Madhusudan Masala Ltd Directors Report

2 Committee includes Audit Committee, and Shareholders Grievances & Relationship Committee across all Public Companies including our Company.

* Mr. Hasmukhbhai Ishwarlal Hindocha has resigned from the post of independent director of the company w.e.f. June 13, 2024.

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Director of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under section 165 of the Companies Act, 2013.

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company met 22 (Twenty Two) times are as on, April 04, 2023, April 13, 2023, April 29, 2023, June 12, 2023, June 15, 2023, July 01, 2023, July 03, 2023, July 04, 2023, July 06, 2023, July 15, 2023, July 27, 2023, August 18, 2023, September 09, 2023, September 22, 2023, September 25, 2023, October 13, 2023, November 04, 2023, November 09, 2023, December 30, 2023, January 25, 2024, February 14, 2024 and March 04, 2024 Pursuant to Section 173 of the Companies Act, 2013, the time gap between the two consecutive Board Meetings was not be more than 120 days.

The details of attendance of each Director at the Board Meetings are given below:

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

General Meetings:

During the year under review, the following General Meetings were held, the details of which are given as under:

Disclosure by Directors:

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e. in Form MBP-1, intimation under Section 164(2) of the Companies Act, 2013 i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under, As on March 31, 2024 the Company has three Non-Promoter Non-Executive Independent Directors in line with the act. The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 04, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Information on Directorate:

During the year under review, there was following change in constitution of the Board of Directors of the Company.

Change in Board Composition

Changes in Board Composition during the financial year 2023-24 and up to the date of this report is furnished below:

a) Appointment of Directors during the financial year 2023-24:

I. In the Board Meeting held on April 04, 2023:

Mrs. Foram Rishit Kotecha (DIN:10061711) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. April 04, 2023 to hold office till the conclusion of the ensuing General Meeting.

II. In the Board Meeting held on April 29, 2023:

? Mrs. Mayuri Hiren Kotecha (DIN:10076493) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. April 29, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

? Mr. Hasmukhbhai Ishwarlal Hindocha (DIN:09453805) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. April 29, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

? Mr. Parth Bipin Sukhparia (DIN:10118279) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. April 29, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

III. In the Board Meeting held on July 01, 2023:

? Mr. Dayalji Vanravan Kotecha (DIN: 00062412) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. July 01, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

? Mr. Vijaykumar Vanravan Kotecha (DIN: 02519234) was appointed as an Additional Non-Executive Director on the Board of the company w.e.f. July 01, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

? Mr. Chintan Ashokbhai Mehta (DIN: 05355776) was appointed as an Additional Non-Executive Independent Director on the Board of the company w.e.f. July 01, 2023 to hold office till the conclusion of the ensuing General Meeting of the members of the company.

b) Resignation of directors during the year 2023-2024

? Mr. Dayalji Vanravan Kotecha (DIN: 00062412), Executive Director, has tender his resignation from the post of Director of the Company w.e.f. April 29, 2023. The resignation was on account of personal reason and other personal commitments and there are no other material reasons other than the one mentioned herewith.

? Mr. Vijaykumar Vanravan Kotecha (DIN: 02519234), Executive Director, has tender his resignation from the post of Director of the Company w.e.f. April 29, 2023. The resignation was on account of personal reason and other personal commitments and there are no other material reasons other than the one mentioned herewith.

c) Regularization of directors during the year 2023-2024

? In the Extraordinary General Meeting of the Members held on April 15, 2023, Mrs. Foram Rishit Kotecha (DIN: 10061711) Additional Non-executive Director of the company has been regularized and appointed as Non-executive Director of the company liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on May 01, 2023, Mr. Hasmukhbhai Ishwarlal Hindocha (DIN: 09453805) Additional Non-Executive Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five years up to 28th April, 2028 not liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on May 01, 2023, Mr. Parth Bipin Sukhparia (DIN: 10118279) Additional Non-executive Independent Director of the company has been regularized and appointed as an Independent Director of the company for a period of five years up to 28th April, 2028 not liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on May 01, 2023, Mr. Chintan Ashokbhai Mehta (DIN: 05355776) Additional Non-executive Independent Director of the company has been regularized and appointed as Non-executive independent Director of the company for a period of One year up to July 01, 2024, not liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on May 01, 2023, Mrs. Mayuri Hiren Kotecha (DIN: 10076493) Additional Non-executive Director of the company has been regularized and appointed as Non-executive Director of the company liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on July 03, 2023, Mr. Dayalji Vanravan Kotecha (DIN: 00062412) Additional Non-executive Director of the company has been regularized and appointed as Non-executive Director of the company, liable to retire by rotation.

