DIRECTOR REPORT

To

The Members,

MISHTANN FOODS LIMITED

1.STATE OF AFFAIRS OF THE COMPANY

The Company is primarily engaged in the agricultural business i.e manufacturing, processing & trading of rice, wheat,
other food grains and salt.

2.FINANCIAL HIGHLIGHTS

The total income for the financial year ended March 31,2023 stood at Rs. 650,43,16,779 as against the corresponding
figures of previous financial year which stood at Rs. 498,58,86,777 representing growth of 30.45%. The Standalone
Profit Before Tax (PBT) for the financial year ended March 31, 2023 stood at Rs. 76,81,38,361 as against the
corresponding igures of previous financial year which stood at Rs. 47,26,94,403.

3.BUSINESS DEVELOPMENT

During the year under review, besides Basmati Rice which has been the forte of the company, the company has also
consolidated its position in the edible common Salt market by introducing varieties viz. “ROCK SALT” and “CRYSTAL
SALT” across all the markets under its brand name. Through this measure, the products of the company have penetrated
all the major markets in the country and made a mark of its own. The company proposes to extend its business
worldwide by incorporating its wholly owned subsidiaries in the renowned economic zones of the United Arab Emirates,
Republic of Singapore and United States of America. The incorporation of the same will be completed in the next fiscal
year. Because of these exemplary steps and growth trajectory of the Company, "Shri Hiteshkumar Guarishankar Patel-
Managing Director of the Company was awarded with “Business Transformation Leaders 2022” Award organized by the
“The Economic Times & Times Interact”.

4. SHARE CAPITAL

During the year under review, the Company has increased its
Authorised share capital twice, through Postal Ballot.

i. Change in authorised capital of the Company from

50.00. 00.000 (Fifty Crores Rupees only) consisting of

50.00. 00.000 (Fifty Crores) Equity Shares of 1/- (Rupee One)
each to 100,00,00,000 (One Hundred Crores Rupees only)
consisting of 100,00,00,000 (One Hundred Crores) Equity Shares
of 1/- (Rupee One) each., E-voting of the said postal ballot
started on 24th April, 2022 and ended on 24th May, 2022 and
result of which declared on 25th May, 2022 with scrutinizer's
report.

ii. Change in authorised capital of the Company from

100.00. 00.000 (One Hundred Crores Rupees only) consisting of

100.00. 00.000 (One Hundred Crores) Equity Shares of 1/-
(Rupee One) each to 130,00,00,000 (One Hundred and Thirty
Crores Rupees only) consisting of 130,00,00,000 (One Hundred
and Thirty Crores) Equity Shares of 1/- (Rupee One) each., E-
voting of the said postal ballot started on 8th February, 2023 and
ended on 9th March, 2023 and result of which declared on 13th
March, 2023 with scrutinizer's report.

During the year under review, the Company has allotted Bonus
Issue 1:1 by issuing 50,00,00,000 (Fifty Crores Only) Equity
shares of Rs. 1 each amounting to Rs. 50,00,00,000 (Fifty Crores
Only) out of Free Reserves as per Financial Statements of the
Company as on 31st march, 2022. The paid-up share capital of the
company as on date is Rs. 100,00,00,000 (One Hundred Crores
Only). As on 31st March, 2023 none of the Directors of the
Company hold instruments convertible into Equity Shares of the
Company.

1. DIVIDEND

The Board of Directors has recommended a Final Dividend @ Rs.
0.001/- per share (i.e. 0.1%) on equity shares of face value of Rs.
1/- each for the Financial Year ended March 31,2023, subject to
the approval of the shareholders in the ensuing Annual General
Meeting. The Dividend Distribution Policy of the Company can be
accessed at

http://www.mishtann.com/uploads/specitication/Dividend%20Di

stribution%20Policy.pdf

In view of the changes made under the Income Tax Act, 1961, by

the Finance Act, 2020, dividends paid or distributed by the
Company shall be taxable in the hands of the Shareholders. The
Company shall, accordingly, make the payment of the final
dividend after deduction of tax at source, wherever applicable.

