va ee YS Censcious Pood DIRECTORS’ REPORT FOR THE FINANCIAL YEAR 2022-2023 To, ‘The Members, ‘Your directors axe pleased to present before you the 27“ Annual Report together with the Audited Statement of Accounts of CONSCIOUS FOOD PRIVATE LIMITED ("the Company”) for the Financial Year ended on 31" Mares, 2023. ‘The Company's financial performance for the year under review along with previous year’s gures is summarized hereunder on the basis Standalone financial statements of the campany: Particulars FY, 2022-23 EY. 2021-22, (Amount in Rs.) | (Amouncin Rs.) Revenue from operations ] 23,62,29,673 14,33,20,500 Other operational income 762,677 844443. | Total Income 23,69,92,350 14,41,64,943 Operating costs 35,78,29,079. 19,19,22,968 Profit before Depreciation, Interest & Tax (@BDrTy (12,08,36,729) (477,538,025) | Depreciation 52,53,450. 19,13,899 Profit /Loss hefore Interest & Tax (PBIT) (2,60,90,179) @,96,71,924) KANE COSES 58,31,489 29,79,587 Profit /Loss before Exceptional Items 7 Extra, Ordinary Items and Prior period item (13,19,21,668) (6,26,51,511) Less: Prior period item 3 10,500 Profit /Loss before Tax (PBT) (13,19,21,668) 5,26,62,011) ae for Income ‘Tax (Including deferred (405.580) 476040 Profit/ (Loss) for the year Co manenaes CAuss eT Basic EPS (54.30), OLS) “previous year figures have been regrouped rearranged wherever necessary. ‘Conscious Food Private Limited Plot No7 Unit No 2 Maro! Ind Est Andhes! E Of A K Rd Mumbai - 400059, fel Nos: 2497 4035 / 2497902 / 2493 4552./ 24934551; E-mail info@conssiousfooslcom Website: saewcanscicusfond.com CIN = VOT11GMH2001PTC132595Daring the year under review, the revenue from operations of your Company increased from Re 14,33.20,500/- to Rs.23,62,29,673/-. Your Company’s Loss after tax stood at Rs 13,15,16088/._ vis, avis a Loss after tax of Rs. 5,31,38,051 /- in the Previous Year. 5. Business Review/State of the company’s affairs: During the year under review, the Company has not changed its nature of business. During the year under review, in expansion of the business and introducing new lines, mamagement Proposes the acquisition of a business “Currygram’” that will establish Conscious Food’s presence in the Ready to Cook segment. tn the Extra Ordinary General Mecting of the Company held on 19/04/2022 (approved in Board meeting dated 14/04/2022) following transaction made during the year: 1. The company has altered the Article of Association by inserting Clause 7A Shate Watrants after Clause 7. 2. The Company bas altered Memorandum of Association for Increased in Authorized Share Capital of the Company from Rs.2,00,00,000/- to Rs.3,00,00,000/- 4. Dividend; Your directors do not declare any dividend for the current financial year due to conservation of Profits by the Company. 5. Reserves: The company has not transferred any amount to the General Reserves for the Financial year 2022- 23. Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andheri E OFA K Ra Mumbai 400059, Tel Nos: 2497 4035 / 2497902 / 2403 4952 / 24934551; E-mail infof@lconsciousiood.com Website. CIN = VOI TeMEEINOLPTC132595.ee uw | —_ 6 Shats Capita oa A. Details of shares transferred/ transmitted during the year under review: Nature of Date of Name and Name and No. of Distinctive No, transaction transaction | Folio nos, of Folio nos, of | shares (Transfer/ tansferor transferee transfer Transmission) ed From To ‘Transfer of 30/05/2022 | Alok Jayant Kishore | 100 142610 142709 Eaiey Shaséa Sureshchandra | Broker Vajpeyi Folio No. 34 ‘Transfer of 21/12/2022 Asha Pranabh | 10 2549 2558 Equity Shares Sureshchandra Agarwal Vaipeyi Folio No. 37 | Folio No. 10° Transfer of 22/02/2023 | Alok Cedric 10 2559 2568 Equity Shatea Samctindee’ | Aloysia Vajpeyi Santon Folio No, 10 Folio No, 39 ‘Transfer of 21/03/2023 | Git Gauum 50 108867 | 108916 Equity Shares Krishnaswamy | Chemburkar Folio No. 13 Folio No. 40 B. During the under review, in the Extea Ordinary Geaetal Meeting of the Company held on 19/04/2022 (approved in Board meeting dated 14/04/2022) the Company has increased its Authorised Share Capital from Rs, 2,00,00,000/- (Rupees ‘Two Crore Only) divided into 2,00,000 (Two Lakhs) Equity Shares of Rs.100/- (Rupees Hundred Only) each to Rs. 3,00,00,000/- (Rupees Three Crore Only) divided into 2,00,000 (Two Lakhs) Equity Shares of Rs.100/- (Rupees Hundred Only) each and 1,00,000 (One Lakh) Compulsorily Convertible Preference Shares of Rs, 100/- (Rupees Hundred Only) each; C, During the Financial Year 2022-25, the share capital of the