? In the Extraordinary General Meeting of the Members held on July 03, 2023, Mr. Vijaykumar Vanravan Kotecha (DIN: 02519234) Additional Non-executive Director of the company has been regularized and appointed as Non-executive Director of the company, liable to retire by rotation.

d) Retirement by rotation and subsequent re-appointment:

i. Mrs. Foram Rishit Kotecha (DIN:10061711), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered herself for re-appointment.

Appropriate business for her re-appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the ensuing AGM of the Company.

Key Managerial Personnel:

During financial year 2023-24, in accordance with Section 203 of the Companies Act, 2013, the Company has appointed:

1. Mr. Rishit Dayalji Kotecha as a Chairman cum Managing Director of the Company w.e.f. February 22, 2023.

2. Mr. Hiren Vijaykumar Kotecha as a Whole time Director of the Company w.e.f. February 22, 2023.

3. Mr. Kirit Vallabhbhai Dharaviya as a Chief Financial officer of the Company w.e.f. April 04, 2023.

4. Ms. Megha Dilipkumar Madani as a Company Secretary and Compliance officer of the Company w.e.f. July 01, 2023.

Change in Registered office:

During the year, there was no change in Registered Office of the Company.

Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

? The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

? The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

? The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the 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.

? In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement:

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of Annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) 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 or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2024 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

A. Audit Committee:

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013.

During the Financial year 2023-24, company got converted from Private Limited Company to Public Limited company as on April 29, 2023. After conversion of company, in the Board meeting held on Tuesday, July 04, 2023, Board constituted Audit Committee of the company which comprised three directors; Mr. Hasmukhbhai Ishwarlal Hindocha (Non-Executive Independent Director) as Chairperson, Mr. Rishit Kotecha (Chairman cum Managing Director) and Mr. Parth Bipin Sukhparia (Non-Executive Independent Director) as Members.

During the Financial year 2023-24, Board of directors in its board meeting held on November 09, 2023 considered and approved change in constitution of Audit committee. After this change, the new composition of the Audit Committee is as given below;

Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meetings are held for the purpose of reviewing the specific item included in terms of reference of the Committee. During the year under review, Audit Committee met 3 (Three) times on July 15, 2023, November 09, 2023 and January 25, 2024.

The Attendance of members of the Audit Committee is as given below:

After the Closure of Financial year 2023-24, Board of directors in its board meeting held on June 17, 2024 reconstituted Audit committee due to resignation of Mr. Hasmukhbhai Ishwarlal Hindocha After this change, the new composition of the Audit Committee is as given below;

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Company Secretary and Chief Financial Officer of the Company are the regular invitee at the Meeting.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://www.madhusudanmasala.com/investors/whistle-blower-policy.html#book/

B. Stakeholders Relationship Committee:

The Company has formed Stakeholders Relationship Committee in line with the provisions Section 178 of the Companies Act, 2013.

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of Shareholders/ Investors Grievances, if any, like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.

During the Financial year 2023-24, company got converted from Private Limited Company to Public Limited company as on April 29, 2023. After conversion of company, in the Board meeting held on Tuesday, July 04, 2023, Board constituted Stakeholders Relationship Committee which comprised three directors; Mrs. Foram Rishit Kotecha (Non-Executive Director) as Chairperson, Mr. Rishit Kotecha (Chairman cum Managing Director) and Mr. Hasmukhbhai Ishwarlal Hindocha (Non-Executive Independent Director) as Members.

During the Financial year 2023-24, Board of directors in its board meeting held on November 09, 2023 reconstitution of Stakeholders Relationship committee. After this change, the new composition of the Stakeholders Relationship committee is as given below;

During the year under review, Stakeholders Relationship Committee met Two (2) Times on November 09, 2023 and February 14, 2024.

The Attendance of members of Stakeholders Relationship Committee is as given below:

Also, during the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

C. Nomination and Remuneration Committee:

The Company has formed Nomination and Remuneration Committee in line with the provisions Section 178 of the Companies Act, 2013.

Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal. During the Financial year 2023-24, company got converted from Private Limited Company to Public Limited company as on April 29, 2023. After conversion of company, in the Board meeting held on Tuesday, July 04, 2023, Board constituted the Nomination and Remuneration Committee which comprised three directors; Mr. Hasmukhbhai Ishwarlal Hindocha (Non-Executive Independent Director) as Chairperson, Mrs. Foram Rishit Kotecha (Non-Executive Director) and Mr. Parth Bipin Sukhparia (Non-Executive Independent Director) as Members.

During the Financial year 2023-24, Board of directors in its board meeting held on November 09, 2023 considered and approved Reconstitution of Nomination and Remuneration Committee. After this change, the new composition of the Nomination and Remuneration committee is as given below;

During the year under review, Nomination and Remuneration Committee meetings met 1 (One) time on March 04, 2024.

The attendance of members of the Nomination and Remuneration Committee is as given below:

*Mr. Hasmukhbhai Ishwarlal Hindocha has resigned from the post of independent director of the company w.e.f. June 13, 2024.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at. https://www.madhusudanmasala.com/investors/nomination-and-remuneration-policy.html#book/.

Remuneration of Director:

The details of remuneration paid during the financial year 2023-24 to directors of the Company is provided in Form MGT-7, which is available at website of the Company, i.e. https://www.madhusudanmasala.com/investors/financials-result-and-reports.html

Public Deposit:

The company has not accepted any deposits from the public. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

Particulars of Loans, Guarantees, Investments & Security:

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 is available on the Companys website i.e. https://www.madhusudanmasala.com/investors/financials-result-and-reports.html .

TRANSACTIONS WITH RELATED PARTIES:

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as per the last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2023-24 is given in notes of the financial statements which is part of Annual Report. The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company athttps://www.madhusudanmasala.com/investors/policy-on-materiality-of-related-party-transactions.html#book/.

MATERIAL CHANGES AND COMMITMENT:

During the Financial year 2023-24, Board of Directors of our company, in its meeting held on February 14, 2024, finalized the term sheet in relation to the acquisition of 100% stake in Vitagreen Products Private Limited by acquisition of shares from its Holding company i.e. RNG Finlease Private Limited. Subsequently, the Share Purchase and Shareholders Agreement has been executed with Vitagreen Products Private Limited as per the clause mentioned in term sheet. Upon completion of the acquisition payment, this company, Vitagreen Products Private Limited will become wholly owned subsidiary company of Madhusudan Masala Limited.

Apart from the aforementioned transaction, there were no other material changes or commitments undertaken during the financial year.

PARTICULAR OF EMPLOYEES:

The ratio of the remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-A.

In terms of Section 136 of the Act, the said annexure is open for inspection in electronic mode for Members. Any shareholder interested in obtaining a copy of the same may write to Company Secretary.

INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31st March, 2024 Company Does not have any Subsidiary, Associate and Joint Venture Companies.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

During the financial year 2023-24, the Company has received nil complaints on sexual harassment, The Policy on Anti Sexual Harassment as approved by the Board of Directors is available on the website of the Company at https://www.madhusudanmasala.com/investors/policy-on-prevention-of-sexual-harassment.html#book/.

RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

i. The steps taken or impact on conservation of energy:

Company ensures that the operations are conducted in the manner whereby optimum utilization and maximum possible savings of energy is achieved.

ii.The steps taken by the Company for utilizing alternate sources of energy: No alternate source has been adopted.

iii. The capital investment on energy conservation equipment: No specific investment has been made in reduction in energy consumption.

i. The effort made towards technology absorption: Not Applicable.

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

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

a) The details of technology imported: Nil.

b) The year of import: Not Applicable.

c) Whether the technology has been fully absorbed: Not Applicable.

d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable.

e) The expenditure incurred on Research and Development: Nil

f) Foreign Exchange Earnings & Expenditure:

i. Details of Foreign Exchange Earnings: NIL

ii. Details of Foreign Exchange Expenditure: NIL

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2:

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. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, New Delhi.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

M/s. Sarvesh Gohil & Associates., Chartered Accountants (FRN: 0156550W), the statutory auditors of the Company has audited the financial statements included in this annual report and has issued an report annexed as an Annexure B to the Audit Report of the Company on our internal control over financial reporting as defined in section 143 of Companies Act, 2013.

