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
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Nil
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Number of Sexual Harassment Complaints disposed off
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Not Applicable
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Number of Sexual Harassment Complaints pending beyond 90 days
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Not Applicable
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Details of employees as on March 31, 2025 are as jnder:
Female Employees in the Company
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6
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Male Employees in the Company
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13
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Transgender Employees in the Company
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0
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Total no. of employees
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19
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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
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