Company has been increased pursuant to allotment of Shares which includes Equity Shares, Compulsorily Convertible Preference Shares and Share Warrants at different intervals. Full details are as follows: 24934551; E-mail: Conscious Food Private Limited Plot'No 7 Unit No 2 Maral Ind Est Andheri E Off A‘K Rd Mumbai - 400089, Tel Nos: 2497 4035 / 2497902: / 2493 4552 / ‘Website: www conicioustoed.com CIN = UOELIGME2001PTC132595ra ac Ve — Conscious Tood C1. Equity Shares: Se. [Date of|Name of] Type of[No. of |Face |Issue | Cumulative No. | allotment | persons securities | securities | Value | Price | Share per | per Capital share | share (Rs.) | (Rs.) Oist Apal, 2032, The Company has stood 1, 40,426 Equity Share of Rs. 100/-| 140426 ‘One Hundred Only) each. 170472022 | Bani Das Equity shares | 676 100 | 1,634.62 | 1,41,102 2 [2870472022 | Alok Vajpeyi [Equity shates [1435 [100 | 1,034.62 [142,537 3, 28/04/2022 | Isha Sharma Equity shares | 72 100 1,634.62 | 1,42,609 4 02/05/2022 | Alok Vajpeyi | Equity shares | 954 100. 1,634.62 | 1,43,563 02/05/2022 | Vijay Equity shares [158 | 100 634.62 | 1,43,701 02/05/2022 ‘Equity shares | 2058 100 634.62 | 1,45,759 Keishnaswamy 7 | 03/05 72022 | Sanjeev Tiquity shares | 104 100 | 1e3468 | T5805 Kumar Azad 8. 04/05/2022 | Giri Equity shares | 401 100 1,634.62 | 1,46,264 Krishnaswamy 9. | 09/05/2022 | Shivranjani | Equity shares | 280 100 | 1,634.62 | 1,46,544 Gupta 10, | 18/05/2022 | Recon Oil | Equity shares [1,196 [100 | 1,634.62 | 1,47,740 Industries Private Limiteel Total 147,740 Conscious Food Private Limited ‘Plot No 7 Unit Nw 2 Marol Ind Est Andheri E Off A K Rel Mud - 400059, Tel Nos: 2497 4095 / 2497902 / 2490 4552 / 24934551; E-maul info(@consciousfood.com Website: wuw.consciousfoad.com ‘CIN = VOM 16MHZ001PTC132595Conscious Si ]Datc of [Name of [Type of [No. of | Face | Tseue | Cumulative ‘No. | allotment | persons securities | securities | Value | Price | Share per | pet Capital share | share (Rs) | (Re) (04/2022, Compulsorily Convertible Preference Shares (CCPS) 0 1. 15/07/2022 | Neomy Anil | Compulsorily | 666 100 1,500 666 Khatau Convertible Preference Shares 2 | 18/07/2022 | Anant Compalsorily | 666 Too] 1500 | 1,332 ‘Tandon Convertible Preference Shares 3. | 18/07/2022 | Aditya Compulsory | 2,666 100 [1,500 [3,998 Khanna Convertible Preference Shares 4. | 22/07/2022 | Ajai Mohan | Compulsorily | 6,666 1001500 10,664 Kaul Convertible Preference L Shares 5. [22/07/2022 | Jayant Kishore | Compulsorily | 3,335 10/7500 [13,997 Broker Convertible Preference Shares 6. |04/08/2002 [Saloni Jhaveri | Compulsorily [1,666 [100 | 1,500 | 15,603 and — Anand | Convertible Prbhakar | Preference Jhaveri Shares 7. | 26/08/2022 | Narender Compulsorily | 6,666 100 | 7,500 | 22,399 Nagpal Convertible Preference Shares Conscious Food Private Limited Plot No 7 Unit No 2 Maral Ind Est Andheri E Off A K Re Mumbai - 400059, Tel Nos: 2497 4035 / 2497902 / 2493 4552 / 24934551; E-mail: info(@consciousfaod.com Website: wnw.consciousfonul com CIN = UOrLIGMER20O1PTC132595Ne Cec Conscious 8, [20/09/2022 | Sumeet Nagar | Gompulsorily [5000] 100 | 1,500] 27,305 Convertible Preference 9. | 22/09/2022 | Andrew Compulsonly | 666 100 | 1,500 [27,995 Holland and | Convertible Sonal Holland | Preference Shares 10. | 30/09/2022 | Tarun Dutt | Compalzoaily | 500 100 (7,500 | 28495 Convertible Preference Shares, Th. | 03/02/2035 | Jayanea Compulsory [3,333 [100 | 1,500 | 31,828 Bhattacharya | Convertible with — Roopa | Preference Bhattacharya _| Shares 12. | 17/02/2023 | Svakarma Compulsorily | 3.333 100°) 1,500 [35,161 Advisory LLP | Convertible Preference Shaves ‘13. | 24/03/2023 | Gautam Compulsorily [3,333 100 [1,800 ) 38,494 ‘Chemburkar Convertible Preference Shases 14, | 29/03/2023 | Asha Pranabh | Compulsonly | 666 100 7,500 | 39,160 Agarwal Convertible Preference Shares 15. [31/03/2023 [Alok Vajpeyi_ | Compulsonly | 2,600 100 | 1,500 | 41,826 Convertible Preference Shares 41,826 Total = ‘Conscious Food Private Limited Plot No 7 Unit No2 Mavol Ini! Est Andbedi EOF A K Rd Mumbai - 400035, Tel Nos: 2497 4035 / 2497902 / 24934552 / 24938551; E-mail info@eonseiousfood.com Website: ywow.conscioustond.com CIN = VOT T6ME2001PTC13.2595oo Ne one oS Conscious 3. Share Warrants Sr. |Date of [Name of |Type of |No. of | Face | Issue] Cumulative No. | allotment | persons securities | securities | Vaine | Price | Share per | per Capital share | share Bs.) | (Rs) |'0170472022, Share Warrants - 0 1] 10/12/2022 | Sanjeeviumar | Share 302 WO 