TRANSFER OF UN-CLAIMED DIVIDENDS6. GENERAL RESERVES

During the year under review Rs. 49,92,25,748/- has been
transferred to General Reserves.

7. CHANGE IN NATURE OF BUSINESS

During the Financial Year 2022-23 the Company has not
commenced any new business nor discontinued/sold or disposed
of any of its existing businesses or hived off any segment or
division.

8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE
COMPANIES

During the year under review, the company has incorporated new
Wholly-owned Subsidiary of the Company i.e. Grow and Grub
Nutrients FZ-LLC in U.A.E. on 19th April, 2023.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
APPOINTED AND RESIGNED DURING THE YEAR

Mr. Hiteshkumar Patel, Managing Director (DIN: 05340865) and
Mr. Keval Bhatt, Non-Executive and Non-Independent Director
(DIN: 07620270), retire by rotation at the forthcoming Annual
General Meeting and being eligible, offer himself for
reappointment.

The term of appointment of Mr. Navinchandra Dahyalal Patel,
Whole-Time Director (DIN: 05340874) of the Company completed
on 27th August, 2022. The Board of Directors at their Meeting
convened on 7th September, 2022 approves his reappointment
and remuneration for the term of five years with effect from 28th
August, 2022 to 27th August, 2027 subject to the approval of the
shareholders at the ensuing General Meeting

10. PARTICULARS OF EMPLOYEES & EMPLOYEE
REMUNERATION

Information as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and a

statement showing the names and other particulars of the
employees drawing remuneration in excess of the limits set out in
Rule 5(2) and 5(3) of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 is annexed
hereto as “Annexure - A” and forms part of this report.

None of the employees of the Company drew remuneration in
excess of the limits set out in the said rules during the year. No
employee was in receipt of remuneration during the year or part
thereof which, in the aggregate, at a rate which is in excess of the
remuneration drawn by the managing director or whole-time
director or manager and holds by himself or along with his spouse
and dependent children, not less than two percent of the equity
shares of the company. Hence, no information is required to be
furnished as required under Rule, 5(2) and 5(3) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014.

11. BOARD MEETINGS

During the year, Seven Board Meetings were duly held. The details
of which are given in the Corporate Governance Report. The
intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee (constituted on 11th July,
2022)

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are provided
in the Corporate Governance Report.

12. POLICIES

In pursuance of the Act and the Listing Regulation, the following
policies have been framed and disclosed on the Company's
website www.mishtann.com

I. Board Diversity Policy

ii. Nomination and Remuneration Policy

iii. Policy for determining Material subsidiaries

iv. Policy on preservation of docs

v. Related Party Transactions Policy

vi. Terms and conditions of appointment of Independent Directors

vii. Whistle Blower Policy

viii. Familiarization program for Independent Directors

ix. Fair Disclosure Code

x. Policy on archival of Documents

xi. Policy for determination of materiality

xii. Corporate Social Responsibility Policy

xiii. Risk Management Policy

xiv. Dividend Distribution Policy

13. FORMAL ANNUAL EVALUATION

Pursuant to the requirements of Section 134(3)(p) of the
Companies Act, 2013 read with Regulation 17 of the listing
regulations, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as
well as the evaluation of its Committees. A structured
questionnaire was prepared after taking into consideration inputs
received from the Directors, covering various aspects of the
Board's functioning such as adequacy of the composition of the
Board and its Committees, Board culture, execution and
performance of specific duties, obligations and governance. A
separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest
of the Company and its minority shareholders etc. The
performance evaluation of the Independent Directors was carried
out by the entire Board. The Directors expressed their satisfaction
with the evaluation process.

14. STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTOR(S)

Pursuant to the requirements of Section 149(7) of the Companies
Act, 2013, the company has received the declarations from all the
independent directors confirming the fact that they all are meeting
the eligibility criteria as stated in Section 149(6) of the Companies
Act, 2013.

