
including number of people employed

The Company lays due emphasis on sound Human Resource Management practices and
appraisal systems with focus on cordial employee relations to ensure higher level of
productivity and operational efficiency. Adequate efforts have been made to strengthen
and develop its human resources as a key strength through continuous training inputs and
focused development plan. As on 31^st March 2024, the total numbers of permanent
employees in the Company were 12.

The belief that 'great people create great organizations’ has been at the core of the
Company's approach to its people. We continued to make significant investments for
training in the areas of marketing excellence, customer service and building capabilities
for organized retail trade.

(ix) Details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with detailed
explanations therefor:

(x) Details of any change in Return on Net Worth as compared to the immediately
previous financial year along with a detailed explanation thereof:

The company settled its long terms dues in the previous financial year, financial costs
related to such borrowings were written back to the extent they were unpaid, hence it
amounted to a substantial increase in the income during the previous year and resultantly,
there has been a substantial change in the Return on Net worth as compared to previous
financial year.

2. Key Changes during the year:

1. Changes in the Nature of business: NIL

2. Changes during the year in Directors and KMP: Mr. Gurprit Singh Sandhu, retires at
the ensuing Annual General Meeting and offered himself for re-appointment Mrs. Kiran
Sandhu (DIN: 00053879) attained the age of 75 years in February, 2024 and as
required under SEBI Regulations, she is proposed to be confirmed as the Non¬
Executive & Non Independent Director of the Company in the ensuing 34^th Annual
General Meeting of the Company.

3. Changes in the Subsidiaries, Joint Venture and Associate Company: The

Company did not make any subsidiaries, Joint Ventures and Associate Company
during the financial year under review.

4. Details of Significant & material order passed by the regulators or Courts or
Tribunal impacting the Going Concern status & Company's operation in future:

During the year under review, no significant or material order has been passed by
the regulators, courts or tribunals impacting the going concern status and
company's operation in future.

5. Reclassification of person belonging to the "Promoter Group" from the
"Promoter Group" category to "Public Group" category.

During the year under review, the Members have passed the resolution for re¬
classification of Mr. Anand Rungta and Mr. S Inder Partap Singh who were holding
700 and 1,90,000 shares respectively from "Promoter Group" category to "Public
Group" category. However, the Company was not able to comply with the
requirements of the SEBI (Listing Obligations and Disclosure Requirements]
regulations, 2015 and the said application is still pending.

3. Directors:

The Board of Directors of the Company is duly constituted as on 31^st March, 2024 as per the
provisions of the Companies Act and SEBI (LODR] Regulation, 2015.

a. Composition and Meetings of the Board:

The Board Comprises of Mr. Gurprit Singh Sandhu (DIN: 00053527], Mr. Lilanshu Arora
(DIN: 07187329], Mrs. Kiran Sandhu (DIN: 00053879], Mr. Satish Kumar (DIN: 09360435],
Mr. Bhupender Singh Johal (DIN: 01983665] and Mrs. Mandeep Grewal (DIN: 03614401]
as at the end of the Financial Year 31.03.2024. Duringthe year under review, the Board met
four times on 30.05.2023, 10.08.2023, 14.11.2023, and 14.02.2024, in respect of which
proper notices were given and the proceedings were duly recorded. The maximum time
gap between any two board meetings is as per the provisions of the Companies Act, 2013
read with SEBI (Listing Obligations & Disclosure Requirement] Regulations, 2015. The
details of the Composition of the Board and attendance of Directors in Board & General
Meetings are given separately in the Corporate Governance report annexed separately.

b. Composition and Meeting of Audit Committee:

The Audit Committee is duly constituted as at end of the financial year. The Audit
Committee comprises of Mr. Lilanshu Arora (DIN: 07187329], Mrs. Kiran Sandhu (DIN:
00053879], Mr. Satish Kumar (DIN: 09360435], Mr. Bhupender Singh Johal (DIN:
01983665] and Mrs. Mandeep Grewal (DIN: 03614401] as its members. During the year
under review the Audit Committee met four times in the financial year on 30.05.2023,
10.08.2023,14.11.2023, and 14.02.2024. The details of the attendance ofthe Members who

attended the meetings and terms of reference and other details are given separately in the
Corporate Governance report annexed separately.

c. Composition and Meeting of Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Mr. Lilanshu Arora (DIN:
07187329), Mrs. Kiran Sandhu (DIN: 00053879), Mr. Satish Kumar (DIN: 09360435), Mr.
Bhupender Singh Johal (DIN: 01983665) and Mrs. Mandeep Grewal (DIN: 03614401) as the
members of the Committee as at the end of the financial year. The Nomination and
Remuneration Committee met four times on 30.05.2023, 10.08.2023, 14.11.2023 and