71,634.62 [302 Jagdish Azad | Wazrants 2” [10/12/2002 [Aman Ansar | Share 300 100 | 1,634.62 | 602 Mirza Warrants 3. | 14/12/2022 | Sanjeevkeamar | Shate 64 100) 1,634.62 [1,236 Jagdish Azacl | Warrants 4 [14/12/2022] Aman Ansar | Share am 100 | 1,634.62 | 1,544 Mirza Warrants Ss. [14/12/2022 | Gin Share 1,490 100 | 1,634.62 [3,034 Krishnaswamy | Warrants 6 | 15/12/2022 | Ravi Jitendra | Share 121 100 1,634.62 | 3,155, Damaai ‘Warrants 7. (15/12/2022 | Gin Share 1237 100 | 1,634.62 [4386 Krishnaswamy | Warrants &/16/12/2022 | Gin Share 2462 100 | 163062 [6a48 Krishnaswamy | Warrants 9. | 1971273022 | Gia Share Gi6 100 | 1,634.62 ser Krishnaswamy | Warrants 10. [19/12/2022 | Alok Vajpeya_| Share 1.184 100 | 7,03402 | 8,648 ‘Warrants 11, [21/13/2022 | Alok Vajpeyi | Share 1231 100 | 1,634.62 | 9,879 Watrants 12. | 22/12/2022 | Shiveanjani Share 41 100 1,634.62 | 10,290 Gupta Warrants 13. | 23/12/2022 | Gini ‘Share 585 100 | 1,634.62 | 10,875 Keishnaswamy | Wazrants Conscious Food Private Limited Plot No ? Unit No 2 Murol Ind Est Andheri B Off A K Rd Mumbai - 400059, Tel Nos: 2497 4035 / 2697902 / 2493 4552 / 24984551; E-mail infof@consciausfuad.com Website CIN — D011 16MH2001PTC13250514, | 23/12/2022 | Alok Vajpeyi 100 [1,634.62 | 12,106 15. | 23/12/2022 | Ujjwal 100 1,634.62 | 12,717 Sengupta 16. [27/12/2022 | Vijay Malla | Share 300 TOO | 1,634.02 | 13007 Warrants 17. | 28/12/2022 | Shivranjani | Share 123 100 | 16342 | THRE Gupta Warrants 18. [29/12/2022 | Alok Vajpeyi | Share ~ | 230 100) 1,634.62 | 15.479 ‘Warrants 19. | 30/12/2022 | Alok Vajpeyi | Share 1232 100 | 1,634.62 | 16,711 Warrants 20. | 30/12/2023 | Shiveanjanl | Share 185 100 | 1.63402 | 16,896 i __ | Gupta ‘Warrants 21. | 30/12/2022 | Alok Vajpeyi | Share 1,231 1001 1,634.62 | 18,127 Wartants 22, [31/12/2022 | Shivranjani | Share 123 100 | 1,634.62 | 18,250 __| Gupta Warrants 23. | 02/01/2023 | Alok Vajpeyi | Share 17 100 | 1,634.62 | 18,427 Warrants 24. [02/01/2023 | Shiveanjani | Share 185 TO) | 1,634.62 | 18,612 Gupta Warrants 18,612 ‘Total Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andhesi E Off A K Rd Mumbai - 400059, Tel Nos: 2497 4035 / 2407902 / 2493 4852 / 24954551; E-mail: info@consciousfood.com Website: www:comiousfood com CIN = VoL oME2001PTC132595ac ~~ — Conscious Facet D. Therefore, the Company's Share Capital position as on March 31” March, 2023 as follows: - ‘Type of | Authorized Share Capital | Type of | Issued, Subsctibed & Paid- Seeutitics Securities | up Share Capital No. of | Face | Amount No. of] Fa | Amount Shares Valu | (Rs.) Shares | ce | (Rs.) e Val Rs.) ue me ‘Equity shares | 2,00,000 [100 | 2,00,00,000 | Equity shares | 1.00352 [100 1,66,35,200 (Including {Including Share Share Warrants) | __| Warrants) Compalsonly | 1,00,000 [100 | 1,00,00,000 | Computsorily | 47,826 | 100 | 41,82,600 Convertible | Convertible Preference Preference Shares Shares ll ae) a Toul 3,00,000 3,00,00,000 Total 2,08,178 2,08,17,800. 7, Disclosure regarding Issuc of Equity Shares with Differential Rights: During the year under review, the Company has not issued any equity shares with differential 1ights. ‘8. Disclosure regarding issue of Employee Stack Options: Dating the year under review, the Company has not provided any Stock Option Scheme to the employees. 9. Disclosure regarding issue of Sweat Equity Shares: During the year under review, the Company has not issued any Sweat Equity Shares. 10. Disclosure regarding Buy back of shares: During the year under review, the Company has not bought back any shates. 1. Dis ing is During the year under review, the Company has not issued any bonus shares. Conscious Food Private Limited Mot No 7 Unit No 2-Matol Ind Est Andhedi EOF AK Rd Mumbai 400059, Tel Nas: 2497 4035 / 2497902. / 2493 4952 / 24934551; E-mail: mfo@consciousfood.com Website: www-consciousfond.com CIN — UO1116MFI2001PTC 132595c eo Conscious Pad 12, Disclosure regarding issue of share warrant: During the year under review, In the Extra Ordinary General Meeting of the company held on 26/11/2022 (approved in Board meeting dated 25/11/2022) the Company has issued 27,655 share ‘warrants convertible into equity shares (“Warrants”) at a price of Rs.1634.62/-each per warrant, Sr No. ‘Names of Subscribers No. of Warrants L Alok Sureshchandra Vajpeyi (Lead Investor) TstT = Git Krishnaswamy 12,806 3. Shivranjani Gupta 4,019 4 Sanjeevkumar Jagdish Azad 936 5. ‘Vijay Malla 300 6. C Ujjwal Sengupia Git 7, ‘Aman Ansar Micza 1,223 8 Ravi Jitendra Damani 24 Total 27,655. ‘13.Directors and Key Managerial Personnel: ‘There were no other changes in the constitution of the Board of Directors and the Board is duly constituted as under as on 31" March, 2023: St, No._[ Name of Director/KMP DIN Designation 1 ‘Alok Sureshehandea Vajpeyi (00019088 Director 2 Bharat Suresh Samant 00116263 Director 3 Sanjecvkumar Jagdish Azad 00148338 Director 4 ‘Tina Alok Vajpeyi 02495533 Director 5 Kaurien Mathews Kondekeri (02547982 Director 14.Particulats of Employees: The ceilings prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for payment of remuneration is not applicable to the Company. 