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You can view full text of the latest Director's Report for the company.

BSE: 544422ISIN: INE0ZDY01011INDUSTRY: Food Processing & Packaging

BSE   ` 141.05   Open: 138.00   Today's Range 138.00
142.05
+5.65 (+ 4.01 %) Prev Close: 135.40 52 Week Range 78.00
137.00
Year End :2025-03 

Your Directors are pleased to present this 17lh Annual Report of Abram Food Limited (formerly
known as Abram Food Private Limited) ("the Company") along with the audited financial statements
of the Company for the financial year ended 31s! March, 2025.

1. FINANCIAL SUMMARY

The highlights of the Financial Statements are detailed hereunder.

The Company s financial performance for the financial year ended 31s! March 2025 as compared to the
previous financial year ended 31s1 March, 2024 is summarized below:

(Amount in Lakhs)

Particulars

2024-25

2023-24

Revenue from
Operations

6404.49

3600.87

Other Income

4.70

13.50

Total Income

6409.19

3614.37

Cost of materials
consumed

3587.59

1058.87

Purchases of Stock-in¬
Trade

2084.44

2593.54

Changes in inventories
of finished goods and
stock in traded

126.44

(359.73)

Employee Benefit
Expenses

42.79

27.22

Finance Cost

51.22

46.73

Depreciation and
amortization expenses

29.19

19.23

Other Expenses

56.06

85.40

Total Expenses

5977.73

3471.25

Profit / (Loss) before
tax

431.46

143.12

Current Tax

109.38

41.26

Deferred tax

0.46

(0.03)

Earlier Year Tax

(3.93)

-

Profit/ (Loss) after tax

325.55

101.89

Earning Per Equity
Share - Basic & Diluted
(in Rs.)

9.05

3.52

Earning Per Equity
Share considering the
impact of Bonus - Basic
& Diluted (in Rs.)

9.05

2.94

The Company has prepared the financial statements in accordance with the generally accepted
accounting principles in India ('Indian GAAP’) to comply in all material respects with the notified
Accounting Standards ('AS') under Section 133 of the Companies Act, 2013 (‘the Act ), read with rule 7 of
the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment Rules,
2016.

2. FINANCIAL PERFORMANCE & HIGHLIGHTS

During the FY 2024-25 (FY’25), your Company has earned a net profit of INR 325.55 Lakhs (Rupees
Three Hundred Twenty Five Lakh & Fifty Five Thousand only)
as compared to a profit of INR
101.89 Lakhs (Rs. One Hundred One Lakh & Eighty Nine Thousand only) in the previous year.

The Company will continue to pursue expansion in the domestic market, to achieve sustained and
profitable growth.

3. COMPANY OPERATIONS AND STATE OF AFFAIRS

The Company is engaged in the manufacturing and trading of Chana, Chana Dal, Flour (Chakki Fresh
Atta), Besan, Multi Grain Atta, Maida. Sooji, Spices. Cattle Feed (Khal) and Edible Oils in its product
range and market & sell it in Rajasthan, Delhi /NCR and Uttar Pradesh under the brand name of
Kherliwala" through the distributors. We process our products with utmost care without using artificial
preservatives or chemicals.

The Company also provides Chana Dal, Atta, Besan, Chana Churi and Cattle Feed (Khal) to the
distributors in bulk quantities of ranging from 30 to 50 kg packaging to sell in loose quantity to end
customer through retail outlets.

The Company follows standard packing process to ensure that quality and authentic taste of our
products range remains intact.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Our revenues from operations for financial year ended on Fiscals 2025 & 2024 were Rs. 6404.49
Lakhs and Rs. 3600.87 Lakhs respectively. Our PAT for the financial year ended on Fiscals 2025 &
2024 was Rs. 325.55 Lakhs & Rs 101.89 Lakhs respectively.

Our senior management team holds rich experience in the FMCG products, with in-depth experience
and knowledge in the sourcing, production, pricing, sale and distribution of FMCG products and have
close relationships with our customers and suppliers. Our senior management team has a
comprehensive understanding of the local conditions of the regions in which we operate and has the
financial and commercial skills, operational knowledge and experience required to continue to develop
and expand our business.

