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Company Information

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GREENCHEF APPLIANCES LTD

09 January 2026 | 01:59

Industry >> Domestic Appliances

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ISIN No INE0O7P01015 BSE Code / NSE Code / Book Value (Rs.) 49.22 Face Value 10.00
Bookclosure 28/09/2024 52Week High 82 EPS 2.56 P/E 21.92
Market Cap. 130.32 Cr. 52Week Low 48 P/BV / Div Yield (%) 1.14 / 0.00 Market Lot 800.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

The Board of Directors hereby submits the report of the business and operations of
your Company along with the Audited Financial Statements for the financial year ended
March 31, 2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

(Rs. in Lakhs)

Particulars

FY 2024-25

FY 2023-24

Total Revenue from operations

37256

33065

Other Income

142

94

Total Income

37398

33159

Cost of Material consumed

16832

15276

Purchase of Stock in trade

4981

5069

Change in Inventory of Finished Goods and
Stock in Process

468

212

Manufacturing Expenses

2255

1894

Employee Benefit expenses

4114

3790

Administrative & Other expenses

7147

5583

Finance cost

514

460

Depreciation and Amortization expenses

248

178

Total expenses

36559

32562

Profit before Depreciation

1087

775

Depreciation

248

178

Profit before Tax and after Depreciation

839

597

Taxes

(a) Current Tax

150

100

(b) Deferred Tax

(c) Income Tax paid in PY

61

7

Profit/(Loss) after taxes (PAT)

595

483

Earnings per Equity

Basic

2.56

2.22

Diluted

2.56

2.22

2. COMPANY'S PERFORMANCE AND OUTLOOK:

The total income for the year ended 31.03.2025 amounts to Rs. 37,398 lakhs, which
is higher by 12.78% than the previous year's ended 31.03.2024 amounts to Rs.
33159. While the company has earned the profit for the year ended 31.03.2025
amounts to Rs. 595 lakhs, which is higher by 23.18% as compared to the previous
year's Profit ended 31.03.2024 amounts to of Rs. 483 lakhs.

The Company is optimistic to perform better in the Coming years.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the
Financial Year.

4. DIVIDEND:

The Board of Directors do not recommend any dividend for the financial year ended
31st March, 2025.

5. CONSOLIDATED FINANCIAL STATEMENTS:

The Company is not required to consolidate its Financial Statements for the
financial year ended 31st March, 2025 as the Company does not have any subsidiary
or associate or joint venture Company.

6. SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Associates or Joint Ventures during
the Financial Year or at any time after the Closure of the Financial Year and till the
date of this report.

7. DETAILS OF INITIAL PUBLIC OFFER PROCEEDS :

The Company confirms that the entire proceeds raised from the Initial Public Offer
(IPO) have been fully utilized towards the objects as stated in the Prospectus. The
funds have been applied strictly in line with the proposed utilization plan, and
there has been no deviation or variation in the end use of proceeds. The utilization
of IPO funds has been monitored by the Audit Committee/Board and is in
compliance with the applicable provisions of the Companies Act, 2013, SEBI and
other relevant guidelines.

8. SHARE CAPITAL:

The Company, during the year, has not issued and allotted any shares.

The Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Twenty Five
Crores) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) equity shares of Rs.
10/- Rupees (Ten Only) each.

The total issued, subscribed and paid-up equity share capital of the Company as on
March 31, 2025, stood at Rs.23,27,18,400 (Twenty Three Crores Twenty Seven
Lakhs Eighteen Lakhs Four Hundred Only) divided into 2,32,71,840 (Two Crores
Thirty Two Lakhs Seventy One Thousand Eight Hundred and Forty Only) equity
shares of 10 (Rupees Ten Only) each.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THE REPORT

There were no material changes and commitments between the end of the
Financial Year and the date of the report, which affects the financial position of the
Company.