15,Declaration Given by Independent Directors: The company is not required to appoint Independent Directors as laid down under section 149(4) of the Companies Act, 2013; hence no declaration has becn obtained in such regard. Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andheri E Off AK Rd Mumbai - 400059, Tel Nos: 2497 4035 / 2497902 / 2493-4552 / 24934551; E-maik:infod@comsciousfaodcon Webs sf. com CIN — UG1116MH2001PTC132595Conscious Tess 16.Compliance with Secretarial Standards: During the year under review, the Company has complied with all the mandatory applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI). 17. Details of Board meetings: During the year under review, following Board Meetings were convened and held in respect of which meetings proper notices were given and the proceedings were properly recorded and signed inclucling the circular resolutions passed in the Minutcs Book maintained for the purpose during the financial year, The intervening gap between the Mectings was within the period prescribed under the Companies Act, 2013: St. | Date of Board Meetings Board Strength No, of Directors present No. 1. | 1470472022 2. 21/04/2022 3._| 28/04/2023, 4. [02/03/2022 5. 04/05/2022 09/05/2022 18/05/2022 30/03/2022 14/06/2022 15/07/2022, 18/07/2022 18/07/2022 22/07/2023 23/07/2022 04/08/2022 26/08/2022 01/09/2022 18, | 05/09/2022 V 20/09/2022 ._ [22/09/2022 30/09/2022 . | 27/10/2022 23. | 10/11/2022 24, | 25/11/2022 25. | 10/12/2023 26. | 14/12/2022 27,_| 15/12/2022 [5 28, | 16/12/2022 15 ul ees] a] ex a] a] a] af] cen | ann] oa] cm ca cafe en] emf ca fon en] ncn cn] cr ‘anf an] anf af cafe ise] ef aa esa fea eva] ein] ex one] cof cn fer cnn Plot No 7 Unit No 2 Marol Tad Est Andheri E Of A Rd Murbai 4008) 24914551; E-mail info@conssiousfood.com Website CIN — Uo11 t6Mth2001PTC132508O, 0 Conscious nod 19/12/2022 5 5 21/12/2022 5 5 22/12/2033 5 5 23/12/2022 5 a 27/12/2022 5 5 28/12/2022 5 5 29/12/2022 5 | 5 30/12/2022. 3 5 30/12/2022 5 5 31/12/2022 5 5 (02/01/2023 5 3 14/01/3023 5 5 03/02/2023 5 5 17/02/2023 5 5 21/02/2023 5 5 22/02/2023 5 5 28/02/2023 5 5 03/03/2023 5 5 10/03/2023 5 3 21/03/2025 5 5 24/03/2023 5 5 29/03/2023 5 5 31/03/2023 5 5 18, Other mectings: During the year under review, following meetings other than the Board Meetings were convened ‘Type of meeting | Date of Bricf description of resolutions passed meeting Extes-Ordinary | 19/04/2022. | For approval of alteration of Avlicle of Association by General Meeting inserting Clause 7A Share Warrants aficr Clause 7, For approval of increased in Authorized Share Capital from Rs. 2,00,00,000/- (Rupees Two Crores Only) divided into 2,00,000 (Two Lakhs) Equity Shares of Rs.100/- (Rupees Hundred Only) each to Rs 3,00,00,000/- (Rupees ‘Three Crotes Only) divided into 2,00,000 (Iwo Lakhs) Equity Shares of Rs.100/- (Rupees Hundred Only) each and 1,00,000 (One Lakh) Compulsorily Converuble Preference Shares of Rs, ‘Conscious Food Private Limited Plot No7 Unit No 2 Marol Ind Est Andheri E Off A K Re Mumbai - 400059, ‘Tel Nor: 2497 4035 / 2497902 / 2493 4352 / 24934551; E-mail Website: www. consciousfood com CIN = UO1116MH2001PTC132595Mee ee Conscious Pood 100/- (Rupees Hundred Only) each; For approval of issuance of warrants to the management advisory board; and ‘To approval for fund eaise up to Rs 15 Crores. 2 | Extra-Ordinary | 20/06/2022 | For approval of offer and Issue of 38,327 (Thirty- Genesal Meeting Eight Thousand, Three Hundred and Twenty Seven) Compulsorily Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) at issue Price of Rs. 1,500 (Rupees One Thousand and Five Hundred only) each on Preferential Allotment Basis. 