Madhur Industries Ltd

To,

The Members,

Your Directors have pleasure in presenting herewith their 51^ST Annual Report on the business and operation of the Company together with the Audited Statements of Accounts of the Company for the financial year ended on 31^st March, 2024.

1. FINANCIAL RESULTS-STANDALONE AND HIGHLIGHT:

2. STATE OF COMPANY’S AFFAIRS AND OPERATIONS:

Madhur Industries Limited (CIN: L51909GJ1973PLC002252) is a leading manufacturing Company in food products. Madhur is a well-known name in the Indian food industry since 1975. It has achieved great reputation in the market because of the unique taste of its products, which it has maintained since it came into business.

? SEGMENT-WISE POSITION OF BUSINESS AND ITS OPERATIONS:

The Company is engaged in only one business i.e. manufacturing of food products. Accordingly there are no segments of business activity of the Company

? CHANGE IN STATUS OF THE COMPANY:

The status of the company has not been changed during the financial year 2023-24.

? KEY BUSINESS DEVELOPMENTS:

The company owns a well-equipped laboratory where all the products are examined in detail. The laboratory has modern equipment’s like Gas-chromatography, HPLC, Spectrophotometer and it is also equipped for conducting microbiological test & other routine tests. As a result of which, Madhur is able to meet all National and International Standards like ASTA, EEC, BIS, PFA, CODEX or whatever an individual buyer's requirements may be. Madhur is an ISO 9001-2000 and HACCP certified company.

? CHANGE IN THE FINANCIAL YEAR:

The company has not changed its financial year during the year.

? CAPITAL EXPENDITURE PROGRAMMES: Not Applicable

? DETAILS AND STATUS OF ACQUISITION, MERGER, EXPANSION MODERNIZATION AND DIVERSIFICATION: Not Applicable

? DEVELOPMENTS, ACQUISITION AND ASSIGNMENT OF MATERIAL INTELLECTUAL PROPERTY RIGHTS: Not Applicable

? ANY OTHER MATERIAL EVENT HAVING AN IMPACT ON THE AFFAIRS OF THE COMPANY:

No material events have occurred during the financial year 2023-24 which impact on the affairs of the Company.

3. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitment have occurred during the financial year 2023-24 which impact on the financial position of the Company.

4. NUMBER OF THE BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR SPECIFYING THE DATES OF THE BOARD MEETINGS:

During the year, (8) Eight Board Meetings and (4) Four Audit Committee Meetings were duly convened and held. The following are the dates on which the said Board Meetings held:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

? COMMITTEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues. The Board has constituted following Committees: Audit Committee Nomination and Remuneration Committee

Stakeholder’s Relationship Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance’ of the company which forms part of this Annual Report.

5. DETAILS OF DIRECTOR WHO WERE APPOINTED OR RESIGNED DURING THE FINANCIAL YEAR:

There was no change took place in the composition of the Board of Directors of the Company during the financial year under review.

There was following changed took place in the composition of the Key Managerial Persons (KMP) of the Company during the financial year under review:

The Board Of Directors of the Company had appointed MRS. PUNAM KUMARI JAIN (PAN: BBKPJ9784N) as Company Secretary and Compliance Officer with effect from 16/06/2023 by way of Board Resolution dated 15/06/2023.

MRS. DIVYA NEHAL SHAH (PAN: AHJPL7772Q) resigned from the Company Secretary and Compliance Officer post with effect from 15/06/2023.

Sudden and sad demise of Mr. Vinit Parikh (DIN: 00494521) as Managing Director of the Company on 26^th January, 2024.

6. DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to requirement under 134 (3) (c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

? In the preparation of the annual accounts for the financial year ended on 31^st March, 2024 the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

? The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2024 and of the profit of the company for the financial year ended on that date;

? The Directors have 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;

? The Directors had prepared the annual accounts on a going concern basis;

? The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

? The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

7. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS/COURTS/ TRIBUNALS AGAINST THE GOING CONCERN STATUS OF THE COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operation in future.

8. DETAILS OF FRAUD REPORTED BY THE AUDITOR UNDER SUB SECTION (12) OF SEC 143 OF COMPANIES ACT:

During the financial year 2023-24, the Statutory Auditor has not reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board’s Report.

9. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2024 forms part of this report as ‘Annexure:

I’.

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. HARISH P. JAIN AND ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y.2023-24. The Report of the Secretarial Auditor for the F.Y. 2023-24 is annexed to this report as ‘Annexure:

II’ to the Directors’ Report.