10. MANAGEMENT DISCUSSION & ANALYSIS:

In terms of the Regulation 34(2) (e), and Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015, the Management Discussion &
Analysis Report is set out in the
Annexure -A to this report.

11. TRANSFER TO RESERVES:

It is not proposed to carry any amount to any reserves from the profits of the
Company. Hence, disclosure under Section 134 (3) (j) of the Companies Act, 2013 is
not required.

12. DEPOSIT:

Your Company has not accepted any deposits pursuant to the provisions of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.

Disclosure as per the Companies (Acceptance of Deposits) Second Amendment
Rules, 2015.

Whether there has been any default in repayment of deposits or payment of
interest thereon during the year and if so, number of such cases and the total
amount involved:

1.

At the beginning of the year

Nil

2.

Maximum during the year

Nil

3.

At the end of the year

Nil

The Company has accepted unsecured loans from the Directors of the Company and or
relatives of the Directors during the year under consideration.

Name

Amount (Rs.)

Mrs. Kavitha Kumari

6,00,900

Mr. Hitesh Kumar Jain

25,23,900

Mr. Sukhlal Jain

56,00,000

Mr. Praveen Kumar Sukhlal Jain

1,40,18,520

13. DIRECTORS
RETIRE BY ROTATION:

Mr. Hitesh Kumar Jain (DIN: 01863942], Whole-time Director, retires by rotation at
the ensuing Annual General Meeting of the Company and being eligible offers,
himself for re-appointment. The Board of Directors recommended his appointment
for consideration of the members at the forthcoming Annual General Meeting.

Mr. Vikas Kumar Sukhlal Jain (DIN: 06763779],Whole Time Director of the
Company, retires by rotation at the ensuing Annual General Meeting of the
Company and being eligible offers, herself for re-appointment. The Board of
Directors recommended her appointment for consideration of the members at the
forthcoming Annual General Meeting.

CESSATION:

During the year under review, Mr. Smith Mogra, Non-Executive, Independent Director,
resigned from the Board w.e.f 04th October, 2024, Closure of Business Hours due to Pre
Occupation and other professional Commitments. Mr. Smith Mogra had also confirmed
that there were no other material reason other than those stated above. The Board
expressed its appreciation towards Mr. Smith Mogra for the valuable guidance and
services rendered by him during his tenure as a Director of the Company.

14. KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 2(51] and Section 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel]
Rules, 2014, including any statutory modification^] or re-enactment(s] thereof for
the time being in force, the following are the KMPs and Directors of the Company
as on the date of this Report.

SI

DIN

Name of the Key Managerial

Designation

No

Person. Mr/Ms.

1

02179430

Sukhlal Jain

Whole-Time Director

2

02043628

Praveen Kumar Sukhlal Jain

Managing Director

3

06763779

Vikas Kumar Sukhlal Jain

Whole-Time Director

4

01863942

Hitesh Kumar Jain

Whole-Time Director

5

02043540

Kavitha Kumari

Director

6

07809941

Dhara Bhawesh Jain

Independent Director

7

06571320

Japna Choudhary

Independent Director

8

09851606

Sanjay Pitliya

Independent Director

9

NA

Abhay Jain

Chief Financial Officer

10

NA

Bharathi

Joint Chief Financial
Officer

11

NA

Hemashree Sathyanarayana Rao

Company Secretary

Ms. Hemashree S was appointed as a Company Secretary and Compliance Officer w.e.f
28.04.2025

Changes during the financial year 2024-25

*Ms. Keerthi S Raj, appointed as a Company Secretary and compliance officer w.e.f 15th
April, 2024.

*Mr. Sanjay Pitliya (DIN: 09851606) was appointed as an Independent Director w.e.f
28th September, 2024

*Mr. Smith Kumar Mogra, Independent Director resigned from the Office w.e.f 04th
October, 2024

*Ms. Kreethi S Raj resigned from the from the Office w.e.f 31st January, 2025

15. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received the necessary declaration from each Independent
Director under Section 149(7) of the Companies Act, 2013 that they meet the
criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.