3 | Extma-Ordinary | 23/09/2022 [Por approval of change in terms of preference shares General Meeting | already issued 4 | Hxtra-Ordinary | 26/11/2022 | For approval of offer and Issue of 27,655 Warrants General Meeting convertible into equity shares ("Warrants") at a price of Rs. 1,634.62/- each per warrant, 3. | Exta-Ordinary | 25/01/2023 | For approval of offer and Issue of 3,333 (Three General Meeting Thousand, Three Hundred and Thirty-Three) Compulsorily Convertible Preference Shares of Rs. 100/-(Rupees One Hundted only) at issue Price af Rs. 1,500 (Rupees One Thousand and Five Hundred only) each on Preferential Allotment Basis. 6 | Extra Ozdinary | 07/02/2023 | For approval of offer and Issue of 3,333 (Three General Meeting ‘Thousand, Three Hundred and — Thirty-Three) Compulsorily Convertible Preference Shares of Rs, 100/- (Rupees One Hundred only) at issue Price of Rs, 1,500 (Rupees One Thousand and Five Hundred only) each on Preferential Allotment Basis. 7. | Bxtes-Ondinary | 17/03/2023 | For approval of offer and Issue of 3,333 (Three Genesal Meeting Thousand, ‘Three Hundred and Thirty-Three) Compulsarily Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) at ixsue Price of Rs, 1,500 (Rupees One Thousand and Five Hunclred only) each on Preferential Allotment Basis 8. [Extraordinary | 25/03/2023 | For approval of offer and Issue of 666 (Six Hundred General Meeting and Sisty-Six) Compulsosily Convertible Preference Shares of Rs. 100/- (Rupees One Hundred only) at issue Price of Rs, 1,500 (Rupees One Thousand and Five Hundred only) each on Preferential Allotment Basis. ‘Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andheri E Off A K Rd Mumbai - 400059, Tel Nos: 2497 4035 / 2497902 / 2493 4552 / 24934551; E-mail info(@consciousfond.cam Website: serw.consciousfond.com CIN — VOTTL6MTI2001PTC132898co ng ciou 1s 9, | ExtenOrdinary [29/03/2023 | For approval of offer and Issue of 2,666 (Two General Meeting ‘Thousand, Six Hundred and Sixty-Six) Compulsorily Convertible Preference Shares of Rs. 100/- (Rupees ‘One Hundeed only) at issue Price of Rs. 1,500 (Rupees One Thousand and Five Hundred only) each on | Preferential Allotment Basis. 10.| Annual General | 19/08/2022 |To approve receive, consider and adopt the audited Meeting balance sheet as at 31" March, 2022 and the profit and Joss account for the year ended on that date together with the auditor's ceport and the dicector’s report thereon, 19-Explanation to Statutory Auditors Remarks: The Auditors observations are suitably explained in notes to the Accounts and are self-explanatory. ‘They do not call for any further comments under section 134(3) (f) of the Companies Act, 2013. ‘There were no qualifications, reservations or adverse remarks made by the Auditors in theit report for the year ending 31" March, 2023, 20, Details of Statatory Auditor: In the previous Annual General Meeting held on 30" Spetember,2020 M/s. M.G.Ved & Go. Chartered Accountants (Firm Registration No.: 111337W),Mumbai were appointed as the Statutory Auditors of the compaity for a period of 5 years up to the financial year 2024-25. Further, the report of the Statutory Auditors along with notes to Schedules is encloved to this report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments 21, Secretarial Auditor Reports Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company is not required to obtain Secretarial ‘Audit Report from a Company Secretary in Practice to undertake the Secretarial Audit of the Company. ‘Your company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records are srequited to be maintained and no cost auditor is required to be appointed. ‘Conscious Food Private Limited Plot No7 Unit No 2 Marol Ind Eet Andhedi E OM AK Rd Mamba - 400059, Tel Nos: 2497 4035 / 2497902 / 2408 4852 / 24934551, E-mail infoddconssiousfood.com Website: sewwconsciousfoodsom CIN ~ UO1116MFI2001PTC 132595Mer ee cic Conscious Tosa 23. Details of Fraud as per Auditors’ Report; There is no fraud in the Company during the F.-Y, ended 31 Mareh, 2023. This is also being supported by the repart of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31" March, 2023. 24. Company's Policy relating to Directors Appointment, Payment of Remuneration and Digcharge of theis uses: ‘The Provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive ateributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, 25. Extract of Annual Return: of Corporate Affairs (MCA) vide notification dated 28” August, 2020 has notified thar tract of Annual Return (in Form MGT9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in sub section (3) of section 92 has been placed (if the company has website). 