14.02.2024 during the financial year. The details of the attendance of the Members who
attended the meetings and terms of reference and other details are given separately in the
Corporate Governance report annexed separately.

d. Composition and meeting of Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of Mr. Lilanshu Arora (DIN:
07187329), Mrs. Kiran Sandhu (DIN: 00053879), Mr. Satish Kumar (DIN: 09360435), Mr.
Bhupender Singh Johal (DIN: 01983665) and Mrs. Mandeep Grewal (DIN: 03614401) as the
members of the Committee as at the end of the financial year. The Stakeholder Relationship
Committee duly met four times on 30.05.2023, 10.08.2023, 14.11.2023 and 14.02.2024
during the financial year. The details of the attendance of the Members who attended the
meetings and terms of reference and other details are given separately in the Corporate
Governance report annexed separately.

e. Declaration by Independent Directors and their meeting:

The Company has received the requisite declarations under section 149(7) of the
Companies Act, 2013 read with the SEBI (Listing Obligations & Disclosure Requirement)
regulations, 2015 from each of the Independent directors at the start of the Financial Year
stating that they meet the criteria of independence as mentioned under Section 149(6) of
the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (LODR) Regulations, 2015.
During the year under review, One (1) separate meeting of Independent Directors of the
Company was held on 14.02.2024.

f. Familiarization & Training Programme for Independent Directors:

The Company had provided suitable training to all the independent directors of the
Company and to familiarize them with the Company, the business model, the socio¬
economic environment in which the Company operates, the operational and financial
performance of the Company. The familiarization Programme also seeks to update the
Independent Directors with their roles, rights, responsibilities, duties under the Act and
other statutes.

g Formal Annual Evaluation of Board of its own performance and that of its
Committees and Directors:

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out
an annual performance evaluation of its own performance, its committees and the
individual directors. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.

h .Policy on Director's appointment and remuneration:

The current policy is to have an appropriate mix of executive & non-executive and
independent directors to maintain the independence of the board and separate its
functions of governance and management The policy of the Company on Directors
appointment and remuneration including the criteria for determining the qualifications,
positive attributes, independence of a Director and other matters as provided under
Section 178(3) of the Companies Act, 2013 is as per the terms laid down in the Nomination
& Remuneration policy of the Company.

i. Statement Regarding opinion of Board with regard to integrity, expertise and
experience (including the proficiency) of Independent Director appointed during the
year:

N.A.

4. Auditors:

a. Statutory Auditors:

M/s Sunil Vashisht & Co., Chartered Accountants (FRN: 005016N) having Office at R-8,
South Extension Part-2, New Delhi - 110049 were appointed as the Statutory Auditors of
the Company for a period of 5 years in the 33^rd Annual General Meeting held on 26^th
September, 2023 to hold office till the conclusion of 38^th Annual General Meeting of the
Company at such remuneration and out of pocket expenses or other expenses as may be
mutually decided by the Board of Director and Statutory Auditor of the Company.

Reporting of frauds by auditors:

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

There are no explanations or comments given by the Board as the report given by auditors
of the Company doesn't contain any qualification, reservation or adverse remarks.

b. Secretarial Audit:

The Board appointed M/s Santosh Kumar Pradhan, Practicing Company Secretary as the
Secretarial Auditor to conduct the secretarial audit of the Company for the Financial Year
ended 31^st March, 2024. The secretarial audit report as required under section 204 of the
Companies Act, 2013 is annexed as Annexure 1 and forms part of this report.

Comments of Secretarial Auditor and Board's explanation:

Comments of Secretarial Auditor:

The Secretarial Auditor of the Company has given following comments in his report for the
financial year 2023-24:

a) The Company has not submitted the outcome of the Board Meetings held on 30.05.2023,

10.08.2023 & 14.11.2023 to Stock Exchange within the stipulated time period.

b) The Company has not submitted the details of investor complaints for the Quarter ended

31.03.2024 to Stock Exchange within the stipulated time period.

c) The Company has not uploaded the requisite details as required under Regulation 46 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the website of
the Company.

d) The Company has not maintained 100% promoter holding in demat mode.

e) The Company has not published Quarterly and Annual financial results in newspaper as per
Regulation 47 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
during the Financial Year 2023-24.

f) The Company has not obtained the Shareholders approval for continuation of appointment
of Mrs. Kiran Sandhu on the Board of the Company on attaining the age of 75 years as
required under Regulation 17(1A) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

g) The Company has not submitted the details of Related Party Transactions reports to Stock
Exchange for the half year ended 31.03.2023 and 30.09.2023 within the stipulated time
period.