Independent Directors of the Company have confirmed about their enrolment in
the data bank of Independent Directors maintained with the Indian Institute of
Corporate affairs.

16. BOARD AND COMMITTEE MEETINGS:

BOARD OF DIRECTORS:

During the financial year ended March 31, 2025 (5) Five Meetings of the Board of
Directors were held. The maximum interval between any two meetings did not
exceed 120 days, as prescribed in the Companies Act, 2013. The details of the Board
meetings held are as under:

04.04.2024, 29.05.2024, 06.09.2024,27.12.2024,28.03.2025

SI. No.

Name of
Directors

Board meetings

Entitled to
attend

attended

1

Mr. Sukhlal
Jain

05

05

2.

Mr.

Praveen

Kumar

Sukhlal

Jain

05

05

3.

Mr. Vikas
Kumar
Sukhlal
Jain

05

05

4.

Mr, Hitesh
Kumar
Sukhlal
Jain

05

05

5.

Mrs.

Kavitha

Kumari

05

05

6.

Ms. Japna
Choudhary

05

04

7.

Mr. Smith

Kumar

Mogra

03

02

8.

Mr. Sanjay

02

02

Pitliya

COMMITTEE MEETINGS:

• AUDIT COMMITTEE:

As on 31st March, 2025 the Audit Committee comprises of three directors viz.
Ms. Japna Choudhary, Mr. Sanjay Pitliya, Independent Non-Executive
Directors, and Ms. Kavitha Kumari, Non Executive Director. Ms. Japna
Choudhary is the Chairperson of the Committee.

During the year under review the following changes took place and
reconstituted the Audit Committee:

1. Mr. Smith Kumar Mogra, Independent Non-Executive Director resigned
from the Board and Audit committee w.e.f 04th October, 2024

2. Mr. Sanjay Pitliya, Independent Non-Executive Directors appointed as
Independent Director and member of Audit Committee w.e.f 28th September,
2024

During the year under review, the Audit Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

SI. No.

Name of
Directors

Audit Committee Meetings

Entitled to attend

attended

1

Ms. Japna
Choudhary

05

05

2

Mrs.

Kavitha

Kumari

05

05

3

Mr. Smith
Kumar

03

02

3

Mr. Smith

Kumar

Mogra

03

02

4

Mr. Sanjay
Pitliya

02

02

During the year under review, the Audit Committee was reconstituted with
the following members on 02.09.2024:

Name of the Director

Status in
Committee

Nature of Directorship

Ms. Japna Choudhary

Chairperson

Independent Director

Ms. Kavitha Kumari

Member

Non-Executive Director

Mr. Sanjay Pitliya

Member

Independent Director

Mr. Smith Kumar Mogra

Member

Independent Director

• NOMINATION AND REMUNERATION COMMITTEE:

As on 31st March, 2025 the Nomination and Remuneration Committee
comprises of three directors viz. Ms. Japna Choudhary and Ms. Dhara
Bhawesh Jain, Independent Non-Executive Directors, and Ms. Kavitha
Kumari, Non Executive Director. Ms. Japna Choudhary is the Chairperson of
the Committee.

During the year under review, the Nomination and Remuneration
Committee met 5 times.

04.04.2024, 29.05.2024, 02.09.2024,27.12.2024,28.03.2025

Sl.

No.

Name of the Director

Nomination and Remuneration
Committee Meetings

Entitled to
attend

attended

1

Ms. Japna Choudhary

05

05

2

Mrs. Kavitha Kumari

05

05

3

Ms. Dhara Bhawesh Jain

05

05

• CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

As on 31st March, 2025 the Corporate Social Responsibility
Committee comprises of three directors viz. Ms. Japna Choudhary,
Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr.
Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna
Choudhary is the Chairperson of the Committee.During the year
under review, the Corporate Social Responsibility Committee met
2 times i.e, 04.04.2025 and 28.03.2025

Sl.

