Your directors have pleasure in presenting the 42^nd (Forty Second) Director's Report of your
Company together with the Audited Statement of Accounts and the Auditors' Report of your
company for the financial year ended, 31^st March, 2024.

The summary of operating results for the year is given below.

1. FINANCIAL HIGHLIGHTS (Rs. in Thousand)

There was only interest of fixed deposit of Rs. 6,750/-, other than that there is no income in the
Company.

2. STATE OF COMPANY'S AFFAIRS

As reported in previous five annual reports via 2019-20, 2020-21, 2021-22, 2022-23 and
2023-24 the factory was closed since 30^th June, 2019. The Company has sold/ disposed off the
assets last year. In view of this, there is no business transaction by the Company during the
year. During the year under review, the total Income of the Company was Rs. 6750/- against
Rs. 6.40 Lakh in the previous year. The Company has incurred loss of Rs. 21.91 lakh
compared to loss of Rs. 20.61 Lakh in the previous year.

During the year, New Management has taken over the business affairs of the company from the
previous management.

The board is hopeful for increase in performance of the company.

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) ft) OF THE COMPANIES
ACT, 2013

During the year, due to loss in the Company, the Board of Directors proposed to carry Nil
amount to General Reserve Account.

4. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF

FINANCIAL YEAR

There have been no material changes and commitments, if any, 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 the report.

5. DETAILS OF SUBSIDIARY/ IOINT VENTURES/ ASSOCIATE COMPANIES

No company has become or ceased to be Subsidiary Company, Joint Venture Company or
Associate Company during the year.

6. CHANGE IN THE NATURE OF BUSINESS

During the Financial Year 2023-2024 your Company has not commenced any new business.

7. CHANGES IN SHARE CAPITAL

The issued, subscribed and paid-up Equity Share Capital of the Company as on March 31,
2024 was ? 59,75,000/- (Rupees Fifty-Nine Lakh and Seventy-Five Thousand Only)
comprising of 5,97,500 (Five Lakh Ninety-Seven Thousand and Five Hundred) Equity Shares
of ? 10/- (Rupees Ten Only) each.

The Company has not issued any Equity Shares during FY 2023-2024. There was no
change in Share Capital during the year under review.

8. MANAGEMENT DISCUSSION & ANALYSIS

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2)
of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015, forms part of this report and it deals with the Business Operations and
Financial Performance, Research & Development Expansion & Diversification, Risk
Management, Marketing Strategy, Safety & Environment, significant changes in key
financial ratios etc. in "Annexure-A”.

9. MEETINGS OF THE BOARD OF DIRECTORS / COMMITTEES / SHAREHOLDERS

The gap between two Board meetings did not exceed four months. The schedule of Board/
Committee meetings is communicated in advance to the directors/ committee members to
enable them to plan their schedules and to ensure their meaningful participation in the
meetings. The Board met EIGHT times in financial year details of which are summarized
as below:

Shareholders Meeting:

Annual General Meeting of the company was held on 16.09.2023 & Extra ordinary
General Meeting of the company was held on 22.02.2024 during the year.

10. CORPORATE GOVERNANCE

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance
with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) & para-C, D &
E of Schedule V are not applicable to the Company as paid-up share capital doesn't exceed
Rs. 10 Crore and Net Worth doesn't exceed Rs. 25 Crore, as on the last day of previous
financial year.

11. DIVIDEND

In view of loss, the Directors do not recommend any Dividend for the year under review.

12. DEPOSITS

Your Company has not accepted any deposits from the public within the meaning of Section
73 and 74 of the Companies Act, 2013 and read with the Companies (Acceptance of Deposits)
Rules, 2014 for the year ended March 31, 2024.

13. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK
MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION
THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE
BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

There is an adequate risk management infrastructure in place capable of addressing risks
that the organization faces such as strategic, financial, market, property, IT, legal, regulatory,
reputational and other risks those have been identified and assessed.

14. LISTING

The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the year 2023-24.

