డైరెక్టర్ల నివేదిక Transglobe Foods Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the Annual Report together with the Audited Accounts of
the Company for the Financial Year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The Financial Highlights for the year under report are as under:

(Amount in Amount in Lakhs)

Particulars	31st March 2024	31st March 2023
Total Revenue	0.02	18.02
Total Expenses	18.56	16.18
Profit before tax	(18.54)	1.84
Profit after tax	(29.24)	(1.73)
Total Comprehensive Income for the period	(29.24)	(1.73)

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY''S AFFAIRS

During the year under review, your company achieved total revenue from operations of Rs. 0.02 Lakh
(previous year Rs. 18.02 Lakh). The loss after tax (including other comprehensive income) is at Rs.
(29.24) Lakh (previous year Rs. (1.73) Lakh.

4. SHARE CAPITAL

Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 4,00,00,000 divided in
to 40,00,000 Equity Shares of Rs. 10/- each.

Issued Subscribed and Paid-up Share Capital: The Issued Subscribed and Paid up Share Capital of the
Company is Rs. 14,48,950 divided in to 1,44,895 Equity Shares of Rs. 10/- each.

During the year the is no change in the Authorised Share Capital and Issued Subscribed and Paid-up
Share Capital of the Company.

5. DIVIDEND

The board does not recommend any dividend for the financial year 2023-2024.

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated
Financial Statement is part of the Annual Report.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of
Section 125 of the Companies Act, 2013.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.

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 Annexure A to Directors'' Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY.

The risk management committee compliance is not applicable to the Company.

11. INTERNAL CONTROL SYSTEM

The Company''s internal controls system has been established on values of integrity and operational
excellence and it supports the vision of the Company "To be the most sustainable and competitive
Company in our industry". The Company''s internal control systems are commensurate with the
nature of its business and the size and complexity of its operations. These are routinely tested and
certified by Statutory as well as Internal Auditors and their significant audit observations and follow
up actions thereon are reported to the Audit Committee.

12. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act relating to Corporate Social Responsibility are not
applicable as the Company is having Net worth less than rupees Five Hundred Crore, Turnover less
than rupees One Thousand Crore and Net Profit less than rupees Five Crore.

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

The particulars of investments made and loans given to subsidiaries has been disclosed in the
financial statements. Also, Company has not given any guarantee during the year under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm''s length basis, in the ordinary course of business
and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially
significant related party transactions made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of the Company at large
or which warrants the approval of the shareholders. The transactions are being reported in Form
AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies
(Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in
the Company''s financial statements (note 24) in accordance with the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of
all related party transactions is presented before the Audit Committee on a quarterly basis, specifying
the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s
website at https://www.transglobefoods.com/

15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end,
has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act/ Posh Act was enacted by the
Government of India in 2013. It is a major step by the GOI for preventing any form of misconduct on
the women at workplace. POSH Act is applicable on each and every Company, workspace,
establishment or organisation employing 10 or more employees whether full time, part time, interns

or on contract, irrespective of its nature of industry of location. Thus it is not applicable to our
Company.

16. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual
Return 2023-2024 https://www.transglobefoods.com/

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met 6 times on 29-05-2023, 24-06-2023, 11-08-2023, 29-08-2023, 08¬
11-2023 and 13-02-2024.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby
confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been
followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the directors 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 on 31st March, 2024, and that of the profit of the Company for the year ended on
that date.

• That proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

• 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.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this
report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of employees drawing remuneration in excess of
the limits set out in the said Rules, if any, forms part of the Report. The Nomination and
Remuneration Committee of the Company has affirmed at its meeting held on 16 ^th February, 2024
that the remuneration is as per the remuneration policy of the Company.

The policy is available on the Company''s website https://www.transglobefoods.com/

21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Prabhakar Rameshbhai Khakhar is liable to retire by rotation in this ensuing Annual General
Meeting and being eligible he has offered himself for reappointment. Your directors recommend his
re-appointment.