26, Web link of annual retum, if any: Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on the financial year ended 31" March, 2023 is placed on the Company's website at sam conseionsfood.com, 27, Material changes ifany.a g , which have accurred between the end of the financial yeat of the company to which the financial statements relate and the date of the report: Following transactions have taken place between the end of the financial year of the company to which the financial statements relate and the date of the report: Date Brief Particulars of the transactions 03/04/2023 | For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to Rakesh Mohan jointly with Rasika Khanna Mohan; Date of Board Meeting for Issuance: 10/03/2023 48/04/2023 | Allotment of 3,333 Compulsorily Convertible Preference Shares (Face Value: Rs. 100/- each and Issue Price: Rs. 1,500/-each) to Rakesh Mohan jointly with Rasika Khanna Mohan by way of Preferential Allotment; Date of Board Mecting for allotment: 18/04/2023 Conscious Food Private Limited Plot No7 Unit No 2 Matol Ind Est Andhesi E Off A K Rd Mumbai - 400050, Tel Nos: 2497 4085 / 2497902 / 2493 4552 / 24934551; F-mal- nfod@consciousfooshcom Website: yow.consciousaod com CIN — UOTTTOMIT2001PTCH32505ee Nee ore Conscious 19/04/2023 _| For approval of Issuance of Compulsomlly Convertible Preference Shares by way ‘of Preferential Allotment to Alok Sureshchandra Vajpeyi: Date of Board Meeting for Issuance: 19/04/2023 Ie Date of Extra Ordinary Meeting: 15/05/2023 (02/05/2023 | Allotment of 1,006 Equity Shares (Face Value: Rs. 100/- each and Issue Price: Rs. 1,634.62/- each) to Giri Krishnaswamy by way of Preferential Allotment; Date of Board Meeting for allotment: 02/05/2023, (09/05/2023 | For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to Vijay Krishnan jointly with Krishnatoopa Vijay: Date of Board Meeting for Issuance: 09/05/2023 Date of Extra Ordinary Meeting: 05/06/2023 1070572023 _| Allotment of 184 Equity Shares (Face Value: Rs. 100/- each and Issue Price: Rs 1,634.62/- each) to Shiveanjani Gupta by way of Preferential Allotment; Date of Board Meeting for alloument: 10/05/2023. 12/08/2023 | Allotment of 402 Equity Shares (Face Value: Rs. 100/- each and Issue Price: Re 1,634.62/- each) to Gisi Krishnaswamy by way of Preferential Allotment; Date of Board Mecting for allotment: 12/05/2023. 15/05/2023 | For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to Alok Sureshehandira Vajpeyi; Date of Extra Ordinary Meeting: 15/05/2023 a 19/05/2023 | Alloument of 614 Equity Shares (Face Value: Rs. 100/- each and Issue Price: Rs, 1,634.62/- each) to Aman Ansar Mirza by way of Preferential Allotment, Date of Board Meeting for allotment: 19/05/2023, 23/05/2023 | Allotment of 1,333 Compulsorily Convertible Preference Shares (Face Value: Re. 100/~ cach and Issue Price: Rs, 1,500/-each) to Alok Sureshchandra Vajpeyi by way of Preferential Allotment; Date of Board Meeting for allotment: 23/05/2023 26/05/2023 _| For approval of Issuance of Gompulsorily Convertible Preference Shares by way of Preferential Allotment to Alok Sureshchandra Vajpeyis Date of Board Meeting for Issuance: 26/05/2023 Date of Extra Ordinary Meeting; 22/06/2023 01/06/2023 | 1. Allotment of 393 Equity Shares (Face Value: Rs, 100/- each and Issue Price: Rs. 1,654.62/- each) to Giti Krishnaswamy by way of Preferential Aotiment; Date of Board Meeting for allotment: 01/06/2023 2. For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to. Alok Sureshchandra Vajpeyi Date of Board Meeting for Issuanee: 01/06/2023 Date of Extra Ondinary Meeting: 29/06/2023 05/06/2023 | 1. For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to Vijay Krishnan jointly with Krishnaroopa Vijay; ‘Conscious Food Private Limited Plot No7 Unit No 2 Macol Ind Eet Andhesi E QA AK Rd Mumbai - 400059, Tel Nos: 2497 4038 / 2497902 / 2498 4852 / 249345515, smal: info@conscioustnod com Website: saxconsciousfod.com CIN ~ UO1I16ME2001PTC132595c ay Cc Conscious Tosa Date of Extra Ordinary Meeting: 05/06/2005 2, Allotment of 402 equity shares (Face Value: Rs. 100/- cach and Issue Price: Rs 1,634.62/- each) to Giri Krishnaswamy by way of Preferential Allotment; Date of Board Meeting for allotment: 05/06/2023, 15/06/2025 | 1. Giri Krishnaswamy (Folio No.13) had transfered G11 Equity shares to Vijay Krishnan jointly with Krishnasoopa Vijay (Folio No.41) vide Share Certificate No. 200; Date of Board Meeting for transfer: 15/06/2023. 