No.

Name of Director

Corporate Social Responsibility
Committee Meetings

Entitled

to

attend

attended

01

Mr. Sukhlal Jain

02

02

02

Mr. Praveen Kumar
Sukhlal Jain

02

02

03

Ms. Japna Choudhary

02

02

• STAKEHOLDER RELATIONSHIP COMMITTEE:

As on 31st March, 2025 the Stakeholder Relationship Committee
comprises of three directors viz. Ms. Japna Choudhary,
Independent Non-Executive Director, and Mr. Sukhlal Jain, and Mr.
Praveen Kumar Sukhlal Jain Executive Directors.Ms. Japna
Choudhary is the Chairperson of the Committee.

During the year under review, the Stakeholder Relationship
Committee met 1 time.28.03.2025

SI.

No.

Name of Director

Stakeholder Relationship Committee
Meetings

Entitled to attend

attended

01

Mr. Sukhlal Jain

01

01

02

Mr. Praveen Kumar
Sukhlal Jain

01

01

03

Ms. Japna
Choudhary

01

01

MEETINGS OF INDEPENDENT DIRECTORS:

The Company's Independent Directors met once on 28.03.2025 during the
financial year 2024-25. Such meeting was conducted to enable the Independent
Directors to discuss matters pertaining to the Company's affairs and put forth
their views.

17. SECRETARIAL STANDARDS:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have
been duly followed by the Company.

18. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD, ETC:

The Nomination and Remuneration Committee has laid down the criteria for
performance evaluation of the Individual Directors, Committee and the Board. The
framework of performance evaluation of the Independent Directors captures the
following points:

• Key attributes of the Independent Directors that justify his/ her
extension/continuation on the Board of the Company; and

• Participation of the Directors in the Board proceedings and his/ her
effectiveness.

The evaluation was carried out by means of the replies given/ observations made
by all the Directors on the set of questions developed by them which brought out
the key attributes of the Directors, quality of interactions among them and its
effectiveness.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has formulated a Program for Familiarization of Independent
Directors with regard to their roles, rights, responsibilities, nature of the industry in
which the Company operates, the business model of the Company etc.

During the year under review, there was no change in the nature of business of the
company and its business vertical/ structure/operational strategy, etc., which
would have necessitated fresh Familiarization Program for Independent Directors.

20. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act,
2013, your Directors state that:

a. In the preparation of the annual accounts for the year ended March 31, 2025,
the applicable accounting standards read with requirements set out under
Schedule III to the Act have been followed with proper explanation relating to
material departures, if any;

b. 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, 2025 and of the Profit of the Company for the year ended on that
date;

c. The Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act, for
safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;

d. The Directors have prepared the annual accounts on a 'going concern' basis;

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

and

f. The Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and
operating effectively.

21. RISK MANAGEMENT POLICY:

The Risk Management policy has been formulated and implemented by the
Company in compliance.

The Company has in place a mechanism to identify, assess, monitor, and mitigate
various risks to key business objectives. Major risks identified by the businesses
and functions are systematically addressed through mitigating actions on a
continuing basis. Our internal control encompasses various managements systems,
structures of organization, standard and code of conduct which all put together help
in managing the risks associated with the Company. In order to ensure the internal
controls systems are meeting the required standards, it is reviewed at periodical
intervals. If any weaknesses are identified in the process of review the same are
addressed to strengthen the internal controls which are also revised at frequent
intervals. Some of the risks that may pose challenges are set out in the Management
Discussion and Analysis Report, which forms part of this Annual Report.

22. VARIOUS POLICIES OF THE COMPANY:

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the Companies Act, 2013 the Company has
formulated, implemented various policies. All such Policies are available on
Company's website- https://greenchef.in/ . The policies are reviewed periodically
by the Board and updated based on need and requirements:

Name of the Policy

Brief Description

Archival Policy

The policy provides framework for Identification of
records that are to be maintained permanently or
for any other shorter period of time.