The Independent Directors have complied with the Code of
Conduct for Independent Directors prescribed in Schedule IV of the
Companies Act, 2013 and the Code of conduct formulated by the
Company as hosted on the Company's Website i.e. www.
Mishtann.com.

The Board is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) of all Independent Directors on the
Board. Further, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules,
2014, as amended, Independent Directors of the Company have
included their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs.

15. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their
remuneration. The salient features of Nomination & Remuneration
Policy of the Company is disclosed in the Corporate Governance
Report the web address of the Nomination and Remuneration
policy is

http://www.mishtann.com/uploads/specification/nomination-

and-remuneration-policy.PDF

16. AUDIT AND AUDITORS
• STATUTORY AUDITORS

1. Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013 and rules made thereunder, M/s. J.M.
Patel & Bros., Chartered Accountants, Ahmedabad (Firm
Registration No. 107707W) were appointed as Statutory
Auditors of the Company for period of 5 years, to hold office
upto the conclusion of 43rd Annual General Meeting of the

Company.

The Auditors' Report for the financial year 31st March, 2023 is
unmodified, i.e. It does not contain any qualification, reservation,
adverse remark or disclaimer.

The Statutory Auditors have not reported any incident of fraud to
the Audit Committee of the Company during the financial year
under review.

• SECRETARIAL AUDITOR

IPursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors
appointed Mr. Kamlesh M. Shah, Practicing Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of your Company
for the financial year 2022-2023.

The Secretarial Auditor Report u/s 204 of the Companies Act,
2013 in the Format MR-3 is annexed to this Report as “Annexure -
B”

There has been no qualification, reservation, adverse remark or
disclaimer given by the Secretarial Auditors in their Report except
the following:

Details of compliance/ non-compliance/ late compliance / late
submissions for various regulations of SEBI (LODR) 2015 during
the year 31/03/2023 and the penal actions if any taken by the stock
exchanges against the company and payment of penalty if any
made by the company.

In accordance with the SEBI Circular dated February 8, 2019 read
with Regulation 24A of SEBI Listing Regulations, the Company has
obtained an Annual Secretarial Compliance Report from M/s.
Kamlesh M. Shah, Practising Company Secretaries, confirming
compliances with all applicable SEBI Regulations, Circulars and
Guidelines for the year ended March 31,2023

17. INTERNAL AUDIT & CONTROLS policy is

The company has appointed Mr. Gaurang Khatri as an internal
auditor for FY 2022-2023, the accounting and other system have
been designed in such a manner that review of entire process for
safeguarding the assets of the company, its operational efficiency,
and effectiveness of the systems are taken care of properly. Their
scope of work includes review of processes for safeguarding the
assets of the Company, review of operational efficiency,
effectiveness of systems and processes, and assessing the

internal control strengths in all areas. Internal Auditors findings are
discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an ongoing basis
to improve efficiency in operations.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

Your Company has in place adequate internal financial controls
commensurate with its size, scale and operations. Such controls
have been assessed during the year under review taking into
consideration the essential components of internal controls stated
in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered
Accountants of India. Based on the results of such assessments
carried out by the management, no reportable or significant

deficiencies, no material weakness in the design or operation of
any control was observed. Nonetheless your Company recognizes
that any internal control framework, no matter how well designed,
has inherent limitations and accordingly, regular audits and review
processes ensure that such systems are re-enforced on an
ongoing basis. The internal financial controls with reference to the
Financial Statements are commensurate with the size and nature
of business of the Company.

18. EXTRACT OF ANNUAL RETURN

The Annual Return for financial year 2022-23 as per provisions of
the Act and Rules thereto, will be available on the Company's
website at

http://www.mishtann.com/relation.php?category=annual-return

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

SEBI, vide its circular dated 10th May, 2021, made Business
Responsibility and Sustainability Report (BRSR) mandatory for the
top 1,000 listed companies (by market capitalization) from
financial year 2023.

Your Company not being covered under top 1000 companies,
BRSR is not applicable to it.

20. VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
Vigil Mechanism for directors and employees to report genuine
concerns has been established. The web link of Vigil Mechanism
Policy on the website of the Company is
http://www.mishtann.com/relation.php?category=disclosures-
and-policies

21. RISK MANAGEMENT

IThe Risk Management Policy as per provisions of the Act and
Rules thereto and Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015, will be available on
the Company's website at

http://www.mishtann.com/uploads/specitication/RISK%20MANA

GEMENT%20POLICY-1.pdf

IThe Risk Management Committee held its meetings on
11.07.2022 and 30.03.2023 in which all members were present.

22. 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

During the Financial Year 2022-2023 there were no Material
changes occurred subsequent to the close of the financial year of
the Company to which the balance sheet relates and the date of the
report.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS
IN FUTURE

During the financial year under review, no significant and material
orders were passed by the Indian Regulators or Courts or Tribunals
that would impact the going concern status of the Company and its
future operations.

24. PUBLIC DEPOSITS

Your Company has not accepted / renewed any deposits from the
public during the Financial Year 2022-2023.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
UNDER SECTION 186

Particulars of loans given, investments made, guarantees and
securities provided under section 186 of the Companies Act, 2013
are provided in the notes of Standalone Financial Statement.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All transactions executed by the Company during the financial year
with related parties were on arm's length basis and in ordinary
course of business. All such related party transactions were
placed before the Audit Committee for approval, wherever
applicable. Particulars of the contracts or arrangement with related
parties referred into Section 188 (1) of the Companies Act, 2013,
in prescribed Form AOC -2 is attached as “Annexure - C”.

27. CORPORATE GOVERNANCE

The Company has been proactive in the following principles and
practices of good corporate governance. A report in line with the
requirements of Regulation 27(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the report on
Management Discussion and Analysis and the Corporate
Governance practices followed by the Company and the Auditors
Certificate on Compliance of mandatory requirements are given as
an “Annexure - D” respectively to this report.

Your Company is committed to the tenets of good Corporate
Governance and has taken adequate steps to ensure that the
requirements of Corporate Governance as laid down in Regulation
27(2) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange, the
Corporate Governance Report, Management Discussion and
Analysis and the Auditor's Certificate regarding compliance of
conditions of Corporate Governance are attached separately and
form part of the Annual Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required in terms of
the SEBI Listing Regulations is annexed to the report.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Company has only one female Employee, it is beyond the
practicality to constitute a local compliance committee but a
system has been put in place to protect Female Employee(s) from
sexual harassment. During the year Company has not received any
complaint of harassment.

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

The Particulars regarding Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo, pursuant to
Section 134(3)(m) of the Companies Act 2013 read with the Rule 8
of Companies (Account) Rules, 2014 is given in “Annexure - E”.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with the requirements of Section 135 read with
Schedule VII of the Companies Act 2013, the Board has
constituted Corporate Social Responsibility Committee.

The Annual Report on CSR activities as required under Companies
(Corporate Social Responsibility Policy) Rules, 2014 is set out as
“Annexure - F” forming part of this Report.

Brief terms of reference for the CSR Committee include:

1. To formulate a CSR policy which shall indicate activities to be
undertaken by the Company.

2. To recommend the CSR policy to the Board.

3. To recommend the amount of expenditure to be incurred on the
activities.

4. To monitor the policy from time to time as per the CSR policy.

The complete policy of Corporate Social Responsibility is
displayed on the company's website at i. e.
http://www.mishtann.com/uploads/specifcation/Mishtann%20F
oods%20Limited-

%20Corporate%20Social%20Responsibility%20Policy.pdf

32. DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall
state that—

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

(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 and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of this Act for safeguarding the assets of the
company and for preventing and detecting fraud and other
irregularities;

(d) The directors had prepared the annual accounts on a going
concern basis; and

(e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls
are adequate and were operating effectively.

(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

33. MAINTENANCE OF COST RECORDS

The Central Government has not specified for the maintenance of
cost records under section 148(1) of the Act for any goods sold or
services rendered by the company.

