Fervent Synergies Ltd Directors Report

(Disclosures u/s. 134(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014)

Dear Shareholders,

The Board of Directors is pleased to present herewith the 15^th (Fifteenth) Annual Report of your Company, together with the Audited Statement of Accounts, for the year ended March 31, 2024.

The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL PERFORMANCE SUMMARY

The summarized results of your company are given in table below:

	Financial Year ended 31stMarch
Particulars	(Rs. in Lakhs)
	2023-2024	2022-2023
Net income from Operations	2,430.92	462.98
Other Income	-	-
Total Expenses	3,711.52	415.22
Depreciation	3.97	4.00
Profit / (Loss) before Tax	(1,284.57)	43.76
Tax (Including prior years adjusted)	(0.41)	20.73
Net Profit / (Loss) for the year	(1,284.16)	23.03

BUSINESS PERFORMANCE

During the year under review, Operating Revenue of your Company increased to Rs.2,430.92 lakhs as compared to Rs.462.98 lakhs in the previous year. But due to bad debts that had to be written off as detailed at sr. no.2.37 under the Notes to Financial statements, your Company suffered a net loss of Rs.1,284.16 lakhs as compared to previous years profit of Rs.23.03 lakhs.

DIVIDEND

In view of the loss suffered during the year, your Board of Directors regret their inability to recommend any dividend for the year.

RESERVES

The whole loss after tax has been transferred to P&L surplus. There is no amount that has been proposed to be carried to any other reserves.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs.30,00,00,000 consisting of 3,00,00,000 Equity Shares of Rs.10/- each.

The Issued, Subscribed and Paid up Capital of the Company stood at Rs.30,00,00,000 as on March 31, 2024.

Further the Company is in process of Increase of Authorised Share Capital from Rs.30 Crores to Rs.50 Crores subject to the Approval of Shareholders in this ensuing Annual General Meeting of the Company and proposal has also been placed and approved by the Board for issue and allotment of by way of Preferential Issue, 2 Crore warrants convertible into equivalent number of Equity Shares of the Company at a Price of Rs.10/- per warrant of the Company to the persons belonging to "Promoter and Non-Promoter, Public Category".

REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: B-7/8, Satyam Shopping Centre, M.G. Road, Ghatkopar East, Mumbai-400077.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, there is no change in any nature of business of the company.

Further the Company is in process of Alter its object Clause by adding New Object in the Object Clause subject to the Approval of Shareholders in this ensuing Annual General meeting of the Company.

MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2024 and the date of the Directors report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS

From Corporate Tax perspective, apart from Industry based tax litigations, revenue authorities or tribunal or court, have not passed any order impacting going concern status of the organization.

ANNUAL RETURN & EXTRACTS OF ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at www.ferventsynergies.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Karan Vijay Thakkar, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company, and being eligible offers himself for re-appointment.

Pursuant to provisions of section 203 of the Act, the Key Managerial Personnel of the Company are Mr. Sanjay Thakkar - Managing Director

Mr. Karan Thakkar - CFO

Ms. Nehal Mehta - Company Secretary & Compliance Officer

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, there has been no change in the constitution of Board of Directors of the Company.

Ms. Pooja N Sanghavi, Company Secretary & Compliance Officer of the Company has resigned w.e.f. 3^rd February, 2024 and Ms. Nehal Mehta appointed as Company Secretary & Compliance Officer of the Company w.e.f. 15^th March, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have provided the declaration of Independence, as required pursuant to Section 149(7) of the Act, stating that they meet the criteria of Independence as provided in 149(6).

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE AND OTHER MATTERS CONCERNING A DIRECTOR

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

BOARD MEETINGS

During the Financial Year under review, the Board of Directors met 6 (Six) times on 18^th May, 2023, 03^rd August, 2023, 02^nd November, 2023, 16^th November, 2023, 18^th January, 2024 and 15^th March, 2024.The maximum gap between any two Board meetings was not more than 120 days.