The Company will continue to pursue expansior in the domestic market, to achieve sustained and
profitable growth.

5. SHARE CAPITAL:

A) Authorized Share Capital

The authorized capital of the Company as on 31.03.2025 stands at Rs. 6,00,00,000/- (Rupees Six
Crore Only) divided into 60,00,000 (Sixty Lakhs Only) Equity Shares of Rs. 10.00/- (Rupees Ten).

B) Issue of equity shares with or without differential rights (Material Event after the closure of
Financial Year)

m

Our Company has floated Initial Public Offer duly authorized pursuant to a resolution of our Board of
Directors held on December 02, 2024 and by special resolution passed under Section 62(1 )(c) of the

Companies Act, 2013, at the Extra Ordinary General Meeting of the members held on December 27,
2024.

The following is the summary of the Issue:

PARTICULARS

DETAILS

Equity Shares Offered through Public
Issue01

Issue of upto 14,28,000 Equity Shares of face value
of Rs. 10.00/- each for a cash at a price of Rs. 98
aggregating to Rs. 1,399.44 Lakhs.

Out of which:

Fresh Issue

Upto 14,28,000 Equity Shares of face value of
Rs. 10.00/- each for a cash at a price of Rs. 98
aggregating to Rs. 1,399.44 Lakhs.

Issue Reserved for Market Maker

Upto 72.000 Equity Shares of face value of
Rs. 10.00/- each for a cash at a price of Rs. 98
aggregating to Rs. 70.56 Lakhs.

Net Issue to the Public

Upto 13,56,000 Equity Shares of face value'of
Rs.1C.00/- each for a cash at a price of Rs. 98
aggregating to Rs. 1,328.88 Lakhs.

Of which

Up to 6,78,000 Equity Shares for cash at a price of
Rs. 98/- per Equity Share will be available for
allocation for Retail Investors aggregating to
Rs.664.44 Lakhs

Up to 6,78,000 Equity Shares for cash at a price of
Rs. 98/- per Equity Share will be available for
allocation for Other Investors aggregating to
Rs.664.44 Lakhs

Pre and Post-Issue Equity Shares

Equity Shares outstanding prior to the
Issue

37,26,000 Equity Shares of face value of Rs.10/-
each.

Equity shares outstanding after the
Issue

51,54,000 Equity Shares of face value of Rs.10/-
each.

C) Issue of sweat equity shares

During the year company has not issued any type of Sweat Equity Shares.

D) Issue of employee stock options

During the year company has not issued any type of employee stock options.

E) Issue of Bonus shares

The following Equity shares have been issued during the year :

Date of

No. of Equity

Face Value

Issue Price

Nature of

Allotment

Share Allotted

(In Rs.)

(Including

Allotment

Premium if
applicable)

(In Rs.)

July 01,

5,78,400

10

Nil

Bonus Issue in the

2024

Ratio of 1:5

6. CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the Company.

7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint Venture and Associate Company during the year
under review. ♦

8. CHANGES IN SHARE CAPITAL

During the financial year 2024-25, there is increase in the share capital of the Company. The Paid-up
Share Capital of the company as on 31.03.2025 is Rs. 372.60 Lakhs.

9. TRANSFER TO RESERVE AND SURPLUS

The Company has transferred amount Rs. 325.55 Lakhs to Reserve and Surplus Account.

10. DIVIDEND

In view of current and expected foreseeable growth opportunities, the Board intends to retain the
financial resources of the Company and therefore finds it prudent not to propose any dividend for
the year under reporting.

11. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

12. DEPOSITS

The Company has not invited/accepted any deposits from the public during the year ended March
31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

13. DIRECTORS

Your Company beliefs that a strong Board is imperative to create a culture of leadership to provide a
long-term vision and policy approach to improve the quality of governance. As on March 31, 2025, the
Board of Directors of the Company consists of optimum combination of Executive Directors, Non¬
Executive Director & Independent Directors of the Company.