h) The Company has not submitted Compliance Certificate under Regulation 7(3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the period

31.03.2024 with the Stock Exchange.

i) The Company has not provided the intimation of Board Meeting for approval of financial
results for the year ended 31.03.2024 within the stipulated time period as required under
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to
the Stock Exchange.

j) The Company has not approved the financial statement for the year ended 31.03.2024
within the stipulated time period as required under Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

k) The DIR-3_KYC Forms was not filed for Mrs. Kiran Sandhu and Mrs. Mandeep Grewal
during the Financial Year 2023-24;

l) The company has not filed Forms DIR-12 for Regularization of Independent Directors
required to be filed with the Registrar of Companies for the resolutions passed in the
Annual General Meeting held on 26.09.2022;

m) The company has not filed the Form MGT-14 for approval of balance Sheet for the year
ended 31.03,2024 and for the appointment of Secretarial Auditor for the Financial Year
ended 31.03.2024,

n) The Company has not filed its Financial Statements and Annual Return with the Registrar
of Companies for the financial year ended 31.03.2022 and 31,03.2023.

o) The Company does not have a Whole Time Key managerial Personnel in the Category of
Chief Financial Officer (CFO) pursuant to the provisions of Section 203 of Companies Act,
2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

p) The Financial Results submitted to Stock Exchange has been signed by the Company
Secretary of the Company instead of Chairperson or Managing Director of the company for
the quarters ended 31.03.2023, 30.06.2023 and30.09.2023.

Board’s Explanation:

Board of Director's explanation to such comments is as follows:

Due to scarcity of funds, non-availability of resources, low business operations and other
unavoidable circumstances, the company was not able to appoint CFO in the company, file
the requisite forms with ROC and meeting other statutory compliances as indicated by
secretarial auditor in its report. However, the Company shall ensure to comply with all the
requirements in times to come.

Disclosure about Cost Audit and Maintenance of Cost Records:

The provisions of the cost audit and maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, is not
applicable on the Company and accordingly such accounts and records are not required to
be made and maintained.

5. Annual Return:

The Companies (Amendment] Act, 2017 has replaced the requirement of annexing Extract
of Annual Return (MGT-9) with the Annual Report and provides for company to place the
copy of Annual Return on the website of the company, if any. Hence, the draft of Annual
Return is available on the website of the company www.taraifoods.in.

6. Vigil Mechanism: fWhistle Blower Policy]

A Vigil Mechanism / Whistle Blower Policy, pursuant to the provisions of Section 177(9] of
the Companies Act, 2013 was approved by the Board. The vigil mechanism shall provide for
adequate safeguards against victimization of employees and directors who avail of the vigil
mechanism and also provide for direct access to the Chairperson of the Audit Committee, in
exceptional cases.

Mr. Manjit Singh, Plant manager was appointed as the Vigilance Officer to hear the
grievances of the employees with any person in the company and take steps to resolve the
issues amicably and report the same to the Managing Director of the Company and offences
of serious nature may be brought to the attention Mr. Lillanshu Arora, Chairman of the
Audit Committee of the Company who shall after hearing the concerned person award

appropriate punishment to the offender.

7. Deposits:

During the year under review, your company has not accepted any public deposits in terms
of the provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit] Rules, 2014.

8. Loans. Guarantees or investments:

The details of loans given, guarantees provided & investments made by the Company are
shown in the Notes to Accounts of the Financial Statements.

9. Contracts and arrangements with related parties:

The Company has not entered into any contracts and arrangements with related parties
referred to in sub section (1] of Section 188 of the Companies Act, 2013 and hence the
Form AOC-2 is not required to be annexed.

10. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility are not applicable on the Company.

11. Risk Management Policy:

Every business has inherent risks involved in it operations, which may be either external or
internal. The external factors are market competition, availability of cheaper substitute
products, Government policies regarding power tariffs and ongoing political and economic
changes in the importing Country. The Company may not have much control over such
factors; however it is important to address these risks & concerns to mitigate their overall
impact on the business. Formal risk assessment and Management approach along with the
regular monitoring mechanism in the Company ensures that these risks are duly addressed
and well managed. High focus on safety of plant, its premises and people continuity and
proactive Management of related business environment are essential for the risk
management in the overall supply chain and business in general.

12. Internal Financial controls Systems and Their Adequacy:

The Company has an adequate system of internal controls to ensure that all activities are
monitored and controlled as well as transactions are authorized, recorded and reported
correctly. The Company ensures adherence to all internal control policies and procedures
as well as compliance with all regulatory guidelines, which are supplemented by internal
audit regularly.