The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm’s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

M/S. HARISH P. JAIN AND ASSOCIATES, Practicing Company Secretaries, Ahmedabad, have examined the books, papers, minute books, forms and returns filed and other records maintained by M/S. MADHUR INDUSTRIES LIMITED for the financial year ended on 31^ST MARCH, 2024 according to the provisions of The Companies Act, 2013 (the Act) and the rules made thereunder, Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) and The Listing Agreements entered into by the Company with BSE Limited Stock Exchange(s). During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject.

The company has not transferred any amount to reserves during the financial year under review.

Due to loss in the financial year 2023-24, the Directors did not recommend dividend during the financial year under review.

In terms of provisions of Section 134(3) (G), the company has not granted any Loans, guarantee, or made Investment during the year 2023-24. However, the Disclosure as per Section 134(3) (g) containing the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as "Annexure: III" and forms part of this Report.

There has been no change in the nature of business of the company during financial year under review.

The existing Independent Directors of the Company are engaged with the Company Since many years and having vast experience and profound knowledge with respect to workings of the Company. They also possess industry specific knowledge and skills which is beneficial for growth of the Company. The Company can reach higher level of growth in terms of business expansion and turnover under their guidance and leadership.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

During the financial year under review, The Company has not entered into transactions with its subsidiaries, associates and joint ventures and not become or ceased to be the subsidiaries, associates, and joint ventures.

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. The company has accepted the unsecured Loan from directors of the company in the past which is exempt as per Section 73 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(V)&(VI) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

Your Company has not accepted any deposits from the public which is not in compliance of Chapter V of the act.

The Company has not carried out any activities relating to the import and export during the financial year.

(a) Conservation Of Energy:

(b) Technology absorption:

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

During the year, the Company continue to implement suggestions and recommendations to improve the control environment. 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.

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014, Company does not fall under the criteria for maintaining cost record for the financial year 2023-24.

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having 10 or more employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

There is only one employee working in the Organization. The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place. However, the company is not required to setup the internal complaints committee in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015. The Board and the Nomination and

Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

All related party transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm’s length basis. All such Related Party Transactions are placed before the Audit Committee for approval.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: IV ‘the same forms part of this report, pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The Board has on the recommendation of Nomination and Remuneration/ Compensation

Committee framed a policy on directors’ appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ‘Annexure: V.

The Audit Committee comprises of 3 members out of which 2 are Non-Executive and Independent Directors. Accordingly, the Company has complied with the requirements of Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 relating to composition of Audit Committee. The Audit Committee has reviewed financial condition and results of operations forming part of the management discussion and analysis, statement of significant related party transactions as submitted by the management.

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.madhur.co under investors/others/Whistle blower Policy link.

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

The company has been not revised financial statement and the board report.

The company does not fall under the purview of the section 135 of the Companies Act, 2013 which requires formulating a Corporate Social Responsibility Committee and adopting any activities as specified in Schedule VII.

The company does not introduce an employee stock option plan (ESOP) during the period under review.

As on 31^st March, 2024, the Authorized Share Capital of the Company is Rs. 5,00,00,000/- (Rupees Five Crore Only) Comprising of 50,00,000 (Fifty Lakh only) Equity Shares of Rs. 10/-(Rupee Ten only).

As on 31^st March, 2024, the Paid-up Shares Capital of the Company is Rs. 4,09,00,000/- (Rupees Four Crore Nine Lakh Only) Comprising of 40,90,000 (Forty Lakh Ninety Thousand only) Equity Shares of Rs. 10/-(Rupee Ten only). The company has not issued any securities during the period under review.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s J U SHAH & CO. (FIRM REG. NO: 129209W), Chartered Accountants, have been appointed as Statutory Auditors of the company at the Annual General Meeting held on September 30, 2023 to hold the office till the conclusion of Annual General Meeting of the Company for the financial year 2027-2028.

Auditors comments on your company’s accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013. Notes to the accounts referred to in Auditor’s report are self explanatory and therefore do not call for any further comments.

Pursuant to Section 204 of the Companies Act, 2013, your company had appointed M/S. HARISH P. JAIN AND ASSOCIATES, Practicing Company Secretaries, Ahmedabad, as its Secretarial Auditors to conduct the Secretarial Audit of the company for F.Y. 2023-24. The Report of the Secretarial Auditor for the F.Y. 2023-24 is annexed to this report as ‘Annexure: II’ to the Directors’ Report.

The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197, of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, are forming part of this report as "Annexure VI".

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employees is paid remuneration of Rs. 8.5 Lac Per Month and Rs. 1.02 Cr. Per Annum.

During the year, no application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) before the regulators or courts, or tribunals impacting the going concern status and the Company’s operation in the future.

41. DISCLOSURE REGARDING VALUATION:

Declaration regarding valuation disclosure is not applicable to the company during year under review.

42. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.