The audit committee reviews reports submitted by the management and audit reports submitted by internal auditors and statutory auditor. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the statutory auditors of the Company to ascertain, inter alia, their views on the adequacy of Internal control systems and keeps the board of directors informed of its major- observations periodically. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.

CORPORATE GOVERNANCE:

Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on Emerge Platform of National Stock Exchange Limited, by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of Schedule V are not applicable to the company. Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per Section 135(1) of the Companies Act, 2013 the net profit of the company as on March 31, 2024, is exceeding Rs. 5.00 Crore (rupees five crore only). According to Section 135(9) of the Companies Act, 2013, if a companys expenditure under sub-section (5) is less than fifty lakh rupees and it does not have any funds in its Unspent Corporate Social Responsibility Account as per sub-section (6) of section 135, then the obligation to form a Corporate Social Responsibility Committee under sub-section (1) does not apply. In such cases, the functions of such Committee provided under this section shall be discharged by the Board of Directors of such company. Therefore, company doesnt require to constitute Corporate Social Responsibility Committee. Further, the Board of Directors has approved the Corporate Social Responsibility Policy on July 04, 2024.

CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. In the financial year 2023-24, we made expenditure of CSR obligation of Rs. 8,12,568/- (Rupees Eight Lakh Twelve Thousand Five Hundred Sixty Eight Only), equivalent to 2% of the average net profit over the last three financial years. Out of Rs. 8,12,568, we have spent Rs. 2,05,000 (Rupees Two Lakh Five Thousand Only) in the CSR Registered trust, Raginiben Bipinchandra Sevakarya Trust. This fund is engaged in activities of Women empowerment, Medical and Health Care, Rural Development, Education, Food, Grocery & Cloths Distribution and the livelihood for the needy person.

Further, we have spent Rs. 6,11,000 (Rupees Six Lakh Eleven Thousand Only) in the Shree Moksh Mandir Samiti. We have spent the amount of CSR in the mortuary/crematory center under the impression that the said organization is registered as per the rules and regulations of ROC. However, after spending the amount, we came to know that it is not registered under the ROC, and not having eligible CSR certificate of registration.

The Companys CSR Policy Statement and Annual Report on the aforesaid CSR activities carried out by the Company for the financial year ending on 31st March, 2024, in accordance with Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014 can be found in Annexure "C" of this report. CSR Policy is available on the Companys Website.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure-E.

STATUTORY AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with rules made thereunder, M/s. Sarvesh Gohil & Associates., Chartered Accountants, Jamnagar (FRN: 0156550W), were appointed as Statutory Auditors of the Company in the Annual General Meeting ("AGM") of the members of company held on September 30, 2022 to hold office till conclusion of the next 5 Annual General Meeting of the Company to be held in the calendar year 2027.

The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

REPORTING OF FRAUD:

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

INTERNAL AUDITOR:

Pursuant to Section 138 of Companies Act 2013, the Company had appointed M/s P. R. Nakum & Associates (FRN: 0147034W), Jamnagar, as an Internal Auditor of the Company.

MAINTENANCE OF COST RECORD:

The Company is not required to maintain cost records as specified by the Central Government as per Section 148(1) of the Act and the rules framed thereunder and accordingly.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS/INTERNAL AUDITOR:

There are no other significant/material orders passed by the Regulators, Courts, Tribunals, Statutory and quasi-judicial body impacting the going concern status of the Company and its operations in future.

The details of litigation on tax and other relevant matters are disclosed in the Auditors Report and Financial Statements which forms part of this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Mittal V. Kothari & Associates, Practicing Company Secretary, Ahmedabad as Secretarial Auditor to conduct the Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-D to this Report.

There have been few common annotations reported by the above Secretarial Auditors in their Report with respect to:

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE:

Your Company has its fully functional website www.madhusudanmasala.com which has been designed to exhibit all the relevant details about the Company. The site carries a comprehensive database of information of the Company including the Financial Results of your Company, Shareholding Pattern, details of Board Committees, Corporate Policies/ Codes, business activities and current affairs of your Company. All the mandatory information and disclosures as per the requirements of the Companies Act, 2013, Companies Rules, 2014 and as per Regulation 46 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and also the non-mandatory information of Investors interest / knowledge has been duly presented on the website of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2023-24, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review;

(i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iii) There is no revision in the Board Report or Financial Statement;

(iv) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future;

APPRECIATIONS AND ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Companys endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and co-operation with each other, consistent with consumer interests.

Your directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.