Your Directors have pleasure in presenting the 2^nd (Second) Annual Report of Freshara Agro Exports Limited (“the
Company”) together with the Audited Financial Statements for the financial year ended March 31, 2025. This
report states compliance as per the requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards,
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(“Listing Regulations”) and other rules and regulations as applicable to the Company.

1. PERFORMANCE AND HIGHLIGHTS

1.1. FINANCIAL PERFORMANCE AND HIGHLIGHTS:

The Company’s financial performance for the year ended March 31, 2025 is summarized as below:

(Amount in Lakhs)

During the period under review, the Company’s revenue from operations stood at Rs. 25,063.55 Lakhs as
against the Revenue of Rs. 7,127.66 Lakhs during the previous year ended on 31^st March, 2024. Though the
previous financial year consisted of only 4 months of effective operations, the Company has marked around
251.63% increase in the revenues generated during the period under review.

This increased revenue from operations along with optimum and conservative operational expenditure has
resulted in a Net Profit of Rs. 2,878.86 Lakhs as against 996.77 Lakhs during the previous financial year. This
also marks an increase in the overall profits earned by the Company at 188.82 % increase than the profits
earned during the previous financial year.

1.2 OPERATIONAL PERFORMANCE AND HIGHLIGHTS

The Product wise revenue bifurcation is given below:

The Company continues to strengthen its position as one of India's leading exporters of high-quality preserved
gherkins, catering to a diverse customer base across multiple international markets.

2. STATE OF COMPANY'S AFFAIRS & OPERATIONS WITH FUTURE OUTLOOK

The Shareholders may be aware that your Company was incorporated by way of conversion of erstwhile
Partnership Firm, M/s. Freshara Picklz Exports during the Financial Year 2023-24.

During the FY 2024-25, the Company has issued 64,99,200 Equity shares of Rs.10 each at a premium of
Rs.106/- each by way of Initial Public Offer (‘IPO’) and got listed on Emerge Platform of National Stock
Exchange of India Limited on 24^th October, 2024.

The Revenue from the operations (including other income) during the period under review has been reported
at Rs. 260.68 Crores as against the Revenue from the operations (including other income) of Rs.73.24 Crores
during the previous financial year.

Leveraging our enhanced infrastructure, diversified portfolio, strong farmer partnerships, and steadily
expanding global presence, the Company is poised to accelerate its growth trajectory. With a clear vision and
strategic roadmap, we are confident of achieving our ambitious target of 30% annual growth in the coming
years, while continuing to create sustainable value for all stakeholders.

Detailed report on operations and structure of Business of the Company has been included in Management
Discussion and Analysis Report, which forms part of this Annual Report.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve account during the reporting period.

4. DIVIDEND

The Board feels that it is prudent to plough back the profits for future growth, value addition to the company
and for forming a strong business base so that revenue flows from many channels. Therefore, the Directors of
your Company have decided not to recommend any dividend for the financial year 2024-25.

5. RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks
in a proactive and efficient manner. Towards this, the Board has formed a Risk Management Committee and
the Company at regular intervals monitors the financial, operational, legal risk to the Company through
procedures like audit, inspections etc. Your Company has also adopted Risk Management policy which is
available in the link https://www.fresharaagroexports.com/investor-center/policies. The Risk Management
policy has been formulated and implemented by the Company in compliance with the provisions of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During
the period under review, the RMC and the management have not found any risk, which in the opinion of the

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the period under review, there is no unpaid/unclaimed dividend which is required to be transferred
to IEPF (Investor Education and Protection Fund) as per the provisions of the Companies Act, 2013.

7. CHANGE IN CAPITAL STRUCTURE

(INITIAL PUBLIC OFFER) IPO AND LISTING AT NSE SME PLATFORM:

During the year under review, the Company had successfully come out with its SME - IPO (Initial Public
Offering). The Public issue consisted of 64,99,200 equity shares of face value of Rs.10/- each at a premium
of Rs.106/- as per equity share aggregating to Rs. 75.39 Crores. The Company received the overwhelming
response for the said IPO issue and said shares got listed on the NSE - EMERGE platform on 24^th October, 2024.
Subsequent to completion of IPO, the paid-up share capital of the Company increased to Rs. 23,49,92,000/-.
The success of IPO reflects the trust, faith and confidence that customers, business partners and markets have
reposed in your Company.

The Company's shares are listed on NSE EMERGE platform with ISIN: INE0SFW01015 &
NSE Symbol: FRESHARA.

UTILIZATION OF IPO PROCEEDS:

The company confirms that there have been no deviations or variations on the utilization of proceeds raised
through IPO.