The composition of the Board along with the details of the meetings held and attended by the Directors during the Financial Year 2023-24 is detailed below:

Name	Type of Directorship	Board Meeting Attendance
		Held	Attended
Mr. Sanjay Pravinchandra Thakkar	Managing Director	6	6
Mr. Vij ay Pravinchandra Thakkar	Director *	6	6
Mr. Karan Vijay Thakkar	Director	6	6
Mr. Nitin Bhalchandra Parikh	Independent Director	6	6
Mrs. Falguni Kaushik Mehta	Independent Director	6	6
Mr. Rajesh Manekji Maheswari	Independent Director	6	6

AUDIT COMMITTEE

The Audit Committee was constituted on 23^rd August, 2011. The Committee now comprises Mr. Nitin Parikh as Chairman, and Mr. Rajesh Maheswari and Mrs. Falguni Mehta as Members of the Committee.

During the Financial Year under review, the Audit Committee met 4 (Four) times on 18^th May, 2023, 03^rd August, 2023, 02^nd November, 2023 and 18^th January, 2024. The maximum gap between any two meetings of the Audit Committee of the Company was not more than 120 days. All the members of the Committee are Independent Directors. As on March 31, 2024, the composition of the Audit Committee is in conformity with the requirements of Section 177 of the Act.

The Managing Director and the Chief Financial Officer are permanent invitees to the meetings. The details of all related party transactions, if any, are placed periodically before the Audit Committee.

During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee pursuant to Section 178(1) of the Companies Act, 2013.The role and terms of reference of the Nomination and Remuneration Committee cover the matters specified under Part D of the Schedule II of (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as in Section 178 of the Companies Act, 2013.

During the Financial Year under review, the Nomination and Remuneration Committee met 2 (two) times on 03^rd August, 2023 and 15^th March, 2024. As on March 31, 2024, the composition of the Nomination and Remuneration Committee is in conformity with the requirements of Section 178 of the Act.

The Committee now comprises Mrs. Falguni Mehta as Chairman, Mr. Nitin Parikh and Mr. Rajesh Maheswari as Members of the Committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee now comprises of Mr. Rajesh Maheswari as Chairman, and Mr. Nitin Parikh and Mrs. Falguni Mehta as members of the Committee. The main function of the Committee is to review and redress various investors complaints and express its satisfaction with the Companys performance in dealing with their grievances; the companys share transfer system, transfers, transmissions, split, consolidation, etc.

During the Financial Year under review, the Stakeholders Relationship Committee met 1 (One) time on 03 ^rd August, 2023. As on March 31, 2024, the composition of the Stakeholders Relationship Committee is in conformity with the requirements of the Act.

WHISTLE BLOWER POLICY / VIGIL MECHANISMS

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. It ensures that strict confidentiality is maintained whilst dealing with concerns and also no discrimination will be meted out to any person for a genuinely raised concern. Any suspected or confirmed incident of fraud / misconduct can be reported thereof.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 regarding the provisions Corporate Social Responsibility is not applicable to the Company as the Company is not falling under the said parameters.

RISK MANAGEMENT POLICY

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. Risks would include significant weakening in demand from core-end markets, inflation uncertainties and any adverse regulatory developments, etc. During the year a risk analysis and assessment was conducted and no major risks were noticed.

AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 13 ^th Annual General Meeting of the Company held on 22^nd September, 2022, appointed M/s. S H Dama & Associates, (FRN No.: 125932W) Chartered Accountants, as the Companys Statutory Auditors for a period of five years, from the conclusion of the 13th Annual General Meeting till the conclusion of the 18th Annual General Meeting of the Company.

In accordance with the Companies Amendment Act, 2017, notified on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from the Auditors to their continued appointment and also a certificate from them to the effect that their existing appointment is in accordance with the conditions prescribed under the Companies Act, 2013 and the rules made thereunder.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013, Secretarial Audit has been carried out by M/s. Sindhu Nair & Associates, Practicing Company Secretary and report pertaining to such audit is annexed as Annexure 6 and forms part of the Board Report.

COST AUDIT

The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of The (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 & Remuneration and other Committees. The same is found to be satisfactory.

In a separate meeting of Independent directors, performance of non - independent directors, performance of the Board as whole and performance of chairman was evaluated, taking into account views of the executive director and non - executive directors.

RELATED PARTY TRANSACTIONS

The Company has not entered into any contracts or arrangements, which are not in ordinary course of business, with related parties referred to in Section 188(1) of the Companies Act, 2013. A separate Annexure 1 is annexed as Form No. AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is given.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has complied with the provisions of Section 186 of the Companies Act 2013 for loans, guarantees and investments read with Companies (Meeting of Board and its Powers) Rules, 2014.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit as covered under Chapter V of the Act read with Companies (Acceptance of Deposits) Rules, 2014, as amended, from its members or the public during the year under review.