A) Composition

As on March 31, 2025, the Company has Five Directors and Two KMPs with an optimum
combination of Executive, Non-Executive Directors & Independent Directors, below is the
composition of the Board of Directors:

Name of the Board of
Director and Key
Managerial Person

Designation/Change in
Designation

Date of Appointment
at Current
Designation

Brij Bhushan

Managing Director

28/12/2023

Sanjay Kumar Jain

Non- Executive Director

28/03/2016

Mona Singhal

Non- Executive Director

28/03/2016

Pravita Khandelwal

Independent & Non¬
Executive Director

02/12/2024

Pooja Kapoor

Independent & Non¬
Executive Director

02/12/2024

Arpit Gupta

CFO

28/12/2023

Sanjiva Gaur

Company Secretary

02/12/2024

B) Induction, Re-Appointment, Change in designation and Resignation

During the Financial year under review and date of board report, following changes took place in the
composition of the Board of Directors of the Company:

Sr

No

Name

Status

W.E.F

1

Pravita Khandelwal

Independent & Non- Executive
Director

2nd Dec. 2024

2.

Pooja Kapoor

Independent & Non- Executive
Director

2nd Dec, 2024

3,

Shubhangi Agarwal

Independent & Non- Executive
Director

Resigned wef
May 31, 2024

4

Achal Kapoor

Independent & Non- Executive
Director

Resigned wef
May 31, 2024

During the financial year under review and date of board report, following changes took place in the
composition of the KMP of the Company:

Mr Sanjiva Gaur was appointed as Company Secretary & Compliance officer, (w.e.f. 2nd Dec, 2024).
Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act, read with Companies (Management &
Administration) Rules. 2014 and Articles of Association of the Company, Mr. Sanjay Kumar Jain
(DIN: 07454909), Director of the Company, who retires by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment and the Board recommends his re-appointment on
the same terms and conditions

C) Declaration by an Independent Director(s) and re- appointment, if any

The Company has received necessary declaration from all the independent directors that they meet
the criteria of Independence throughout the year as provided under Section 149(6) of the Companies
Act, 2013. The Independent Directors have also confirmed that they have complied with the
Company’s Code of Business Conduct & Ethics.

D) Constitution of Various Committee (Approved by the Board of Directors at their Meeting
held on 2nd December, 2024:

Sr. No.

Name of the Committee

Chairperson

Members

1.

Audit Committee

Ms. Pravita Khandelwal
(Non- Executive
Independent Director)

Ms. Pooja Kapoor
(Non- Executive
Independent Director)

Ms. Mona Singhal
(Non- Executive Director)

2.

Nomination &
Remuneration
Committee

Ms. Pravita Khandelwal
(Non- Executive
Independent Director)

Ms. Pooja Kapoor
(Non- Executive
Independent Director)

Ms. Mona Singhal
(Non- Executive Director)

3.

Stakeholders

Relationship

Committee

Ms. Pravita Khandelwal
(Non- Executive
Independent Director)

Ms Mona Singhal
(Non- Executive Director

Mr. Sanjay Kumar Jain
(Non- Executive Director)

4.

Secretary for the
Committees

Sanjiva Gaur, Company
Secretary & Compliance
Officer will act as
Secretary for all the three
Committees.

14. PERFORMANCE EVALUATION

In line with the provisions of Section 134(3) of the Companies Act, 2013 and Rules made thereunder
read with the relevant provisions of the SEBI Listing regulations, 2015, the Board of Directors has
carried out an annual evaluation of its own performance, Board Committees and individual Directors.
The performance of the Board of Directors and its Committees were evaluated on various parameters
such as structure, composition, experience, performance of specific duties and obligations, quality of
decision making and overall effectiveness.

The performance of individual Directors was evaluated on parameters, such as meeting attendance,
participation and contribution and independent judgment.

The Board members noted from time to time the suggestions/ inputs of Independent Directors,
Nomination Committee and Audit Committee and also discussed various initiatives to further improve
the Board effectiveness.