During the financial year: -

-The 1 st term of Ms. Amisha Mitesh Dani as Independent Director had come to end on 25 th May 2023
and has ceased to be Independent Director of the Company;

-Mr. Dollar Azad Chheda, resigned as Executive Director and Chief Financial Officer of the Company
with effect from 23rd June 2023;

-Mr. Hiren Surendra Makwana, was appointed as Additional Independent Director of the Company
with effect from 23rd June 2023;

-Mrs. Kavita Ashish Pandare, was appointed as Additional Independent Women Director of the
Company with effect from 11th August 2023;

-The 1 st term of Mr. Hardik Girish Poriya as Independent Director had come to end on 03^rd April 2024
and has ceased to be Independent Director of the Company.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy
https://www.transglobefoods.com/ for Selection, Appointment and Remuneration of Directors
which inter-alia requires that composition and remuneration is reasonable and sufficient to attract,
retain and motivate Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have diverse Board and the
Policy also lays down the positive attributes/ criteria while recommending the candidature for the
appointment as Director

23. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 so as to qualify themselves to
be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the
relevant SEBI Listing Regulations.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The familiarisation program aims to provide Independent Directors with the pharmaceutical industry
scenario, the socio-economic environment in which the Company operates, the business model, the
operational and financial performance of the Company, significant developments so as to enable
them to take well informed decisions in a timely manner. The familiarisation program also seeks to
update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.
The policy on Company''s familiarisation program for Independent Directors is posted on Company''s
website at https://www.transglobefoods.com/

25. STATUTORY AUDITORS

M/s Bilimoria Mehta & Co., Chartered Accountants, was appointed as Statutory Auditor of the
Company in the Annual General Meeting held on 22nd December 2020 from the conclusion of that
Annual General Meeting till the conclusion of Sixth consecutive Annual General Meeting thereafter.
The Company has not proposed an Ordinary Resolution for ratification of appointment of Statutory
Auditor for the Financial Year 2024-2025 because pursuant to the Companies (Amendment) Act, 2017,
the same is omitted with effect from 7th May, 2018.

26. INTERNAL AUDITORS

On recommendation of Audit Committee, the Board of Directors of the Company at its meeting held
on 20^th April 2024 has appointed M/s Bhushan Adhatrao & Co. Chartered Accountants, as internal
auditors for financial year 2024-25.

27. SECRETARIAL AUDITORS

On recommendation of the Audit Committee, the Board of Directors of the Company at its meeting
held on 16^th May 2024 have appointed Mr. Jaymin Modi, Company Secretaries, as Secretarial Auditors
of the Company to carry out the Secretarial Audit for the Financial Year 2024-25 and to issue
Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the
Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Further, the Secretarial Audit issued by Mr. Jaymin Modi, Company
Secretaries for the financial year 2023-2024 is annexed herewith and forms part of this report as

Annexure D. Secretarial Audit Report is not applicable to the Subsidiary, not being a material
subsidiary.

28. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the
Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the
Companies Act, 2013 was not applicable for the business activities carried out by the Company for the
FY 2023-2024. Accordingly, such accounts and records are not made and maintained by the Company
for the said period.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING
COMPANY SECRETARY IN THEIR REPORTS

The Auditors'' Report does not contain any qualifications, reservations or adverse remarks. Report of
the secretarial auditor is given as an Annexure D which forms part of this report.

30. CORPORATE GOVERNANCE

The Company is committed towards maintaining the highest standards of Corporate Governance and
adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of
India. The provision of Corporate Governance is not applicable to the Company.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under
regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

32. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

33. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by
the employees and other Directors. The Company has also provided adequate safeguards against
victimisation of employees and Directors who express their concerns. The Company has also
provided direct access to Mr. Prabhakar Khakhar on reporting issues concerning the interests of co¬
employees and the Company. The Vigil Mechanism Policy is available at the website of the Company.

34. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have
not reported any instances of frauds committed in the Company by its Officers or Employees to the
Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this
Report.

35. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, your Company
has devised a policy containing criteria for evaluating the performance of the Executive, Non¬
Executive and Independent Non-Executive Directors, Key Managerial Personnel, Board and its
Committees based on the recommendation of the Nomination & Remuneration Committee. Feedback
was sought by way of a structured questionnaire covering various aspects of the Board''s functioning,
such as adequacy of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations, and governance. The manner in which the evaluation has
been carried out is explained in the Corporate Governance Report, forming part of this Annual
Report.

The Board of Directors of your Company expressed satisfaction about the transparency in terms of
disclosures, maintaining higher governance standards and updating the Independent Directors on
key topics impacting the Company.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 RELATE
AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company
occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS
AND COMPANY''S OPERATIONS IN FUTURE

During the year there has been no significant material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and company''s operations in future.

38. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee.
There are currently seven Committees of the Board, as follows:

• Audit Committee:

• Nomination and Remuneration Committee:

• Stakeholders'' Relationship Committee.

• AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the
Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Audit Committee as on the date of the report comprises of 3 Non-Executive Independent
Directors.

Following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Hiren Surendra Makwana	Chairperson	Non-Executive Independent Director, Chairman
2	Kavita Ashish Pandare	Member	Non-Executive Independent Director, Member
3	Hardik Girish Poriya	Member	Non-Executive Independent Director, Member

During the year there were in total 4 Audit committee meetings held on 29-05-2023, 11-08-2023, 08-11¬
2023 and 13-02-2024. The Chairperson of Audit Committee was present in previous AGM held on
23.09.2023 to answer shareholder''s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity''s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed
entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board
for approval;

5 Reviewing and monitoring the auditor''s independence and performance and effectiveness of audit
process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the
internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee
•NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Company is constituted in line with the
provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 3 Non-Executive Independent Directors.

Following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Hiren Surendra Makwana	Chairperson	Non-Executive Chairman	Independent	Director,
2	Kavita Ashish Pandare	Member	Non-Executive Member	Independent	Director,
3	Hardik Girish Poriya	Member	Non-Executive Member	Independent	Director,

The Nomination and Remuneration Committee met once in the Financial Year on 24/06/2023.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual
General Meeting of the Company held on 23.09.2023.

Role of nomination and remuneration committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of
a director and recommend to the Board of Directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the board of directors their
appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis
of the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors'' appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters is available on
company''s website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the
Remuneration Committee and then approved by the Board of Directors and subsequently by the
shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee
Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee''s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the
Companies Act, 2013 is available at the website of the Company: www.transglobefoods.com Further,
criteria of making payments to non-executive directors, the details of remuneration paid to all the
Directors and the other disclosures required to be made under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been published below:

•STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises
of 3 Non-Executive Independent Directors.

The committee investigates the shareholders and investors grievances that are not settled at the level
of Compliance Officer and helps to expedite the share transfers and related matters. The Committee
periodically reviews the status of stakeholders'' grievances and redressal of the same.

The Committee met on 29-05-2023, 11-08-2023, 08-11-2023 and 13-02-2024.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present
at the last Annual General Meeting of the Company held on 23.09.2023.

Following are the members of the Committee as mentioned below.

Sr. #	Name of Director	Position	Designation
1	Hiren Surendra Makwana	Chairperson	Non-Executive Independent Director, Chairman
2	Kavita Ashish Pandare	Member	Non-Executive Independent Director,

			Member
3	Hardik Girish Poriya	Member	Non-Executive Independent Director, Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum
of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory
notices by the shareholders of the Company.]

39. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are
not furnished, as the same are not applicable. No proceedings against the Company is initiated or
pending under the Insolvency and Bankruptcy Code, 2016. The details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while taking loan from
the Banks or Financial Institutions along with the reasons thereof - Not Applicable.

40. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions
guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 mandates formulation of certain policies for listed companies. The Policies are reviewed
periodically by the Board and are updated based on the need and compliance as per the applicable
laws and rules and as amended from time to time. The policies are available on the website of the
Company at https://www.transglobefoods.com/

41. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the
revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

42. ENHANCING SHAREHOLDER VALUE

Your company firmly believes that its success, the marketplace and a good reputation are among the
primary determinants of value to the shareholder. The organisational vision is founded on the
principles of good governance and delivering leading-edge products backed with dependable after
sales services. Following the vision your Company is committed to creating and maximising long¬
term value for shareholders.

43. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning of
applicable securities laws and regulations. Actual results may differ materially from those expressed
in the statement. Important factors that could influence the Company''s operation include global and
domestic demand and supply conditions affecting selling prices of raw materials, finished goods,
input availability and prices, changes in government regulations, tax laws, economic developments
within and outside the country and various other factors.

44. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the
continued co-operation extended by shareholders, employees, customers, banks, suppliers and other
business associates.

By order of the Board
For TRANSGLOBE FOODS LIMITED

Sd/-

Mr. Prabhakar Khakhar

Date: 04th September 2024 Chairman & Managing Director

Place: Mumbai DIN: 06491642

---

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 29th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars Year Ended 2014-15 2013-14

Total Income 21.06 25.20

Total Expenditure 20.60 25.25

Profit/Loss before Taxation 4.63 (12.07]

Profit/Loss after Taxation 4.64 (12.07]

Transfer from General Reserve ' - Balance carried to Balance 4.64 (12.07] Sheet

2. REVIEW OF OPERATION:

The Company has made a Profit of Rs. 4,63,985/- during the financial year. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the years to come.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

5. INTERNAL AUDITOR:

The Company has appointed Mr. Bhushan Adhatrao, Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2015-16.

6. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

7. DIRECTORS:

During the year under review Mr. Rameshchandra Khakhar and Mr. Vijay Rank resigned from the Directorship of the Company with effect from 27.11.2014. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Prabhakar Khakhar who retires by rotation being eligible offers himself for re- appointment at the ensuing Annual General meeting.

Mr. Prabhakar Khakhar is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 year w.e.f 01/09/2015 to 31/08/2020.

The Board of Directors appointed Mrs. Bhavnaben Khakhar as Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

All independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given any loans, guarantees or investments covered under the provisions of section 186 of the Companies Act, 2013.

10. NUMBER OF MEETINGS:

The Board has met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March,

2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 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.

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

13. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length price basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not having any manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

15. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

16. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company. However the Company has quality Control Department to check/improve the Quality of the products traded.

17. AUDITOR & AUDITORS REPORT:

Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s Ashvin Thumar & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

18. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

Audit and Stakeholder Relationship Committees consist of Mr. Ganesh Shelar - Chairman, Mr. Manojkumar Ajudia and Mr. Prabhakar Khakhar as members.

Nomination and Remuneration Committee consist of Mr. Ganesh Shelar-Chairman, Mr. Manojkumar Ajudia and Mrs. Bhavnaben Khakhar as members.

A detailed note on the Board and its committees is to provide under the Corporate Governance Report section in this Annual Report.

19. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. Mandar Palav & Associates as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure D to the Board's Report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure C to the Board Report.

21. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) Ahmedabad Stock Exchange Limited.

b) The Bombay Stock Exchange Limited.

c) The Calcutta Stock Exchange Limited.

The Trading in the Equity Shares of the Company was suspended from all the Stock Exchanges, which has been revoked pursuant to the notice of SEBI having Reference No. 20141114-14 dated 14th November, 2014. The shares of the Company are freely traded since that date on Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to ASE, BSE and CSE where the Company's shares are listed.

Forfeiture of Shares:

The Company has forfeited 5,52,800 Partly Paid Up Equity Shares of Rs. 10/- each due to Non Payment of Allotment/ Call Monies. After receiving necessary approval from BSE vide its Notice no. 20150521-10 dated 21st May, 2015.

22. SIGNIFICANT AND MATERIAL ORDERS:

The Company has received notice from SEBI revoking its suspension of trading on 14th November, 2014. There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

23. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board. The Company has framed a risk management policy.and testing in accordance with the laid down policy h is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. The Board considers risk management to be a key business discipline designed to balance risk and reward and to protect the Group against uncertainties that could threaten the achievement of business objectives.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

The Corporate Governance & Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexures together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

25. OTHER LAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

The Company has not made any Loan or given any guarantees or Investment during the financial year under review.

27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

28. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board Registered Office: For Transglobe Foods Limited 701/2, Sai Janak Classic, 7, Near Sudhir Phadke, Flyover, Devidas Lane, Borivali- West, Mumbai - 400103. CIN:L15400MH1986PLC255807 Prabhakar Khakhar Date: 25/08/2015 Chairman Din: 06491642

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below: (Amt. in Lacs)

Particulars Year Ended 2013-14 2012-13

Total Income 25.02 24.47

Total Expenditure 25.25 24.04

Profit/Loss before Taxation (12.07) 0.42

Profit/Loss after Taxation (12.07) 0.29

Profit/Loss brought forward (314.09) (314.38)

Transfer from General Reserve - 0.00

Balance carried to Balance (326.03) (314.09) Sheet



2. REVIEW OF OPERATION:

The Company has incurred losses of Rs. 12,07,118/- during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Rameshchandra Khakhar who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

The Board recommends appointment of Mr. Vijay Rank, Mr. Ganesh Shelar and Mr. Manoj Ajudia as Independent Directors not liable to retire by rotation for 3 consecutive years for a term upto 31stMarch, 2017.

The Company has received requisite notices in writing from members proposing Shri Mr. Vijay Rank, Mr. Ganesh Shelar and Mr. Manoj Ajudia for appointment of Independent Directors in terms of the requirement of Companies Act, 2013.The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company has quality control Department to check/improve the Quality of the products traded.