2. Allotment of 1,666 Compulsorily Convertible Preference Shares (Face Value: Rs, 100/- each and Issue Price: Rs. 1,500/-each) to Vijay Krishnan jointly with Krishnaroopa Vijay by way of Preferential Allotment; . Date of Board Meeting for allotment: 15/06/2024 16/06/2023 | Allotment of 493 Equity Shares (Face Value: Rs. 100/- each and Issue Pace: Re. 1,634,62/- cach) to Shivranjani Gupta by way of Preferential Allotment, Date of Board Meeting for allotment: 16/06/2023, 21/06/2023 | Allotment of 503 Equity Shares (Face Value: Rs. 100/- each and Insue Pace Rac] 1,634.62/- cach) to Giri Krishnaswamy by way of Preferential Allotment; Date of Board Meeting for allotment: 21/06/2023, 22/06/2023 | For approval of Issuance of Compubsorily Convertible Preference Shares by way of Preferential Allotment to Alok Sureshchandra Vaipeyis Date of Extra Ordinary Meeting: 22/06/2023 26/06/2023 | Allotment of 1,045 Equity Shares (Face Valuci Rs, 100/- each and Issue Price: Rs 1,634.62/- each) to Giri Krishnaswamy by way of Preferential Allotment; Date of Board Meeting for alloument: 26/06/2023. 29/06/2023 | 1. Allotment of 1,333 Compulsorily Convertible Preference Shares (Face Values Rs. 100/- each and Issue Price: Rs. 1,500/-cach) to Alok Sureshchandra Vajpeyi by way of Preferential Allotment; Date of Board Meeting for allotment: 29/06/2023 2. For approval of Issuance of Compulsorily Convertible Preference Shares by way of Preferential Allotment to Alok Sureshchandra Vajpeyi: - Date of Extra Ordinary Meeting: 29/06/2023, 14/07/2023 | Allotment of 503 Equity Shares (Face Value: Rs. 100/- each and Tasue Price Rs. 1,634.62/- each) to Gisi Krishnaswamy by way of Preferential Allotment, [_ Date of Board Meeting for allotment: 14/07/2023, 17/07/2023 | Allotment of 604 Hquity Shares (Face Value: Rs. 100/- each and Issue Price: Ra, 1,634.62/- each) to Giti Krishnaswamy by way of Preferential Allotment; Date of Board Meeting for allotment: 17/07/2023. 04/08/2023 | Allotment of 123 Equity Shares (Face Value: Rs. 100/- each and Tesue Price: Re, 1,634.62/- each) to Ravi Jitendra Damani by way of Preferential Allotment, Conscious Food Private Limited wdhesi EOF A K Rel Mumbai -400059, Tel Nos: 2497 4035 / 2497902 / 2493-4552 / ‘tai: infal@constioustood.com Website: www-conscionafood.com CIN — VOL 6MH2Q01P 70132595 ee Plot No7 Unit No 2 Marol Ind Est 24938551;= ree ph Conscious Date of Board Meeting for allotment: 04/08/3023, 28. Particulars of loans, guarantees or investments under section 186: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the ‘Companies Act, 2015 (/amy) are given in the notes to Financial Statements, 29. Particn contracts During the year under seview, the company has entered into contract of arrangements with related Patties referred to in sub-section (1) of section 188 of the Companies Act, 2013 on azm’s length basis as disclosed in Form No, AOC-2 as “Annexure I”. 30, Deposits: The Company has deposits (taken from Shareholders) as on 31st March, 2023 for an amount of Rs-4,98,24,910/- in pursuance of the provisions of Companies (Acceptance of Deposit) Rules, 2014 4 2 ibility YosR: As pet Section 135 of the Companies Act, 2013 every Company having net worth of Rs. 500 Crores of more ot Tumover of Rs. 1,000 Crores or moze or Net Profit of Rs, § Crores is required to constitute CSR committee. However, yout Company has not developed or implemented any Corporate Social Responsibility instintives as the said provisions are not applicable to the Company. 32, Risk Management Analysis: The Company has not formulated any Risk Management Policy as the Board felt that the elements ‘of risk threatening the Company's existence are very minimal. However, the Board periodically reviews the risks and suggests steps to be taken to control and gate the same through a properly defined framework, The Boatd is of the opinion that at present, there are no materials risks that may threaten the very existence and functioning of the Company. 33. Internal Financial Controls; ‘The internal financial controls with reference to the Financial Statements commensurate with the size and nature of business of the Company and such internal financial controls ure adequate anel operating efficiently, 34, Vigil Mechanism: The provisions of section 177(9) & (10) of the Companies Act, 2013 for a Vigil Mechanism for tlreetors and employees io report genuine concems are not applicable to the Company. Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Ket Andbesi I: Off A K Rel Mumbai - 400059, Tel Nos: 2497 4035 / 2497902 / 2493 4852 / 24934551; E-mal iafo@consciousfoad.com Website: wew.consciousfood.cim CIN — UOILIGMH2001PTC1 42595co ec Conscious Teod ‘The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Seaual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sesual harassment, All employees (permanent, contractual, temporary, trainees) arc covered under this policy, The following is a summary of sexual harassment complaints received and disposed of during the year: No. of complaints filed during the Ginancial year: NIL. No, of complaints disposed of dusing the financial year: NIL. No. of complaints pending as on end of the financial year: NIL. 36. During the year under review there was no such orders passed by the regulators of courts or tribunals impacting the going concern status and company’s operations in future. 37, Details of Subsidiary/Joint Ventures/Assaciate Companies Pursuant to first proviso to sub-section (3) of section 129 read with mule 5 of Companies (Accounts) Rules, 2014, a Company seeds to prepare AOC-1 but as the Company doesn't have any subsidiaries, associates and Joint Ventures, there is no need to prepare AQC-1 and hence the same has not been prepared. The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as follows: Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andheri E Off A K Rd Mumbai - 400059, Tel Nos: 2997 4035 / 2497902 / 2493 4552 / 2493551; E-mail: info(@consciousfood.cam Website: CIN —UO1T6MH2001PTC132595= poe ~~ — Conscious (a) Conservation of energy @ [the steps taken or impact on conservation of = energy () [the steps taken by the company for utilizing = alternate sources of energy Gi) | the capital investment on energy conservation S equipment’s (b) Technology absorption @ the efforts made towards techdlogy absorption @ the benefits detived ke product improvement, coat reduction, product development or import | substitution in case of imported technology Gmported during = the last three yeats reckoned from the beginning of the financial year)- (@) the details of technology imported = ©) the year oF import, = (© whether the technology been filly absorbed (@) if not fally absotbed, areas where absorption has not taken place, and the reasons theroof &) the expenditure incurred on Research and = Development ‘Your Company does not carry on any business which requires or where the Conservation of eneagy ‘or technology absorption is mandatorily required. (©) Foreign exchange earings and Outgo: During the year, the company’s foreign exchange earnings and outgo were as follows: Foreign Exchange Barnings: Rs,85,13,480/- Foreign Exchange Outgo: NILS 3%. Directors’ Responsibility Statement; ‘The Directors’ Responsibility Statement referred to in clause () of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— Conscious Food Private Limited PlotNo7 Unit No 2 Marol Ind Est Andheri E Off A K Rd Mumbai - 400059, Tel Nox: 2497 4035 / 2497900 / 2493 4552 / 24934551; E-mail info@consciousfood.com Website: werw:conscionsfood,com (CEN ~ VOI 116MH2001PTC132595re (@) in the preparation of the anni followed along with propet exph ©) the directors had selected sviely accouuing ps judgments and estimates that ate reasonable and 1 state of affairs of the company at the end of the company for that period ng, to material departures; | applied them 10 a8 to give At yom onsistenily and made le and frie view of the al of the profit and loss of the (9) the directors had taken proper nnd suffieiemt ears for the tmaintenance 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, (€) the direcrors had prepated the stinual accounts on a going concern basis; and (©) the directors had devised proper systems to ensure compliance with the provistons of all applicable laws and that such systems were adequate and operating effectively. 40. westor' and Pioteetion EAE ‘Your Company did not have any funds lying unpaid or unchimed for a period. Therefore, there were no funds which wese required to be transfeared to Investor Education and Protection Fund CEPR). 4#LAclnowledgements: ‘The Directors express their sincere appreciation to the valued shareholders, clients and other stakeholders for theis support and cooperation. For and on behalf of Board of Directors CONSCIOUS FOOD PRIVATE LIMITED we Gy oS DIN: 00148338 Address: Primrose Bldg 14, Flat 7, Shere Punjab CHS Mahakali Caves Road, Andheri (E) Mumbai 400093, \ o@ 2023 Place: Mumbai Conscious Food Private Limited Plot No 7 Unit No 2 Marol Ind Est Andheri E. Off A K Rd Mumbai - 400059, Tel Nos: 2497 4035 / 2497902 / 2495 4552 / 24954551; E-mail: infof@iconsciousfocd.com Websi CIN = U0111 6MFI2001PTC132595