Your directors are pleased to present Fifth Annual Report together with the Audited Statement of
Accounts of your Company for the Year ended March 31, 2024.

l. financials

The Company s financial performance, for the year ended March 31, 2024:

2. STATE OF AFFAIRS

a) To carry on the business Import, Export, Processing, Packing, Re-Packing, Trading in, Purchase, Sell
and to act as Mercantile Agents, Clearing and Forwarding Agents, Brokers, Consignors, Consignees,
Conversion Agents, Distributors, act as Stockiest or otherwise in any other manner deal in all types
of food and food products, organic and non-organic foods, processed foods, packed foods, frozen

foods, canned and Jarred foods especially Dryfruits and Spices including all the types of masalas and
masala mixes.

b) There has been no change in the business of the Company during the financial year ended 31*
March, 2024.

3- ANNUAL RETURN;

The Company has a web address, hittai/Zlepdryfruitsanrlspines com, and the same has been uploaded
on the weblink mentioned above.

4. SHARE CAPITA!

There have been changes in the Capital Structure of the Company during the financial year under
review.

The Paid up and Issued Share Capital has been increased from 12,94,980 (Twelve Lac Ninety-Four

Thousand Nine Hundred Eighty) number equity shares of Rs. 10.00/- (Rupees Ten) each amounting to

1,29,49,800 (Rupees One Crore Twenty Nine Lac Forty Nine Thousand Eight Hundred Only) to

1,30,61,440 (One Crore Thirty Lakh Sixty One Thousand Four Hundred Forty) number equity shares of

Rs- 10.00/- (Rupees Ten) each amounting to Rs 13,06,14,400 (Thirteen Crore Six Lakh Fourteen
Thousand Four Hundred Only)

⁵- MEETINGS OF BOARD of DIRECTORS AND SHAREHOI DFRg

Sixteen Board Meetings were held during the Financial Year ended on 31^st March, 2024.

The dates of meetings of the Board, their attendance at the Board Meetings are as under:

«« « 0,-06-

Annual General Meeting was held on 30-09-2023

⁶- CHANGES IN DIRECTORSHIPS;

I!! “ rr ***^{Kaur sehra as lndependent Director w}'^af'^{ju,y 2s}’ ²°²³-^Anwt «Ý»

rell f n “ '^{ndePendent W}'⁶'^f' ^September *' ²⁰²³- ^Ashish Mehta

^.gned tan Directorship w.e.f. September 1, 2023. KaushiK Sobhaghchand Shah was appointed as

anagmg Director w.e.f. September 1, 2023 and Ketan Sobhaghchand Shah was appointed as Whole
Time Director and CFO of the Company w.e.f. September 1, 2023.

^7- DETAILS OF FRAUD RFPORT BY Aiinrmp.

As per auditors' report, no fraud u/s 143(12) reported by the auditor.

8. AUDITOR

Statutory Auditors

The Company appointed M/s Ratan Chandak & Co, FRN 108696W for five years from the Third
Annual General Meeting till the conclusion of Eighth Annual General Meeting.

Cost Record

The Central Government has not specified the maintenance of cost records under Section 148(1) of the
Act, for the products/services of the Company.

BOARD'S COMMENT ON THE AUDITORS' REPORT

Comments of the Auditor in their report and the notes forming part of the Accounts are self-explanatory
and need no comments.

¹⁰' PARTICULARS OF LOANS, INVESTMENT AND GIIAPANTFf

The Company has not made any Investment, given guarantee and securities during the year under
review. Therefore, no need to comply provisions of section 186 of Companies Act, 2013.

ⁿ- contracts and arrangements with RELATFD papttfc

There were related party transactions that were entered into during the financial year ended 31- March

2024. The said transactions were done on arms length basis and approval of the same was taken in
Board.

12. DEPOSITS

The Company has not accepted any deposits during the year under review.

13. TRANSFER TO RESFRX/f

The Board of Directors of your Company, has decided to transfer Rs 672.94 (in lakhs) to the
Reserves for the year under review.

14. DIVIDEND

No Dividend was declared for the current Financial Year by the Company.

¹⁵' ^{CHAWBES ATO} COMMITMENTS. IF AMY FINANCIAL POSTTin- OF TUP rnMD.Mv

FROM THE FINANCIAL YEAR TILL THE DATE OF THIS pfpopt

The Company amended its main objects w.e.f. May 6, 2024 by addition of objects of
manufacture, trading in all types of food and food products, organic and non-organic foods,
processed foods, packed foods, frozen foods, construction of food processing units, cold storage
etc apart from this there are no material changes and commitments affecting the financial
position of the Company which have occurred after 31^st March, 2024 till the date of this report.

¹⁶' DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT POLICY AT
WORKPLACF

The company has in place a policy for prevention of sexual harassment in accordance with the
requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition &

Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,

trainees) are covered under this policy. The Company did not receive any complain during the
year 2023-24.

¹⁷- iSHSERVATION QF ENERGY, TECHNOLOGY ABSORPTION AND EX£mW

EARNINGS & OUTGO

A. Conservation of Energy, Technology Absorption

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,

2013 in respect of conservation of energy and technology absorption have not been furnished
considering the nature of activities undertaken by the company during the year under review.

!8. RISK MANAGEMENT Pm trv

The Company has developed and implemented a risk management policy which identifies major
risks which may threaten the existence of the Company. The same has also been adopted by
your Board and is also subject to its review from time to time. Risk mitigation process and
measures have been also formulated*nd clearly spelled out in the said policy.

^19- CORPORATE SOCIAL RESPONSIBILITY fCSR)

The Company meets the criteria of Section 135 of Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014. Company has constituted Corporate Social
Responsibility Committee w.e.f. April 22, 2024 with following members:-

^20, PERILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCTATF COMPANTFS

The Company does not have any Subsidiary, Joint Venture or Associate Company.

^{21m Q}ETAILS 0F SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGUIATOPQ
COURTS AND TRIBUNAI S

No significant and material order has been passed by the regulators, courts, tribunals impacting the
going concern status and Company's operations in future.

²²- COMPLIANCES WITH SECRETERIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards and that such systems are adequate and operating effectively.

^23m INSOLVENCY and BANKRUPTCY CODE. a

The Company has not received any application made by financial creditor, operational creditor and

corporate debtor itself and does not have any proceeding pending under the Insolvency and Bankruptcy

Code, 2016 during the year.

^MTAILS °^{f DIFFFRENCE} "TWEEN VALUATION bnsr .T _THF TIMS ns .....

settlement and the valuation none whiif taking loan from THF RSMicc on

FINANCIAL INSTITUTIONS

The Company has not done any one time settlement during the year, hence the clause is not

applicable.

²⁵‘ DIRECTOR'S RESPONSIBILITY STATEMFNT

Pursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company

confirms that

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable
accounting standards read with requirements set out under Schedule III to the Act, have been
followed and there are no material departures from the same.

b) The Directors have 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 as at March 31,2023 and of the profit of the Company for the
year ended on that date.

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

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013
pertaining to laying down internal financial controls is not applicable to the Company.

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

26. ACKNOWLEDGMENT

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

BY ORDER OF THE BOARD OF DIRECTORS
FOR LEO DRYFRUITS & SPICES TRADING LIMITED

n

a -o W-n

GW *4 W

KETAN SOBHAGCHAND SHAH KAUSHIK SOBHAGCHAND SHAH

DIN:07503685 _DIN:09484633

WHOLE-TIME DIRECTOR & CFO MANAGING DIRECTOR

PLACE: NAVI MUMBAI PLACE: NAVI MUMBAI

DATE: 08/08/2024 DATE: 08/08/2024