15. PERFORMANCE EVALUATION OF BOARD

The Board of Directors has carried out an annual evaluation of its own performance, its
Committees and Individual Directors pursuant to the requirements of the Companies Act,
2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and schedule prescribed thereunder. There is no business
transacted by the Company during the year, however the Company is exploring new
business lines. The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the board composition and
structure, effectiveness of Board processes, information and functioning, etc. The
performance of the respective Committees was evaluated by the Board after seeking inputs
from the Committee members on the basis of criteria such as the composition of Committees,
effectiveness of Committee meetings, etc. The above criteria are as per the Performance
Evaluation Policy of the Company approved by the Board of Directors upon the
recommendation of Nomination and Remuneration Committee. As required under
Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of
the Company was also held on 31^st March, 2024 to evaluate the performance of the
Chairman, Non- Independent Directors and the Board as a whole and also to assess the
quality, quantity and timeliness of flow of information between the management of the
Company and the Board. The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of criteria such as the
contribution of the individual Director to the Board and Committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated, on the basis of following evaluation criteria:

• Relevant Knowledge, Expertise and Experience.

• Devotion of time and attention to the Company's long term strategic issues.

• Addressing the most relevant issues for the Company.

• Discussing and endorsing the Company's strategy.

• Professional Conduct, Ethics and Integrity.

• Understanding of Duties, Roles and Function as Independent Director.

Your directors have expressed their satisfaction to the evaluation process.

16. INDEPENDENT DIRECTORS MEETING

During the year under review, Independent Directors met exclusively on 07.11.2023 &
29.01.2024 & 20.03.2024, and discussed inter-alia,

a. Evaluation of performance of Non-Independent Director and the Board of Directors
of the Company as a whole;

b. Evaluation of performance of the Chairman of the Company, taking into views of
executive and Non-Executive Directors;

c. Evolution of the quality, content and timelines of flow of information between the
management and the board that is necessary for the board to effectively and
reasonably perform its duties;

17. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.

18. DIRECTORS & KEY MANAGERIAL PERSONAL

i. Retirement by Rotation:

Mrs. Hemakshi Manan Patel, Director (DIN-07297442), retires by rotation and being
eligible offers herself for re appointment. Pursuant to Regulation 17 of the SEBI (LODR)
Regulations, 2015, details of Director retiring by rotation is provided under explanatory
statement of the Notice of the 42^nd Annual General Meeting.

ii. Appointment of Independent Director:

Mr. BALVEERMAL KEWALMAL SINGHVI (DIN: 05321014), proposed to be appointed as an
Independent Director of the Company w. e. f. 16.09.2024 for the term for five consecutive
years, subject to the resolution to be passed by the Shareholders at the ensuing Annual General
Meeting.

iii. Change of Directors & Key managerial personnel during the year:

During the year, all Existing Directors; Mr. Nirav J. Shah (Managing Director), Mrs. Pushpa J.
Shah (Whole Time Director), Mr. Virendra P. Shah, Mr. Kunal R. Asarpota, Mr. Sunil Parikh &
Mr. Malav J. Shah RESIGNED as Director of the company w.e.f. 20^th March, 2024.

Company Secretary Hiral Dave resigned w.e.f. 16^th February, 2024.

Mr. Pradip R. Shah resigned as Chief Financial Officer of the company w.e.f. 20^th March, 2024.

Mr. MANAN RAJESH PATEL was appointed as an Additional Director w.e.f. 07^th November,
2023.

Mrs. HEMAKSHI MANAN PATEL (Managing Director), Mr. RAJESH CHINUBHAI SUTARIA, Mr.
ADVAIT SATYAVIKAS JOSHI and Mr. ROHITKUMAR MEHRCHAND BHANDARI appointed as
Director of the company w.e.f. 18^th January, 2024.

Mr. MANAN RAJESH PATEL was appointed as Chief Financial Officer of the company appointed
w.e.f. 30^th May, 2024.

19. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12)
of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure - B” to this report.

20. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as "Annexure - C” to this
Report.

21. STATUTORY AUDITORS

M/s. Keshri & Associates, Chartered Accountants, Ahmedabad (Firm Registration No:
0310006E) were appointed as a Statutory Auditors of the Company on Casual vacancy of the
previous Auditor with the approval of the members at the 41^st Annual General Meeting to
hold office till the conclusion of the 42^nd Annual General Meeting.

They are proposed to be Re-Appointed as the statutory Auditor of the company in this
Annual General Meeting for the Financial year 2024-25 to 2029-30 till the conclusion of
47^th Annual General Meeting.

22. AUDITORS' REPORT

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 or adverse remark.