Code of Conduct for
Board & Senior
Management
Personnel

The Policy is aimed to formulate a Code of Conduct
for the Directors and Senior Management Personnel
to establish Highest standard of their ethical, moral
and legal conduct in the business affairs of the
Company.

Nomination and
Remuneration Policy

Your Board has framed the policy for selection and
appointment of Directors including determining
qualifications, competencies, positive attributes and
independence of a Director, Key Managerial
Personnel ("KMP"), Senior Management Personnel
and their remuneration as part of its charter and
other matters provided under Section 178of the
Companies Act, 2013.

Policy for Making
Payments to Non¬
Executive Director

The Policy contains the rules for making payments
to Non-Executive Directors as per the applicable
provisions of the Companies Act, 2013 and SEBI
[Listing Obligations and Disclosure Requirement)
Regulations, 2015.

Policy on Criteria for
Determining
Materiality of Events

This policy applies for determining and disclosing
material events taking place in the Company.

Policy on Materiality
of Related Party
Transaction

The policy regulates all transactions taking place
between the Company and its related parties in
accordance with the applicable provisions.

Terms & Conditions of
appt. of Independent
Directors

The Policy provides framework that regulates the
appointment, re-appointment of Independent
Directors and defines their roles, responsibilities
and powers.

Whistle Blower Policy

The Company has formulated a comprehensive
Whistle Blower Policy in line with the provisions of
Section 177(9) and Section 177(10) of the
Companies Act, 2013 with a view to enable the
stakeholders, including Directors, individual
employees to freely communicate their concerns
about unethical behavior, actual or suspected fraud
or violation of the Company's code of conduct and
ethics amongst others to the Audit Committee of the
Company. The mechanism provides adequate
safeguards against victimization of Directors or
employees who avail of the mechanism.

Risk Management
Policy

The Risk Management policy is formulated and
implemented by the Company. The policy helps to
identify the various elements of risks faced by the
Company, which in the opinion of the Board
threatens the existence of the Company.

Policy in case of leak of
UPSI

The SEBI (Prohibition of Insider Trading)
(Amendment) Regulations, 2018 ("PIT Amendment
Regulations") mandates every listed company to
formulate a written policy and procedures for
inquiry in case of leak of unpublished price sensitive
information and initiate appropriate action on
becoming aware of leak of unpublished price
sensitive information and inform the Board
promptly of such leaks, inquiries and results of such
inquiries. Pursuant to this regulation, the Company
has adopted the Policy for Procedure of Inquiry in
Case of Leak of Unpublished Price Sensitive
Information ("UPSI").

Policy for Evaluation
of the Performance of
the Board

The Policy provides framework for carrying out the
annual evaluation of its own performance as
envisaged in the Companies Act, 2013 and of the
individual Directors (excluding the Director being
evaluated).

Insider Trading Policy

Your Company has adopted the Policy to regulate,
monitor and report trading by designated persons
and their immediate relatives as per the
requirements under the Securities and Exchange
Board of India (Prohibition of Insider Trading)
Regulations, 2015. The Code, inter alia, lays down
the procedures to be followed by designated persons
while trading/ dealing in Company's shares and
sharing Unpublished Price Sensitive Information.

Code for fair
disclosure of UPSI

The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive
Information helps in determination of "Legitimate
purposes for sharing UPSI"

The Code covers Company’s obligation to maintain a
digital database, mechanism for prevention of
insider trading and handling of UPSI, and the
process to familiarize with the sensitivity of UPSI.

Policy on Preservation
of the Documents

The policy deals with the retention of corporate
records of the Company.

23. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM, WHISTLE BLOWER
POLICY, AND AFFIRMATION THAT NO PERSONNEL HAVE BEEN DENIED
ACCESS TO THE AUDIT COMMITTEE:

The Company has a Whistle Blower Policy that provides a formal mechanism for all
employees of the Company to approach the Chairman of the Audit Committee of the
Company and make protective disclosures about the unethical behavior, actual or
suspected fraud or violation of the Company's Code of Conduct.