7.1 Authorised Share Capital:

The authorized capital of your Company as on 31^st March, 2025 stood at Rs. 25,00,00,000/- consisting
of 2,50,00,000 Equity shares of Rs.10/- each.

7.2 Issued, Subscribed & Paid-up Share Capital and Allotments:

The Issued, Subscribed and Paid up capital of the Company as on 31^st March, 2025 stood at
Rs. 23,49,92,000/- consisting of 2,34,99,200 Equity shares of Rs. 10/- each.

• The Company has not issued any equity shares with differential rights as to dividend, voting or
otherwise during the year under review. However, during the year under review, following Allotments
were made by the Company.

• The Company has not bought back any of its securities during the year under review.

• The Company has not issued any Sweat Equity Shares during the year under review.

• No Bonus Shares were issued during the year under review.

• The Company has not provided any Stock Option Scheme to the employees.

• There were no Shares having voting rights not exercised directly by the employees and for the
purchase of which or subscription to which loan was given by the Company.

• Your Company has not issued any securities that are convertible into equity shares at a future date
and nor any such shares are outstanding previously.

• As on 31st March 2025, none of the Directors of the Company held instruments convertible into
equity shares of the Company.

Promoter Lock-in Details

As on 31.03.2025, the following equity shares held by the promoters/promoter group are under lock-in as
per SEBI regulations:

8. CHANGE IN NATURE OF THE BUSINESS

There was no change in the nature of business of the Company during the year under review.

9. HUMAN RESOURCE DEVELOPMENT

The Company sees its employees as critical to the future and believes that every employee needs to possess
apart from competence, capacity and capabilities, sustainable values, current and contemporary which would
make them useful and relevant and competitive in managing the change constructively for overall growth of
the organization. To this end the company’s approach and efforts are directed towards creating a congenial
work atmosphere for individual growth, creativity and greater dedicated participation in organizational
development. The company currently employs 448 persons. The Company believes that the success of an
organization largely depends on the quality of its workforce. Employee relations remained cordial and
peaceful throughout the year.

10. HEALTH, SAFETY AND ENVIRONMENT

Safety pertains to protecting the health and well-being of employees, visitors and other stakeholders
involved in an organization’s activities. Your Company is committed to take adequate measures related to
environment, employee health and safety. It is our responsibility to provide a workplace free from accidents,
injuries and exposure to hazardous substances, conserve natural resources and prevent pollution to protect
the environment. Some of the key initiatives taken by the Company are:

1. Usage of LED lights in all the factory units for reducing energy consumption.

2. During the year, the Company continued its commitment to renewable energy by utilising 97.5 kW of
solar power at its factory premises. This initiative has contributed to reducing the Company’s carbon
footprint and operational energy costs, reinforcing our commitment to sustainable and environmentally
responsible operations.

3. Enhanced CCTV coverage area at all factories to strengthen our surveillance system.

4. Conducted awareness program to prevent sexual harassment of women.

5. The Company conducted a Fire Safety Awareness Program during the year. The initiative aimed to
educate employees on fire prevention measures, safe evacuation procedures, and emergency response
protocols, thereby strengthening the overall safety culture within the organization.

11. QUALITY INITIATIVES

The Company has processing facility that is equipped with state of the art quality control measures and an
optimum packaging utility system, ensuring a high standard of production and supervision. Moreover, for
product testing, we use our own laboratory inside the processing facility with a dedicated team. Our Company
is certificated by IFS, FSSAI, FDA and Star-K Kosher, BRCGS.

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

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are
annexed to this report as Annexure-1.

13. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 (3) (c) of the Companies Act, 2013, the Directors of your Company
confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and
there are no material departures from the said standards;

(ii) such accounting policies have been selected and applied 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 of the company for that period;

(iii) proper and sufficient care has been taken 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;

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

(v) proper internal financial controls have been laid down and that such internal financial controls are
adequate and are operating effectively; and

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

14. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

Your Company does not have any subsidiary, joint venture or associate companies. Hence, your Company is
not required to present the consolidated financial statement as per the requirement of the Companies Act,
2013 and the rules made thereunder. During the year under review, none of the companies have become or
ceased to be the associate/ subsidiary/ joint venture/ holding Company.

15. MATERIAL CHANGES AND COMMITMENTS

There is no material change and commitments 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 relates and
the date of the report.

During the year, the Company achieved a significant operational milestone with the successful commencement
of commercial production at its new state-of-the-art manufacturing facility located at Sy. No. 30/12A1A,
Chengilikuppam Village, Ambur Taluk, Tirupattur District - 635751, on January 2, 2025. The new facility
is equipped with modern technology and enhanced production capabilities, enabling the Company to meet
increasing market demand, improve operational efficiency, and support its long-term growth strategy.