23. SECRETARIAL AUDITOR

M/s. Maulik Bhavsar and Associates, Practicing Company Secretary has been appointed as
the Secretarial Auditor of the Company for the financial year 2023-24 as required under
Section204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Report
for the financial year ended March 31, 2024 is annexed herewith marked as "Annexure-D”
to this Report. The Secretarial Audit Report contains certain adverse remarks which are
dealt withas under:

24. DETAILS OF FRAUDS REPORTED BY THE AUDITORS

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor have
reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees.

25. COMMITTEES OF THE BOARD

Currently the Board has constituted three Committees:

a) Audit Committee,

b) Stakeholders' Relationship Committee,

c) Nomination & Remuneration committee.

A. AUDIT COMMITTEE

All Members of the Audit Committee have accounting and financial management expertise.
The role of Audit Committee, the powers exercised by it pursuant to the terms of reference,
and the information reviewed by it are in accordance with the requirements as specified in
the Regulation 18 of SEBI (LODR) Regulations, 2015 Companies Act, 2013 and other
applicable laws, if any. Apart from the above, the Audit Committee also exercises the role
and powers entrusted upon it by the Board of Directors from time to time.

The Vice-Chairman & Whole-time Director and Statutory Auditors are the invitees to the
Audit Committee meetings. During the period under review, the Audit Committee met
FIVE times on 12.05.2023, 24.07.2023, 14.08.2023, 07.11.2023 & 12.02.2024 and was attended
by the followingmembers.

B. NOMINATION AND REMUNERATION COMMITTEE

The roles and responsibilities of the Committee are in accordance with the requirements as
specified in the Regulation 19 of SEBI (LODR) Regulations, 2015, Companies Act, 2013 and
other applicable laws, if any. Apart from the above, the Committee also exercises the role
and powers entrusted upon it by the Board of Directors from time to time.

All Members of the Nomination and Remuneration Committee have accounting and
financial management expertise. The role of Audit Committee, the powers exercised by it
pursuant to the terms of reference, and the information reviewed by it are in accordance with
the requirements as specified in the Regulation 19 of SEBI (LODR) Regulations, 2015,
Companies Act, 2013 and other applicable laws, if any. Apart from the above, the Committee
also exercises the role and powers entrusted upon it by the Board of Directors from time to

time.

During the period under review, the Committee met THREE times on 14.08.2023,
07.11.2023 & 29.01.2024 and was attended by the following members.

Remuneration to Directors:

a. The Whole Time Director/ Managing Directors/ Manager/ and/ or Directors get Salary and
Perquisites. Remuneration paid for the year ended 31^st March, 2024 was as under:

The Company has not paid any director remuneration during the year.

The criteria for making payments to the Whole time Directors are:

Salary, as recommended by the Nomination and Remuneration Committee and approved
by the Board and the Shareholders of the Company. Perquisites, retirement benefits and
performance pay are also paid/ provided in accordance with the Company's compensation
policies, as applicable to all employees and the relevant legal provisions.

Remuneration is determined keeping in view the industry benchmarks and situation of the
Company Business.

b. The Non-Executive Directors are not paid sitting fees for attending the meetings of the Board
and Committees.

c. The Company has not paid sitting fees to any Director of the Company.

C. STAKEHOLDER RELATIONSHIP COMMITTEE

The terms of reference of the Committee include reviewing and redressing complaints from
shareholders such as non-receipt of annual report, transfer of shares, issue of duplicate share
certificates, etc.; to oversee and review all matters connected with transfers, transmissions,
dematerialization, re-materialization, splitting and consolidation of securities; to oversee the
performance of the Registrar and Transfer Agent and recommends measures for overall
improvement in the quality of investor services; and to perform any other function, duty as
stipulated by the Companies Act, Securities & Exchange Board of India, BSE and any other
regulatory authority or under any applicable laws, as amended from time to time.
Committee met TWO times during FY 2023-24 i.e. 14.08.2023 & 29.01.2024 and was attended
by following members:

In addition, Details of Shareholders' Complaints received during the year are as follows:

Share Transfer Committee

The Stakeholder relationship committee has delegated power of approving transfer of
securities to Shri Nirav Shah and Shri Sunil Parikh. The Committee, inter alia, reviews and

approves the transfer/ transmission/ D-mat of equity shares as submitted by M/s. Big Share
Services Private Limited., the Registrar & Transfer Agent of the Company. There is no
physical transfer during the year.