In a separate meeting of Independent Directors held on March 3rd. 2025 performance of non¬
independent Directors, performance of the Board as a whole and performance of the Chairman was
evaluated.

Criteria for performance evaluation criteria is available on the website of the Company at
https://abramfood.in/.

15. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE AND OTHER
MATTERS PROVIDED UNDER SECTION 178 (3)

The Company has in place a Nomination & Remuneration Committee in accordance with the
requirements of the Companies Act, 2013.

The Committee has formulated a policy on Director's appointment and remuneration including
recommendation of remuneration of the key managerial personnel including senior management and
other employees, composition and the criteria for determining qualifications, positive attributes and

independence of a director and the policy is available on the website of the Company i.e.

https://abramfood.in/

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In compliance with the requirement of the Companies Act, 2013 and SEBI Listing Regulations, the
Company has established a Whistle Blower Policy / Vigil Mechanism Policy that enables the Directors and
Employees to report genuine concerns. The vigil mechanism provides for

a) adequate safeguards against victimization of persons who use the vigil mechanism; and

b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in
appropriate or exceptional cases.

No complaint of this nature has been received by the Audit Committee during the year under review.

No person has been denied access to the Chairperson of the Audit Committee. During the financial
year 2024-25, no cases under this mechanism were reported to the Company.

The Vigil Mechanism - cum - Whistle Blower Policy may be accessed on the Company's website at
the link:
https://abramfood.in/.

17. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTORS APPOINTED DURING THE YEAR.

In accordance with the provisions of the Companies Act, 2013. and based on the declarations received
from the independent directors, the Board of Directors hereby affirms that the independent directors
appointed during the financial year 2024-25 possess the requisite integrity, expertise, and experience
to effectively contribute to the governance of the company.

The independent directors have demonstrated a high degree of professionalism, ethical standards,
and integrity, and they bring significant expertise and experience to the Board. Their diverse
backgrounds and skills, including proficiency in areas such as finance, legal, corporate governance,
industry expertise, enable them to provide valuable insights and objective judgment in the best interest
of the company and its stakeholders.

Furthermore, the Board is of the opinion that all independent directors appointed during the year have
met the criteria of independence as laid down in Section 149 of the Companies Act, 2013, and the
Rules made thereunder, and have complied with the Code for Independent Directors prescribed under
Schedule IV of the Act. Their contributions to Board discussions have been instrumental in enhancing
the strategic direction and governance framework of the Company."

18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, is annexed herewith as
“Annexure-1”.

19. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013 with respect to
Directors' Responsibility Statement, it is hereby confirmed that:

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

(ii) 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 as at March 31, 2025 and of the profit of the Company for that
period;

(iii) the directors had 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;

(iv) the directors prepared the annual accounts on a going concern basis;

(v) that proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively.

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and
were adequate and operating effectively.

20. NUMBER OF MEETINGS HELD DURING FINANCIAL YEAR 2024-25:

(A) DETAILS OF BOARD MEETINGS

Fifteen meetings of the Board were held during the year. The details of meeting & attendance are

given hereunder. The intervening qap between the Meetings was within the prescribed period.

s

R.

N

o.

Date

of

Board

Meetin

9

Attendance

Mr. Brij

Bhush

an

Mr.

Sanja

y

Kuma
r Jain

Ms.

Mona

Singh

al

Ms.

Pravita

Khandelw

al

Ms.

Pooja

Kapo

or

Mr.

Achal

Kapo

or

Ms.

Shubhan

9'

Agarwal

1

16-04¬

2024

Present

Prese

nt

Prese

nt

NA

NA

2

23-05¬

2024

Present

Prese

nt

Prese

nt

NA

NA

~

3

24-06¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

4

01-07¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

5

17-07¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

6

18-07¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

7

02-08¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

8

05-08¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

9

07-08¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

10

18-09¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

11

3-ID-
2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

12

02-12¬

2024

Present

Prese

nt

Prese

nt

NA

NA

NA

NA

13

11-12¬

2024

Present

Prese

nt

Prese

nt

Present

Prese

nt

NA

NA

14

15-01¬

2025

Present

Prese

nt

Prese

nt

Present

Prese

nt

NA

NA

15

03-03-

Present

Prese

Prese

Present

Prese

NA

NA

2025

nt

nt

nt

(B) DETAILS OF GENERAL MEETINGS

The Details of General meetings held during the financial year 2024-2025 along with the attendance
of directors present in the meetings are mentioned below:

SR

No

Date of

General

Meeting

Type

of

Gener

al

Meeti

ng

Attendance

Mr. Brij
Bhusha
n

Mr.