16. PROGRAMME FOR FAMILIARISATION OF INDEPENDENT DIRECTORS

The Company has formulated a policy to familiarise the Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the industry in which the Company operates, business
model of the Company, etc., through various programs. The details of familiarization programs are disclosed
on the website of the Company at www.fresharaagroexports.com.

y

17. COMPOSITION OF THE BOARD OF DIRECTORS

During the year under review, there has been no changes in the composition of the Board of Directors. The
Board of Directors consists of:

The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

A. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR AND UPTO THE DATE OF THIS REPORT

The changes in the composition of Board and KMP are as follows:

**During the year Ms. Sribalambika Muthukumar ceased to hold office as Company Secretary and
Compliance Officer w.e.f June 11, 2024 and Mr. Ajay Kumar Rana was appointed as Company Secretary
and Compliance Officer w.e.f June 11, 2024.

B. RETIREMENT BY ROTATION:

In terms of Section 152 (6) of the Companies Act, 2013 and as per Articles of Association of the Company,
one third of the Directors other than Independent Directors are liable to retire by rotation at the Second
Annual General Meeting of the Company. Mr. Iqbal Ahmed Khudrathullah Mohammed (DIN: 03363277),
Whole Time Director, is liable to retire by rotation and being eligible, offers himself for re-appointment.
His brief profile is provided in the Notice of Annual General Meeting.

C. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received necessary Declaration from each of the Independent Directors of the
Company during the year 2024-25 conforming that they meet the criteria of Independence as prescribed
under 149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 (whenever applicable).

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. They have also confirmed about their enrolment in the data bank
of Independent Directors maintained with the Indian institute of Corporate Affairs.

In the opinion of the Board, the Independent Directors of the Company possess requisite integrity,
expertise, experience and proficiency.

18. MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, Fifteen (15) Board meetings were held in accordance with the provisions
of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting
was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The
prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in
the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time
to time. The details of attendance of the Board Meeting during the financial year 2024-25 are given below:

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

19. COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company and
the terms of reference of these committees are in line with Act:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Risk management Committee

5. Corporate Social Responsibility Committee

1. Audit Committee

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of
Directors held on February 16, 2024 as per the applicable provisions of the Section 177 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended) and in
view of the compliance of the Corporate Governance Provisions, and proposed applicable provisions of
the SEBI (LODR) Regulation, 2015.

The composition of Audit Committee as on March 31, 2025 and the details of meeting attended by its
members during the financial year 2024-25 are given below:

All recommendations of Audit Committee during the year under review were accepted by the Board of
Directors. The Company Secretary acted as the secretary of the Committee.

2. Nomination and Remuneration Committee

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 (as amended) and in view of the compliance of the Corporate
Governance Provisions, and proposed applicable provisions of the SEBI (LODR) Regulation, 2015 vide
board resolution dated February 16, 2024.

The composition of Nomination and Remuneration Committee as on March 31, 2025 and the details of
meeting attended by its members during the financial year 2024-25 are given below:

The details of attendance of the Nomination and Remuneration Committee Meetings during the year are
as under:

3. Stakeholders Relationship Committee

The Company has formed the Stakeholders Relationship Committee as per the provisions of Regulation
20 of SEBI (LODR) Regulation, 2015 vide board resolution dated February 16, 2024.

The composition of Stakeholders Relationship Committee as on March 31, 2025 are given below and the
details of meeting attended by its members during the financial year 2024-25 are given below::

4. Risk management Committee

The Company has formed the Risk management Committee as per the provisions of Regulation 21 of the
SEBI (LODR) Regulation, 2015 vide board resolution dated February 16, 2024.

The composition of Risk management Committee as on March 31, 2025 are given below and the details
of meeting attended by its members during the financial year 2024-25 are given below:

The details of attendance of the Risk Management Committee Meetings during the year are as under:

5. Corporate Social Responsibility Committee

The Company has formed Corporate Social Responsibility Committee as per Section 135 of Companies
Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 vide board
resolution dated February 16, 2024.

The composition of Corporate Social Responsibility Committee as on March 31, 2025 and the details of
meeting attended by its members during the financial year 2024-25 are given below:

20. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 10^th January, 2025 without the presence of Non¬
Independent Directors and members of Management. In accordance with the Listing Regulations, read with
Section 149 (8) and Schedule-IV of the Act, following matters were, inter alia, reviewed and discussed in the
meeting:

i. Performance of Non-Independent Directors and the Board of Directors as a whole;

ii. Performance of the Chairman of the Company taking into consideration the views of Executive and Non¬
Executive Directors;

iii. Assessment of the quality, quantity and timeliness of flow of information between the Company
Management and the Board that is necessary for the Board to effectively and reasonably perform their
duties

All the Independent Directors were present at the meeting. The observations made by the Independent
Directors have been adopted and implemented.