26. PARTICULARS OF LOANS GIVEN. INVESTMENTS MADE, GUARANTEES GIVEN
AND SECURITIES PROVIDED

The Company has not given any loan, made any investment or given any guarantee hence
information is nil.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013, the Board of
Directors hereby confirms that;

I. In the preparation of the annual accounts, the applicable accounting standards have been
followed and that there are no material departures.

II. It has in the selection of the accounting policies, consulted the Statutory Auditors and has
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 as at
31^st March, 2024 and of the profits of the Company for that period.

III. It has 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, to the best of its knowledge and
ability. There are however, inherent limitations, which should be recognized while relying
on any system of internal control and records.

IV. It has prepared the annual accounts on a going concern basis.

V. The Directors, had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operation efficiently.

VI. 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.

28. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year, the Company has transferred unclaimed dividend of Rs. NIL to the Investor
Education and Protection Fund in compliance with provisions of the Companies Act, 2013.

29. INSURANCE

There is No assets in the company. So, there is no requirement of taking insurance for the
assets.

30. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-24, your Company has not entered into any material related
party transaction as per the SEBI Listing Regulations with any of its related parties.
Disclosures pursuant to the Accounting Standards on related party transactions have been
made in the notes to the Financial Statements. As there were no related party transactions
which were not in the ordinary course of the business or not on arm's length basis and also
since there was no material related party transaction as stated above, disclosure under
Section 134(3) (h) in Form AOC-2 of the Companies Act, 2013 is not applicable.

31. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that independent directors have
given the declaration and they meet the criteria of independence as provided under Section
149(6) of the Companies Act, 2013.

32. FAMILIARIZATION PROGRAMME

In Compliance with the requirements of SEBI Regulations, the Company has put in place a
familiarization program for the Independent Directors to familiarize them with their role,
rights and responsibility as Directors, the working of the Company, nature of industry in
which the Company operates, business model etc. A familiarization program was conducted
for Independent Directors. However, there is no business in the Company.

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to provisions of Section 177 (9) of the Act, read with Regulation 22(1) of the SEBI
Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a
formal vigil mechanism to the Directors and employees to report their concerns about
unethical behavior, including actual or suspected leak of unpublished price sensitive
information, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee in certain cases. It is affirmed that no personnel of the Company
have been denied access to the Audit Committee.

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

A. Conservation of Energy

The Company has not made any investment for (energy conservation) and taken any specific
measures to reduce energy cost per unit. However, it intends to conserve energy for future
generation.

B. Technology Absorption

There is no research and development activity carried out by the Company.

C. FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings and outgo during the year under review.

• EQUITY CAPITAL

a) BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b) SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c) BONUS SHARES

No Bonus Shares were issued during the year under review.

d) EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the Employees.

e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The company has not issued equity shares with differential rights as to dividend, voting or
otherwise.

SHARES IN SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from Suspense
Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from Suspense Account during
the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares in the Suspense Account

lying at the end of the year: NIL

• That the voting rights on these shares shall remain frozen till the rightful owner of such
shares claims the shares: Not Applicable

SHARES IN UNCLAIMED SUSPENSE ACCOUNT

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the beginning of the year: NIL

• Number of shareholders who approached issuer for transfer of shares from the Unclaimed
Suspense Account during the year: Not Applicable

• Number of shareholders to whom, shares were transferred from the Unclaimed Suspense
Account during the year: Not Applicable

• Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the end of the year: NIL

35. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR
COURTS OR TRIBUNALS

Pursuant to the requirement of Section 134(3)(q) of the Act, read with Rule 8 (5)(vii) of the
Companies (Accounts) Rules, 2014, it is confirmed that during FY 2023-24, there were no
significant and material orders passed by the Regulators or Courts or Tribunals impacting
the going concern status and the Company's operations in future.

36. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL
GENERAL MEETINGS

During the year under review, the Company is in compliance with the Secretarial Standards
on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the
Institute of Company Secretaries of India as approved by the Central Government.

37. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.

38. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Prevention of sexual harassment policy in line with the

requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. Your Company has adopted a policy on prevention, prohibition
and redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules made there under.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:

a. number of complaints filed during the financial year: Nil

b. number of complaints disposed of during the financial year: Nil

c. number of complaints pending as on end of the financial year: Nil

39. ACKNOWLEDGEMENT

Your directors wish to express the continued co-operation received from all the
Stakeholders.

Date: 13.08.2024 For, Shah Foods Limited

Place: Ahmedabad Sd/-

Mrs. Hemaxi Patel
Managing Director
DIN:07297442