Under the policy, each employee has an assured access to the Chairman of the Audit
Committee. The Whistle Blower Policy is displayed on the website of the Company,
viz. https://greenchef.in/.

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

There was no loan, guarantee and investment made pursuant to Section 186 of the
Companies Act, 2013 during the year under review and hence the said provisions are
not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

There were contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review and is
appended as
Annexure -B to the Board's report.

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

CONSERVATION OF ENERGY:

The operation of Company is energy intensive. However, proper care has been
taken to utilize the energy at optimum level.

TECHNOLOGY ABSORPTION:

The company is committed to maintaining its standard and high quality of its
production and is constantly engaged in efforts to confer to the guaranteed
satisfaction.

Further, In order to reduce our environmental footprint, we are actively planned
for solar panels in our New Factory at the Vasanthanarsapura, that will operate at
the proposed voltage of 425 KB this initiative is part of our broader commitment to
sustainability and reducing energy consumption, aligning with environmental goals
to promote cleaner, renewable energy sources.

The Company has not imported any technology and hence no information is being
given hereunder.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Earnings in foreign exchange: Rs. 32,82,515/-
Expenditure in foreign currency: Rs. 36,28,71,704/-

27. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92 (3) read with section 134 (3) (a) of the Act
and rules framed thereunder, the Annual Return, for the financial year ended March
31, 2025 is available on the website of the Company and can be accessed through
the web link.

Website link: https://www.greenchef.in/

As required under Section 90 of the Companies Act, 2013 read with Rule 9(4) the
Companies (Management and Administration) Second Amendment Rules, 2023, every
Company shall designate a person under these rules "who shall be responsible for
furnishing, and extending co-operation for providing, information to the Registrar or
any other authorized officer with respect to beneficial interest in shares of the Company.

Ms. Hema Shree S, Company Secretaiy of the Company authorized to act as Designated
Person in respect to comply with Rule 9(4) the Companies (Management and
Administration) Second Amendment Rules, 2023.

28. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the statutory auditors have not reported under
Section 143 (12) of the Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the details of which would need
to be mentioned in the Board's report.

29. STATUTORY AUDITORS:

In Compliance with the provisions of Sections 139, 141, 142 and other applicable
provisions, if any, of the Act and the Companies (Audit and Auditors) Rules, 2014
(including any statutory modification(s)/ re-enactment(s)/amendment(s) thereof,
for the time being in the force),
M/s PATEL SHAH AND JOSHI, Chartered

Accountants, (FRN: 107768W), were appointed as statutory auditors for a period
of five consecutive years commencing from the conclusion of 13th AGM (Annual
General Meeting) held on September 30, 2023 till the conclusion of 18th AGM to be
held in the calendar year 2028.

The auditor report given by M/s PATEL SHAH AND JOSHI, Chartered
Accountants,
Statutory Auditors, on the Financial Statements of the Company for
the financial year ended 31st March, 2025, forms part of the Annual Report and self¬
explanatory. There has been no qualification, reservation or adverse remarks or
any disclaimer in their report.

30. AUDITORS REPORT:

During the year under review, no frauds have been occurred or noticed and/or
reported by the Statutory Auditors under Section 143(12) of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from
time to time).

The Auditors have issued an unmodified opinion on the Financial Statements for
the Financial Year ended 31st March, 2025. The Auditors' Report for the Financial
Year ended 31st March, 2025 on the financial statements of the Company is a part of
this Annual Report.

The Statutory Auditors Report, being devoid of any reservation(s), qualification(s),
or adverse remark(s), does not call for any further information(s), explanation(s),
or comments from the Board under Section 134(3)(f)(i) of the Companies Act, 2013.