21. BOARD EVALUATION

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, the Board and the
Nomination and Remuneration Committee evaluated the effectiveness of its functioning and that of the
Committees and of Individual directors including Independent Directors by seeking their inputs on various
aspects of Board/Committee Governance in its meeting held on 10^th January, 2025. The evaluation covered
functioning and composition of the Board and its committees, understanding of the roles and responsibilities,
experience, competencies, participation at the Board and Committee meetings, corporate governance
practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering
the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and
responsibilities, experience and competencies, contribution at the meetings etc.

22. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the requirement of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the
Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy on
appointment of Directors including criteria for determining qualifications, positive attributes, independence
of a Director and the policy on remuneration of Directors, KMP and other senior management is available in
the web-link https://www.fresharaagroexports.com/investor-center/policies.

23. PARTICULAR OF EMPLOYEES REMUNERATION - DISCLOSURE UNDER RULE-5 OF THE COMPANIES
(APPOINTMENT AND REMUNERATION) RULES, 2014

Disclosure required under Section 197(12) of the Act read with Rule-5 of the Companies (Appointment and
Remuneration) Rules, 2014 have been annexed as Annexure-2.

No employee of the Company was in receipt of the remuneration exceeding the limits prescribed under Rule 5
(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence,
not applicable to the Company.

24. STATUTORY AUDITORS

The Statutory Auditors of the Company, M/s. P P N and Company (Firm Regn No: 013623S), Chartered
Accountants, having office at No.2, IV Cross Street, Sterling Road, Nungambakkam, Chennai-600034 were

The said Statutory auditors M/s. P P N and Company (Firm Regn No: 013623S), Chartered Accountants, have
forwarded a certificate to the Company stating that their continuation, if approved by the Members, would
be within the limits prescribed under Section 141 of the Companies Act, 2013. Hence, the Board of Directors
recommends the continuation of M/s. P P N and Company (Firm Regn No: 013623S), Chartered Accountants,
as the Statutory Auditors of the Company to hold office till the conclusion of 06^th Annual General Meeting (for
the financial year 31.03.2029) of the Company.

There are no qualifications or adverse remarks in the Auditors’ Report which require any clarification/
explanation. The Statutory Audit Report in the prescribed format issued by Statutory Auditors is provided in
this Annual Report.

25. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board has appointed Mrs. Anisa Suhena S, Practicing Company
Secretary as the Secretarial Auditor of the Company to undertake the Secretarial Audit for the FY 2024-25 at
the Board meeting held on 10^th January, 2025.

The said Secretarial auditor has given her consent to the Company stating that her willingness to act as the
Secretarial Auditor of the Company, if approved by the Members for a period of 5 years. Hence, the Board
of Directors recommends the appointment of Mrs. Anisa Suhena S, Practicing Company Secretary, as the
Secretarial Auditor of the Company to hold office for a period of 5 years from the financial year 2025-2026
upto 2029-2030 under item no 4 in the Notice calling AGM.

Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company for the year ended
on March 31,2025 is attached to the Director’s Report as Annexure-3.

26. INTERNAL AUDIT:

M/s. Karrkey and Associates, Chartered Accountants, Chennai was appointed as Internal Auditor of the
Company to conduct internal audit pursuant to the provisions of Section 138 of the Companies Act, 2013 and
rules made thereunder.

27. COST RECORDS:

Maintenance of cost records and requirement of cost audit as prescribed under Section 148 of Companies Act,
2013 are not applicable for the business activities carried out by the Company.

28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are
disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared for
the financial year ended March 31, 2025.

29. CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of its
stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further,
the Company is listed on NSE SME Platform and as such pursuant to Regulation 15(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

30. ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size
and nature of business. These systems provide a reasonable assurance in respect of providing financial and
operational information, complying with applicable statutes, safeguarding of assets of the Company and
ensuring compliance with corporate policies. The internal financial control of the company is adequate to
ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial

information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business
is conducted in an orderly and efficient manner. The Audit Committee of the Board headed by the Independent
Director, inter-alia, oversees the company’s financial reporting process, disclosure of financial information,
and reviewing the performance of statutory and internal auditors with management. During the year, such
controls were tested and no reportable material weaknesses were observed. The system also ensures that all
transactions are appropriately authorized, recorded and reported.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

32. RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at
arm’s length basis and in the ordinary course of business. Further, no materially significant related party
transactions which required the approval of members, were entered into by the Company during the Period
under review.