Sanja

y

Kuma
r Jain

Mrs.

Mona

Singh

al

Ms.

Pravita

Khandel

wal

Ms.

Pooja

Kapoor

1

28-6¬

2024

EGM

Present

Prese

nt

Presen

t

2

20-9¬

2024

EGM

Present

Prese

nt

Presen

t

3

27-12¬

2024

EGM

Present

Prese

nt

Presen

t

4

28-03¬

2025

EGM

Present

Prese

nt

Presen

t

5

30-09¬

2024

AGM

Present

Prese

nt

Presen

t

"

'

(C) DETAILS OF THE MEETINGS OF THE AUDIT COMMITTEES OF THE BOARD

SR.

No.

Date of
Meeting

Ms. Mona
Singhal

Ms. Pravita
Khandelwal

Ms. Pooja
Kapoor

1

11-12-2024

Present

Present

Present

2

03-03-2025

Present

Present

Present

NOMINATION AND REMUNERATION COMMITTEE & STAKEHOLDER’S RELATIONSHIP COMMITTEE
MEETING DURING THE FY 24-25

There was no meeting held for Nomination and Remuneration Committee & Stakeholder's
Relationship Committee Meeting during the FY 24-25

Further the terms of reference of the Committees and other information, stakeholders may access
the Company’s website at the link: n. /
abramfoo.i in

21. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

22. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY

The Company has developed and implemented a Risk Management Policy and the board shall
review the probable risks identified and mitigation measures periodically.

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

There are no significant material orders passed by the Regulators/Courts/Tribunals which would
impact the going concern status of the Company and its future operations.

24. CORPORATE SOCIAL RESPONSIBILITY

During the period under review the company is not covered under the criteria of applicability of
Corporate Social Responsibility pursuant to the provisions of Section 135 of the Companies Act,
2013.

25. DETAILS OF FRAUD AS PER AUDITOR'S REPORT

There is no fraud in the Company during the financial year ended on 31.03.2025.

26. APPOINTMENT OF AUDITOR

Pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, [including any
statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in
force] and pursuant to recommendations of the Board of Directors of the Company, M/s. Gaur &
Associates, Chartered Accountants (Firm Registration No. 005354C) were appointed as the Statutory
Auditors of the Company at the 16th Annual General Meeting held on 30/09/2024 to hold office for a
term of 5 (Five) consecutive years from conclusion of this Annual General Meeting till the conclusion of
the 21st Annual General Meeting of the Company at such remuneration as may be determined by the
Board of Directors.

The reports given by the Auditors, M/s. Gaur & Associates. Chartered Accountants on the standalone
financial statements of the Company for the year ended 31st March, 2025 forms part of this Annual
Report and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in
their Reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section
143(12) of the Act.

21. SECRETARIAL AUDITOR

The Company doesn't fall under the limit specified under Section 204 of the Companies Act, 2013
thus the requirement of obtaining a Secretarial Audit Report from the practicing company secretary
as per the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014 is not applicable to your
Company.

However, the Company has been listed at BSE SME segment wef 1sl July. 2025. Consequently,
Secretarial Audit shall be applicable from FY 25-26.

28. INTERNAL AUDIT

Internal Audit is aimed at evaluation of the efficacy and adequacy of internal control systems and
compliance thereof, robustness of internal processes, policies and accounting procedures and
compliance with laws and regulations.

As per Section 138 of Companies Act, 2013, this provision is not applicable on the Company.

Due to listing of the Company at BSE SME segment, this Section shall be applicable from FY 25-26.