31. SECRETARIAL AUDITORS:

The Board of Directors at its meeting held on May 30th, 2025, have appointed
Messrs. Sheethal & Company, (Practicing Company Secretary) as Secretarial
Auditor of the Company pursuant to Section 204 of the Companies Act 2013, to
undertake Secretarial audit of the Company for a period of five years from the
Financial Year 2024-25 to 2029-30

32. SECRETARIAL AUDIT REPORT:

Secretarial Audit Report as issued by the Secretarial Auditor, in Form No. MR-3 for
the Financial Year 2024-25 is set out in the Annexure - F to this report and forms
integral part of this Annual Report.

The said Secretarial Audit Report being devoid of any reservation(s), adverse
remark(s) and qualification(s) etc. do not call for any further explanation(s)/
information or comment(s) from the Board under Section 134(3)(f)(ii) of the
Companies Act, 2013.

33. INTERNAL AUDITORS:

The Board of Directors at its meeting held on May 29th, 2024 have appointed Messrs.
J Nilesh & Associates, Practicing Chartered Accountant Firm as Internal Auditor of
the Company pursuant to the applicable provisions of the Companies Act 2013, to
undertake Internal audit of the Company for the Financial Year 2024-25.

34. COST RECORDS AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148 of the Companies Act, 2013 are applicable for the
business activities carried out by the Company. The cost account and record duly
made and maintained by the Company.

Further, the Board at its meeting held on May 29, 2024 has appointed M/s. RDR and
Associates as the Cost Auditor of the Company for Financial Year 2024-25 for
conducting the Cost Audit.

35. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control
commensurate with its size and nature of its business and continuously focuses on
strengthening its internal control processes. 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.

Audit Committee periodically reviews the adequacy of Internal Financial controls.
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.

36. PARTICULARS OF EMPLOYEES:

During the year, there were no employees who received remuneration exceeding Rs.
1,02,00,000/- (Rupees One Crore Two Lakhs Only) per annum and/or Rs.
8,50,000/- (Rupees Eight Lakhs Fifty Thousand Only) per month.

There were no employees posted and working in a country outside india, not being
directors or relatives, drawing more than the amount prescribed under the rule 5(3)
of the companies (appointment and remuneration of managerial personnel) rules,
2014. Hence, the details are not required to be circulated to the Members and not
required to be attached to this annual report.

The Statement containing the names and other particulars of the employees of the
Company as required under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is set out in the
Annexure - C
& D
to this report.

37. CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ('LODR)'
are not applicable to the Company pursuant to Regulation 15(2) of the LODR as the
Company is listed on the SME Exchange.

38. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee of the Board sets the
Company's CSR Policy. The details of composition of CSR Committee, terms of
reference and Annual Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014 are as per
Annexure E and
forms an integral part of this Report. Your Company's Corporate Social
Responsibility Policy (CSR Policy) is available on the website of the Company at
www.greenchef.in

39. DETAILS OF APPLICATIONS MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016:

No application is made during the Financial Year 2024-25 by or against the
Company and there are no proceedings pending under the Insolvency and
Bankruptcy Code 2016.

40. DETAILS OF DIFFERENCES 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:

The Company has not made any onetime settlement with any of its lenders.

41. LISTING FEES:

The listing fees payable for the Financial Year 2024- 25 has been paid to National
Stock Exchange of India Limited within due date.

42. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIITION AND REDRESSAL) ACT, 2013:

The Company has duly set up an Internal Complaints Committee (ICC) in line with
the requirements of The Sexual Harassment of Women at the Workplace

(Prevention, Prohibition & Redressal) Act, 2013, to redress complaints received
regarding sexual harassment.

Further, Company provides a conductive work environment in terms of sexual
harassment for the women employees and has sufficient checks to provide
protection against Sexual harassment of women at workplace.

During the year under review, no complaints were filed with the Committee under
the provisions of the said Act.

No. of complaints received: Nil.

No. of complaints disposed off: Nil.