12. AUDITORS & AUDITORS REPORT

The Board recommends M/s. Ashvin Thumar & CO. Chartered Accountants, as statutory auditors of the Company for the year 2014 -15, who have also confirmed their appointment shall be within the limits prescribed under Section 141 of the Companies Act, 2013, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto and forming part of the report.

14. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Mr. Ganesh Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.

15. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Ganesh Shelar – Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

16. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited. b)Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of directors are making efforts for revocation of suspension of trading in equity shares of the Company. The Shares of the Company are listed on Ahmedabad Stock Exchange Limited, but it is in the process of de-recognizing itself.

17. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

19. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board Place: Mumbai For Transglobe Foods Limited Date: 14.08.2014

Prabhakar Khakhar Rameshchandra A. Khakhar Din: 06491642 Din: 02780920

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 27th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amount in Lacs) PARTIULARS YEAR ENDED

2012-13 2011-12

Total Income 24.46 0.00

Total Expenditure 24.04 0.13

Profit/Loss before Taxation 0.42 (0.13)

Profit/Loss after Taxation 0.29 0.00

Profit/Loss brought forward (314.38) (314.25)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.08) (314.38)

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 29,149/- during the financial year. Your Director expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Prabhakar Khakhar, Director of the Company who retires by rotation and being eligible offers themselves for re-appointment as Director of the Company. The Board of Directors recommended their reappointment, except the above there is no change in the composition of Board of Directors during the year.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. M/s. Ashvin Thumar & Co. Chartered Accountants., as Statutory Auditors of the Company for the year 2013 -14, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

In view of the resignation of our present auditor M/s. Bakul V. Ganatra & Co., who has shown his inability to continue as Auditor of the Company due to their preoccupations.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto and forming part of the report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Mr. Ganesh Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Ganesh Shelar – Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of directors are making efforts for revocation of suspension of trading in the equity shares of the company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and on Behalf of Board of Directors

Sd/- Sd/-

Place: RAJKOT Ramesh A. Khakhar Prabhakar Khakhar

Date: 09/08/2013 Director Director

---

Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting their 26th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2012.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.)

PARTIULARS YEAR ENDED 2011-12 2010-11

Total Income 0.00 0.00

Total Expenditure 0.13 0.11

Profit/Loss before Taxation (0.13) (0.11)

Profit/Loss brought forward (314.25) (314.14)

Profit/Loss after Taxation (314.39) (314.25)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.39) (314.25)

2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (13402/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Ramesh Khakhar and Vijay Rank, Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment, except the above there is no change in Board of Directors during the year.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants, as statutory auditors of the Company for the year 2012 -13, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretary and is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Ganesh Shelar and Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 20/08/2012 Director Director

---

Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2011.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.) PARTIULARS YEAR ENDED 2010-11 2009-10

Total Income 0.00 0.00

Total Expenditure 0.11 0.11

Profit/Loss before Taxation (0.11) (0.11)

Profit/Loss brought forward (314.14) (314.03)

Profit/Loss after Taxation (314.25) (314.14)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.25) (314.14)



2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (10977/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS: The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Dilip Khakhar and Ganesh Shelar, Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & Co. Chartered Accountants, as statutory auditors of the Company for the year 2011 -12, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretaryand is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Ganesh Shelar and Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 24/08/2011 Director Director

---

Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2010.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.) PARTIULARS YEAR ENDED 2009-10 2008-09

Total Income 0.00 0.00

Total Expenditure 0.11 0.11

Profit/Loss before Taxation (0.11) (0.11)

Profit/Loss brought forward (314.03) (313.91)

Profit/Loss after Taxation (314.14) (314.03)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.14) (314.03)

2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (11120/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Ramesh Khakhar and Prabhakar Khakhar , Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment. Mr. Jagdish khakhar resigned from the post of Directorship.The Board appreciates him for the valuable guidance provided by him during his tenure associated with the Company Mr. Ganesh Shelar, Mr. Vijay Rank and Mr. Mr. Manoj Ajudia were appointed as Additional Directors of the Company eligible to be reappointed as directors of the Company.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR‘S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year review.

c) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company. However the company has quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants, as statutory auditors of the Company for the year 2010 -11, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT: Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretary and is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Shri Vijay Rank- Chairman, Shri Prabhkar Khakhar and Shri Ganesh Shelar as Members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES: The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES: Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 21/08/2010 Director Director