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

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

30. TRANSACTIONS WITH RELATED PARTIES

During the Financial Year ended 31st March, 2025 all transactions with the Related Parties as defined
under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm's
length basis.

During the year under review, your Company has entered into certain Related Party Transaction which
required approval of the Members and the same has been approved by the Shareholders at Extra¬
ordinary General Meeting held on 20/09/24.

However, there have been no materially significant related party transactions made by the Company
with the Promoters, the Directors or the Key Managerial Personnel which may be in conflict with the
interests of the Company at large.

Since all related party transactions entered into by your Company were in the ordinary course of
business on arm’s length basis, however details of material transactions exceeding the threshold limit
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 have been provided in the prescribed Form AOC -
2 (Annexure-2).

The Policy on Related Party Transactions as approved by the Board can be accessed on the
Company's website at following web-link: https://abramfood.in/investor-relations/.

The details of the related party transactions are set out in the notes no 34 to the financial statements.

31. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 read with the Companies
(Management and Administration) Rules. 2014, the disclosure of extract of annual return is not
applicable to the Company.

32. DISCLOSURE ABOUT COST AUDIT

The provision of maintenance of cost audit records and filing the same is not applicable to the
Company.

33. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND
DATE OF BOARD REPORT

MAJOR EVENTS RELATED TO INITIAL PUBLIC OFFERING OF COMPANY (IPO)

• Board Meeting for raising fund through Initial public offering: At the Board meeting held on
December 02, 2024, The Board passed the Resolution pursuant to the Companies Act, 2013,
SEBI ICDR Regulations, and other applicable laws, proposed to raise total amount including
amount of securities premium by such offerings not to exceed Rs. 30 crores (Rupees Thirty
Crores Only) by equity shares of face value ?10 each.

Extraordinary General Meeting for raising fund through Initial public offering: - At the Extraordinary
General Meeting of the Shareholders of the Company held on December 27, 2024, pursuant to the
provisions of Section 23, Section 62(1 )(c) and other applicable provisions of the Companies Act, 2013,
the rules made thereunder, the Memorandum and Articles of Association of the Company, the SEBI
(ICDR) Regulations, 2018, the Securities Contracts (Regulation) Act, 1956 and all other applicable laws
and subject to necessary approvals from statutory and regulatory authorities, the consent of the
shareholders was accorded to the Board of Directors to create, offer, issue and allot equity shares of ?10
each, ranking pari-passu with existing equity shares, whether at par or premium, through an Initial Public
Offer (IPO), for an aggregate amount not exceeding ?30 crores, including amount of securities premium,
through an Initial Public Offer (IPO).

• Board Meeting for Filing Red Herring Prospectus: At the meeting of the Board of Directors of the

Company held on 17lh June, 2025, the Board, pursuant to the provisions of Sections 26 and 32 of the
Companies Act, 2013 and other applicable laws, passed a resolution authorizing any of the Directors of
the Company, Mr. Arpit Gupta. Chief Financial Officer & Mr. Sanjiva Gaur, Company Secretary to
file the Red Herring Prospectus with SEBI, the concerned Stock Exchange(s), and any other regulatory
authority, as may be required. ,

• Listing and Trading Approval: The Company received listing and trading approval from the Bombay
Stock Exchange (BSE) dated July 1, 2025, following the successful completion of all mandatory
procedures required under BSE and SEBI regulations.

• Listing Ceremony: The Company successfully listed its securities on the SME platform of the Bombay
Stock Exchange on July 01, 2025, marking the commencement of official trading of its equity shares on
the exchange a notable development during the financial year 2025-26 was the successful completion of
the Company's Initial Public Offering (IPO), followed by its listing on the BSE-SME platform with effect
from 01 July 2025. This milestone represents a pivotal moment in the Company's growth journey and
reflects the confidence of investors in the Company’s business model and future prospects.