CORPORATE GOVERNANCE AND COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance along with the certificate from Statutory Auditors of the Company confirming the compliance, is annexed as Annexure 2 and forms part of this Annual Report. The Company has complied with the Secretarial Standards issued by Institute of Company Secretaries of India on Meeting of Board of Directors and General Meetings.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE & DEVELOPMENTS, OPPORTUNITIES & THREATS, SEGMENTWISE PERFORMANCE, OUTLOOK, RISKS & CONCERNS

During the year under review, the Company has continued its food and finance divisions business & operates in these two reportable segments, as identified in accordance with Ind AS-108: ‘Operating Segments.

OVERVIEW: INDIAN ECONOMY

In FY2024, the Indian equity market witnessed a phenomenal performance as benchmark indices soared to unprecedented all-time highs. Indias market cap is currently 5^th largest globally, expected to become 3^rd largest economy by 2027. While the Consumer Price Index (CPI) started to moderate from its peak levels, it remained above the Reserve Bank of Indias comfort range of 2% to 4%. Concerns about inflation persist, particularly in relation to the risk of an increase in food inflation, according to the RBI.

OVERVIEW: BUSINESS

This year, the Indian food sector underwent notable changes through policy reforms and technological advancements. Key reforms focused on liberalising trade and expanding marketing options for farmers. Indias appetite for almonds has surged in recent years, fueled by growing awareness about their health benefits and changing dietary preferences.

Spillovers from the bad debts written off during the year due to insolvency proceedings on a couple of borrowers created some balance sheet stress in the financial business of the company but there would be no impact on the Companys ability to continue as a going concern. Your company is trying to display financial discipline and the management is focused to keep a close view on the business. Further to continue its sustainability, the company has also proposed to raise funds vide preferential allotment.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy:

1. The steps taken or impact on conservation of energy: Though our operations are not energy - intensive, efforts have been made to conserve energy by utilizing energy efficient equipments.

2. The steps taken by the Company for utilizing alternate sources of energy: The Company is using electricity as the main source of energy and is currently not exploring any alternate source of energy.

3. The capital investment on energy conservation equipments : Not applicable

Your Company firmly believes that our planet is in need of energy resources and conservation is the best policy.

B. Technology Absorption:

1. The efforts made towards technology absorption: Not Applicable

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): No technology has been imported by the Company.

4. The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings and Outgo:

Particulars	Current year	Previous year
Total Foreign Exchange Earnings	Nil	Nil
Total Foreign Exchange Outgo	Rs. 2.85 Lakhs	Rs. 3.52 Lakhs

PARTICULARS OF EMPLOYEES

A. Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in terms of Remuneration of Directors of the Company to the median employees remuneration and other details may be provided upon request.

B. Details of every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing remuneration more than mention under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors would like to assure the members that the Financial Statements, for the year under review, conform in their entirety to the requirements of the Companies Act, 2013.

Pursuant to Section 134(5) of the Companies Act 2013, your Directors, to the best of their knowledge and belief confirm that:

• in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

• 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 at the end of the financial year and of the profit and loss of the company for that period;

• the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 preventing and detecting fraud and other irregularities;

• the Directors have prepared the annual accounts on a going concern basis;

• that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

• the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

LISTING OF SHARES

The Companys shares are listed at BSE and the Company has paid Listing fees to BSE Limited.

INSURANCE

All the assets of the Company are adequately insured, wherever required.

HUMAN RESOURCES

Our Company is focused on people related developing and retaining talent within the organization. The relationship of your company with its employees remained cordial.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Directors state that during the year under review there were no cases filed / pending.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors Certificate thereon, and the integrated Management Discussion and Analysis including the Business Responsibility Report are attached, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

OTHER DISCLOSURE

S Your Company has not issued any shares with differential voting.

S There was no revision in the financial statements from the end of the Financial Year to date of the Directors Report.

S Your Company has not issued any sweat equity shares.

ACKNOWLEDGEMENTS

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from all organizations connected with its business and record a deep sense of appreciation for the committed services of Staff of the Company. Your Directors are also deeply grateful for the confidence and faith shown by the Shareholders of the Company in them.