No of Sexual harassment pending more than 90 days: NIL

43. MATERNITY BENEFIT ACT

The Company is committed to ensuring a safe, inclusive and supportive work
environment all employees. The Company has complied with the provisions of the
Maternity Benefit Act, 1961.The Company has made all the arrangements required
to be provided to the employees who need the Maternity Benefits.. There are Nil
employees who are coming under the requirements of availing of the Maternity
Benefit during the Financial Year 2024-25.

44. HUMAN RESOURCES

Your Company recognizes the Human Resources are vital to an organization's success
and company continued with its focus on implementing strategic HR initiatives in
areas of learning, recruiting, promotion, work environment, succession planning etc.
The Company is committed to creating a supportive environment not only to attract
but also retains top talent

The Company has adopted a non-discrimination policy which is essential aspect in
work life. The Company believes in equal opportunity in recruitment and in the
course of employment among employees regardless of color, race, gender, social
origin, caste or religion. Women employees are continuously encouraged and
supported to take new roles of responsibility ensuring career growth and retention.

Following are the details of number of Employees as on closure of
Financial Year 31.03.2025

SI

No.

Category

Number of Employees

1

Male

1077

2

Female

271

3

Transgender

NIL

Total

1348

45. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS /
COURTS / TRIBUNAL IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATION IN FUTURE:

There are no significant material orders passed by the Regulators / Courts /
Tribunal which would impact the going concern status of the Company and its
future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies
(Accounts) Rules, 2014 is not required.

46. RECEIPT OF ANY COMMISSION BY MANAGING DIRECTOR/WHOLETIME
DIRECTOR FROM THE COMPANY OR RECEIPT OF
COMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

There was no receipt of any commission by Managing Director/Whole time
Director from the Company or receipt of commission/remuneration from its
holding or subsidiary company.

47. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during
the year under review.

48. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued sweat equity shares during the year under review.

49. DISCLOSURE REGARDING ISSUE OF BONUS SHARES:

The Company has not issued Bonus shares during the year under review.

50. TRANSFER OF UNCLAIMED REFUND AMOUNT TO INVESTOR EDUCATION AND
PROTECTION FUND UNDER SECTION 124(5) OF THE COMPANIES ACT 2013:

Company did not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds that were required to be transferred to the
Investor Education and Protection Fund (IEPF).

51. CREDIT RATING

During the year under review, the Company was assigned a rating as below from
Credit rating agencies.

Long term

Short term

Brick works Ratings

BWR BB /Stable

BWRA4

Crisil Ratings

CRISIL B /Stable

CRISIL A4

Care Ratings

CARE BBB-; Stable

CARE A3

52. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial standards-4 in case the company has revised its financial
statement or the Report in respect of any of the three preceding financial years either
voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such
revision shall be disclosed in the Report of the year as well as in the Report of the
relevant financial year in which such revision is made.

The Company there is no revision of Financial Statement took place in any of the three
preceding financial years under consideration.

53. GENERAL DISCLOSURES:

Your directors' state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ activities pertaining to these
matters during the Financial Year 2024 -25:

a) Issue of equity shares with differential rights as to dividend, voting or
otherwise;

b) Instances with respect to voting rights not exercised directly by the employees
of Company;

c) Neither the Executive Director nor the CFO of the Company receives any
remuneration or commission from any other Company; and

d) There is no requirement of web link of policy for determining 'material'
subsidiaries is disclosed as Company has no subsidiaries during 2024- 25.

54. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere appreciation and gratitude for the
assistance and generous support extended by all Government authorities, Financial
Institutions, Banks, Customers and Vendors during the year under review.

Your Directors wish to express their immense appreciation for the devotion,
commitment and contribution shown by the employees of the Company while
discharging their duties.

By order of the Board of Directors
For GREENCHEF APPLIANCES LIMITED

Date: 03/09/2025

Place: Bangalore Praveen Kumar Sukhlal Jain Sukhlal Jain

Managing Director Whole-time Director

DIN: 02043628 DIN:02179430