All the Documents Related to IPO are available on Abram Food Limited website: -

https://abramfood.in/

34. SECRETARIAL STANDARDS

The Company has complied with the requirements prescribed under the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of
Companies Secretaries of India

35. WEB ADDRESS

A copy of the Annual Return as provided under section 92(3) of the Act, in the prescribed form,
which will be filed with the Registrar of Companies/MCA, is hosted on the Company's website and
can be accessed at
https:// https://abramfood.in/annual-return//

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

Your Company has zero tolerance for sexual harassment at workplace and has adopted a strong
framework on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act. 2013 ('PoSH Act ) and Rules framed thereunder. All employees (including trainees,
apprentices and probationers) of the Company at all its locations are covered in this policy.

Internal Complaints Committee ('ICC') is in place to redress complaints of sexual harassment and
the Company has complied with the provisions relating to the constitution of ICC under the PoSH
Act.

Your Company holds a strong commitment to provide a safe, secure and productive work
environment to all its employees. The Company strives to ensure that every employee is informed
and compliant with all statutory policies and practices. PoSH awareness and sensitization are an
integral part of this process.

During the year under review, no complaints were received under the policy for prevention,
prohibition & redressal of sexual harassment of women at workplace.

The details of complaints received or disposed off during the reporting year are as follows:

Number of Sexual Harassment Complaints
received

Nil

Number of Sexual Harassment Complaints
disposed off

Not Applicable

Number of Sexual Harassment Complaints
pending beyond 90 days

Not Applicable

Details of employees as on March 31, 2025 are as jnder:

Female Employees in the Company

6

Male Employees in the Company

13

Transgender Employees in the Company

0

Total no. of employees

19

37. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and
has extended all statutory benefits to eligible women employees during the year.

38. PARTICULARS OF EMPLOYEES

Details as required under the provisions of section 197(12) of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended,
containing, inter alia, ratio of remuneration of Directors to median remuneration of employees and
percentage increase in the median remuneration:
Annexed as Annexure 3

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2)

& (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is Nil.

39. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VERIFICATION DONE AT THE
TIME OF SETTELEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTIUTIONS ALONG WITH THE REASONS THEREOF

As the Company has not done any one-time settlement during the year under review, no disclosure
is required in this regard. .

40. CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board members and Senior Management
Personnel of the Company. All Board members and Senior Management Personnel have affirmed
compliance with the said Code of Ethics & Conduct.

41. GENERAL

Your directors state that no disclosure or reporting is required in respect of the following matters as
there were no transactions on these items during the year under review:

a) There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation

b) No fraud has been reported by the Auditors to the Audit Committee or the Board.

c) There has been no application made or pending under Insolvency and Bankruptcy Code, 2016

d) As per Rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the period
under review, your Company has not issued Sweat equity shares.

e) As per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the period
under review, your Company has not issued equity shares under the scheme of employee stock
option.

0 As per Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014, regarding voting
rights exercised directly or indirectly by the employees in respect of shares held by them: NA as
no shares have been allotted to Employees as on date.

g) During the Financial Year under review, the Company neither filed any application nor had any
proceedings pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore,
it is not applicable to the Company.

h) As per Rule 8(5) (xii) of Companies (Account) Rules, 2014, during the year under review, the
Company has not any one-time settlement for loans taken from the Banks or Financial
Institutions, and hence the details of difference between amount of the valuation done at the
time of one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof is not applicable.

42. ACKNOWLEDGMENTS

The Directors thank the Company's employees, customers, vendors, investors and academic
partners for their continuous support. The Directors also thank the Government of India,
Governments of various states in India, Governments of various countries and concerned
Government departments and agencies for their co-operation. The Directors appreciate and value
the contribution made by every member of the Abram Food Limited family.

For and oifr behalf of the Board
Abram Fdoa umi^B 1*000 Limited

Brij Bhushan Mona Singhal

Managing Director Director

DIN:01934853 DIN:07457919

Address: Plot No. 11, Address: Plot No. 11,

Flat No. 502 Flat No. 502

Motidungri,Excellency, Motidungri Excellency,Alwar

Alwar, Rajasthan Rajasthan,India,301001

India,301001

Date: 28/08/2025

Place: Delhi