Further, all related party transactions entered by the Company are placed before the Audit Committee for its
approval. The details of material related party transactions as required to be provided in format of AOC-2
pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014) of the Companies Act, 2013 form part of this report as Annexure-4.

33. VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Regulation 22 of
Securities and Exchange Board Of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, your Company has a Whistle Blower Policy with a view to provide vigil mechanism to Directors,
employees and other stakeholders to disclose instances of wrong doing in the workplace and report
instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or
ethics policy. The Whistle Blower Policy also states that this mechanism should also provide for adequate
safeguards against victimization of Director(s)/ Employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee in exceptional cases. No complaints have been received
during the year under review. The Whistle Blower Policy has been hosted on the website of your Company
https://www.fresharaagroexports.com/investor-center/policies

34. CORPORATE SOCIAL RESPONSIBILITY

The Company has formed Corporate Social Responsibility Committee on February 16, 2024 and following are
the members of the Committee:

The Company has a policy on Corporate Social Responsibility and the same has been posted on the website of
the Company at https://www.fresharaagroexports.com/investor-center/policies. The Annual Report on CSR
activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is
annexed as Annexure-5, which forms part of this Report.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy 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 and the Rules
thereunder.

During the Financial Year 2024-25, the Company has not received any complaints of sexual harassment and
no complaints are pending at the end of the year.

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and
supportive workplace for women employees. All eligible women employees are provided with maternity
benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks,
and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds
of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the
legislation.

37. POLICIES OF THE COMPANY

In compliance with the requirements of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and other applicable laws, the Company has adopted various policies to
ensure transparency, ethical conduct, and good governance. These policies are available on the Company’s
website at: https://www.fresharaagroexports.com/investor-center/policies

List of Policies:

1. Dividend Distribution Policy

2. Corporate Social Responsibility (CSR) Policy

3. Nomination and Remuneration Policy

4. Familiarization Programme for Independent Directors

5. Policy on Board Diversity

6. Prevention of Insider Trading Code

7. Risk Management Policy

8. Related Party Transaction Policy

9. Code of Business Conduct for Board Members and Senior Management Personnel

10. Whistle Blower Policy

11. Prevention of Sexual Harassment Policy

12. Materiality Policy

13. Policy for Determining Material Events or Information

14. Policy for Determining Material Subsidiaries

15. Policy for Preservation of Documents and Archival Policy

38. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual
Return of the Company as on 31^st March, 2025 is available on the Company’s website and can be accessed at
www.fresharaagroexports.com.

39. DEPOSITS

Your Company has not accepted any deposits as defined under Section 73 of the Companies Act, 2013 and
rules framed thereunder.

40. BORROWINGS

As on 31^st March 2025, an amount of Rs. 9504.39 Lakhs is outstanding towards borrowings, which comprises
of both secured and unsecured loans.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERNS STATUS AND COMPANY'S OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or
tribunal which shall impact the going concern status and Company’s operations in future.

42. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditor of the Company have not reported any frauds to the Audit Committee or to the Board
of Directors under section 143(12) of the Act, including rules made there under.

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

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the Financial Year and hence not being commented upon

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of loans taken from banks and financial
institution.

45. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated In Rule 34(2)(e) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the Management Discussion and Analysis Report is annexed as Annexure-6 and forms part
of this Annual Report.

46. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Para F of Schedule V of SEBI (LODR) Regulations 2015, there are no shares held in the Demat
Suspense Account or Unclaimed Suspense Account.

47. ACKNOWLEDGEMENT

The Board of Directors take this opportunity to express the gratitude to all the investors, customers, vendors,
farmers, business associates, advisors, financial institutions, Regulatory and Government Authorities and all
other stakeholders for their cooperation, encouragement and continued support extended to the Company.
The Directors also acknowledge and would like to place on record the commitment and dedication on the
part of the employees of your Company for their continued efforts in achieving good results.

On behalf of the Board
For Freshara Agro Exports Limited

Junaid Ahmed Khudrathullah Iqbal

Chairman & Managing Director
DIN: 01917569

Iqbalahmed Khudrathullah Mohammed

Place: Chennai Whole time Director

Date: 22^nd May, 2025 DIN: 03363277

1

The Board of Directors of the Company, at the Board Meeting held on February 16, 2024 has approved

2

the appointment of Mr. Loganathan Karthik, Mr. Perumal Ravikumar and Mr. Gnanasambandam