The Audit Committee of the Board meets on quarterly basis and reviews the internal
control systems as well as financial statements.

13. Share Capital:

The Company has only one kind of Shares i.e. Equity shares with same voting rights. The
Company has not issued any sweat equity shares during the financial year under review.
The Company has not issued any further shares during the financial year under review.
Further, during the year under review, the Company has not made any offer to buy back its
shares.

14. Particulars of Employees:

Information in accordance with the provisions of Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed as Annexure 2 and forms part of this report.

15. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and
Outgo:

Information in accordance with the provisions of Section 134 of the Companies Act, 2013,
read with the Companies (Accounts) Rules, 2014 regarding conservation of energy,
technology absorption and Foreign exchange earning & outgo of the Company were given
as per Annexure 3 to this report.

16. Corporate Governance report:

A Comprehensive report on Corporate Governance as stipulated under Regulation 34(3) of
the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is attached to
this report.

Your Company has obtained a certificate from the Statutory Auditor regarding the
compliance of conditions of Corporate Governance as stipulated under Schedule V (E) the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the same is
annexed.

17. Code of Conduct for Prevention of Insider Trading:

Your Company’s Code of Conduct for Prevention of Insider Trading covers all the Directors,
senior management personnel, persons forming part of promoter(s)/promoter group(s)
and such other designated employees of the Company, who are expected to have access to
unpublished price sensitive information relating to the Company. The Directors, their
relatives, senior management personnel, persons forming part of promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in the
shares of the company while in possession of unpublished price sensitive information
about the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the revised Code of Conduct to Regulate,
fair disclosure, Monitor and Report Trading by Insiders in line with SEBI (Prohibition of
Insider Trading) Amendment Regulation, 2018.

18. Disclosure under the Sexual Harassment of Women at workplace (Prevention.
Prohibition and RedressaH Act. 2013:

The details are as follows:

1. Number of Complaints of Sexual Harassment received in the year: Nil

2. Number of Complaints disposed during the year: N.A

3. No. of cases pending for more than ninety days: Nil

4. No. of workshops or awareness Programme against Sexual harassment carried out:

Nil

5. Nature of action taken by the employee or District officer: N.A

The Company is in the process of constituting Internal Complaints Committee under Sexual
Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013.
The Internal Complaints Committee will provide adequate safeguard against Sexual
Harassment Complaints and will provide direct access to the Chairperson of the Internal
Complaints Committee. It will take steps to resolve the issues and after hearing the
concerned person award appropriate punishment to the offender.

19. Disclosure about application made or proceeding pending under the Insolvency
and Bankruptcy Code. 2016:

During the year under review, neither any application has been made nor are any
proceedings pending against the company under the Insolvency and Bankruptcy Board of
India.

20. The details of difference between amount of the time of one time Settlement and
the Valuation done while taking loan from the Bank or Financial Institutions along
with the reasons thereof

No such event has occurred during the year under review.

21. Disclosure under Secretarial Standard:

The Company complies with the provisions of applicable Secretarial Standards in respect of
the convening of the Board & General Meetings.

22. Disclosure of certain types of agreements binding the listed entities

The company has not entered into any agreement with its shareholders, promoters,
promoter group entities, related parties, directors, key managerial personnel, employees of
the company which is not in the normal course of it and directly or indirectly or potentially
or whose purpose and effect is to, impact the management or control of the company or
impose any restrictions or any liability upon the company.

Further, neither of its shareholders, promoters, promoter group entities, related parties
directors, key managerial personnel or employees has informed the company about any
agreement either among themselves or with the third party which directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the
company or impose any restrictions or any liability upon the company.

23. Disclosure for Investor Education and Protection Fund

There were no unpaid/unclaimed dividend declared or paid last year. The provisions of
section 125 of the Companies Act, 2013 do not apply.

24. Directors' Responsibility Statement:

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

1. In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

2. The Directors had selected such accounting policies and applied them consistently, and
made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for that period;

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

4. The Directors had prepared the annual accounts on a 'going concern' basis; and

5. The directors had laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.

6. 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.

25. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE). The listing fee for the financial
year 2023-24 has been paid by Company to BSE till the date of this report.

APPRECIATION:

We wish to convey our sincere thanks to the Shareholders and various agencies of the
Central Government, State Governments, Financial Institutions, Company’s Banker and
Business Associates for their continued cooperation extended to the Company. We also
wish to record our deep appreciation of the contribution made by the employees at all
levels.

Place: Rudrapur By Order of the Board

Date: 14.08.2024 Tarai Foods Limited

Mr. G.S. Sandhu