34. LISTING WITH STOCK EXCHANGES

The Company has listed its Equity Shares on BSE Limited and
Metropolitan Stock Exchange of India Limited.

35. SECRETARIAL STANDARDS

The Directors State that applicable Secretarial Standards - 1,2,3
and 4 issued by the Institute of Company secretaries of India
relating to 'Meetings of the Board of Directors' and General
Meetings',

'Payment of Dividend' and 'Report of the Board of Directors'
respectively, have been duly followed by the Company.

36.OTHER DISCLOSURES

i. During the year under review, The Central Goods and Services
Tax, Commissionerate, Gandhinagar (“Commissionerate”) had
initiated investigation against our Company and our Promoter
Hiteshkumar Gaurishankar Patel by conducting simultaneous
inspection under Section 67(1) of the CGST Act, 2017 at our
factory and Registered Office. Pursuant to the inspections, it was
alleged that the Commissionerate gathered evidence regarding
supply of 'Basmati rice' of various quality/grades by our Company
without payment of applicable GST by wrongly availing the
exemption provided under the Notification. No 02/2017 &
28/2017-CT (Rate) dated June 28, 2017 and September 22, 2017.

Pursuant to the above, the Commissionerate arrested our
Promoter under Section 132(1)(a) of the CGST Act, 2017 and a
criminal complaint was fled by Superintendent, Central GST &.
Central Excise, Gandhinagar against our Company and our
Promoter Hiteshkumar Gaurishankar Patel before the Additional
Chief Metropolitan Magistrate, Ahmedabad under Sections 132
and 137 of the CGST Act/ GGST Act, 2017. Our Promoter has been
released on bail and the matter is currently pending.

ii. Due to a major outbreak of fire at the Registered Office of our
Company on May 6, 2022, a significant portion of the corporate,
accounting, financial, legal and other statutory records, including
but not limited to original and digital records of the minutes of the
meetings of the Board of Directors, its committees, Shareholders,
agreements executed with Directors, related parties, customers,
suppliers and other supporting documents and/or RoC flings of
our Company post-acquisition until May 2022 were destroyed.
While statutory flings including RoC flings, certain minutes of
meetings of Board of Directors, its committees, Shareholders,
etc., were available in the digital records maintained by the RoC,
however internal records such as Form MBP-1, Form DIR-8,
signed minutes of meetings of Board of Directors, its committees,
Shareholders, agreements, etc., which were not required to be
fled with the RoC, were destroyed in the fire and therefore cannot
be retrieved by our Company.

iii. The company's Rights Issue Committee of the Board of
Directors, at its meeting held on May 24, 2023 has considered and
approved the Draft Letter of Offer dated May 24, 2023 (the “Draft
Letter of Offer”) in relation to the rights issue of the Company (the
“Issue”) for an amount not exceeding 15,000 Lakhs, with
Securities and Exchange Board of India (“SEBI”) and with BSE
Limited and Metropolitan Stock Exchange of India Limited (the
“Stock Exchanges”). The Draft Letter of Offer has been fled with
SEBI for issuing of observations thereon and with the Stock
Exchanges for seeking their in-principle approval for the proposed
Issue and listing of Equity Shares, issued pursuant to the same.
However, due to market conditions and strategic considerations,
the Board of Directors of the Company, at its meeting held on June
26, 2023 have approved the withdrawal of the DLOF, in
consultation with the Lead Managers to the Issue, namely, PNB
Investment Services Limited and GYR Capital Advisors Private
Limited.

ACKNOWLEDGMENT

We thank our customers, vendors, dealers, investors, business associates and bankers for their continued support
during the year.

We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet
challenges was made possible by their hard work, solidarity, co-operation and support.

For and on behalf of the Board

Date: 05-09-2023 Hiteshkumar Gaurishankar Patel Navinchandra Dahyalal Patel

Place: Ahmedabad Managing Director Director

(DIN: 05340865) (DIN: 05340874)