The Directors of your Company have pleasure in presenting their 02^nd Annual Report of
the business and operations of the Company along with the Audited Financial
Statements for the financial year ended 31^st March, 2024.

1. Financial Results

The financial performance of your Company for the financial year ended on 31^st
March, 2024 is as under: -

(Rs. Tn Lakhs

2. Financial Analysis and Review of Operations
Sales & Profitability Review

During the year under review the Company has generated revenue from its operation
of Rs. 408.12 Lacs, slightly lower from the previous year’s revenue of Rs. 653.21 Lacs.
The Company has booked profit before depreciation, interest and tax of Rs. 5.32 Lacs
as against Rs. 14.67 Lacs in the previous year. After providing for depreciation of Rs.
2.29 Lacs (previous year Rs. 10.83 Lacs), interest of Rs. 0.47 Lacs (previous year
Rs.0.95 Lacs), provision for current tax of Rs.0.55 Lacs (previous year Rs.0.87 Lacs),
deferred tax (net of adjustments) of Rs. (0.12) Lacs (previous year Rs. 1.72 Lacs), the
Net profit for the current year is Rs. 2.13 Lacs as compared to profit of Rs. 0.30 Lacs
in the previous year.

3. Extract of Annual Return

Pursuant to the provisions of Section 134(3)(a) of Companies Act, 2013, the web
address of the Annual Return of the Company is www.sonalisconsumer.com.

4. Dividend

With a view to plough back of profits and using Net Profit for liquidity purpose and
day-to day operational activities, your Board of Directors does not recommend any
dividend for the F.Y. 2023-2024.

5. Transfer to Reserves

The Board of Directors of your Company propose to transfer of Rs. 2.13 Lakhs to
reserve.

6. Capital Structure

During the period, there is no change in Authorized Share Capital of the Company.

The Paid-Up Capital of the Company has been increased from Rs. 10,550,000/-
(Rupees One Crore Fifty Five Lakhs) divided into 1,055,000 (Ten Lakhs Fifty Five
Thousand) equity Shares of Rs. 10/- each to Rs. 19,990,000/- (Rupees One Crore
Ninety-Nine Lakhs Ninety Thousand) divided into 1,999,000 (Nineteen Lakhs Ninety-
Nine Thousand) equity shares of Rs. 10/- each.

7. Initial Public Offer and Listing of Equity Shares

The company has allotted 944,000 Equity Shares of Rs. 10/- each at a price of Rs.
30/- per equity shares by way of Initial Public Offer.

In-principal approval obtained from BSE Limited (SME Platform) on June 16, 2023
for listing and trading of equity shares w.e.f. 19^th June, 2023.

8. Change in Registered Office

During the year, company has changed its registered officer from Unit No. 16, Ground
Level, Loft & Basement Sethia Industrial Estate, Tungareshwar Phata, NA, Vasai East
Palghar, Thane - 410208, Maharashtra, India to Shop No. 01, Rameshwar C.H.S. Ltd,
Near Union Bank, Dahisar East Mumbai - 400068, Maharashtra, India within local
limits of the same city, under the Jurisdiction of ROC, Mumbai w.e.f. July 28, 2023.

9. Directors

* Mr. Prakash Jhangiani, Director of the company has resigned from the said post
w.e.f. 20^th May, 2024.

* Mr. Sanjay Rajkumar Dua was appointed as Additional Executive Professional
Director of the Company w.e.f. 20^th May, 2024 who hold office as such up to the date
of this annual general meeting. Necessary resolutions relating to his appointment as
an Executive Professional Director for is included in the Notice of Annual General
Meeting. The relevant details are given in the Notes/Annexures to the Notice of the
Annual General Meeting.

Declaration under Section 149(6):

The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013
read with Schedule IV thereof and code of Conduct for Independent Directors and for
Senior Management formulated by Company.

Formal Annual Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance,
its committees and individual Directors pursuant to the requirements of the Act and
the Listing Regulations.

Further, the Independent Directors, at their exclusive meeting held on 27^th March,
2024 during the year reviewed the performance of the Board, its Chairman and Non¬
Executive Directors and other items as stipulated under the Companies Act, 2013
and Listing Regulations.

Formal Updation Programs for Independent Directors:

The Company conduct familiarization and updation programs for independent
directors on need basis. Conducted by knowledgeable persons from time to time.

Liable to retire by rotation:

In accordance with the provisions of the Articles of Association of the Company, Ms.
Sonali N. Kocharekar (DIN:0953641), Director of the Company, retires by rotation at
the conclusion of the forthcoming Annual General Meeting and being eligible, offers
himself for reappointment. The Board recommended his reappointment for the
consideration of the members of the Company at the ensuing Annual General
Meeting.

10. Key Managerial Personnel:

In compliance with provisions of Section 203 of the Companies Act, 2013, following
are the KMPs of the Company as on 31^st March, 2024:

11. Number of Board Meetings:

During the year under review, the Board met 11 (Eleven) times and the intervening
gap between any two meetings was within the period prescribed under the Companies
Act, 2013 on following dates;

Attendance of Director are as follows;

* Mr. Sanjay Rajkumar Dua has been appointed as an Additional Director in the
capacity of Professional Director w.e.f. 25^th May, 2024, subject to approval of
shareholders in this Annual General Meeting.

12. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013, the
Company has established a “Vigil Mechanism” incorporating whistle blower policy in
terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
for employees and Directors of the Company, for expressing the genuine concerns of
unethical behavior, actual or suspected fraud or violation of the codes of conduct by
way of direct access to the Chairman/ Chairman of the Audit Committee. The
Company has also provided adequate safeguards against victimization of employees
and Directors who express their concerns. The Policy on Vigil Mechanism and whistle
blower policy as approved by the Board may be accessed on the Company’s website
at the link: www.appetitefood.in.

13. Policies Disclosure on website in terms of Listing Regulations

The policy as required is adopted by the company and updated at the website of the
company namely www.sonalisconsumer.com.

14. Constitution of Various Committees & Its Meeting;

a. Audit Committee Constitution & Composition of Audit Committee:

Our Company has formed the Audit Committee as per the applicable provisions of
the Section 177 of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 (as amended) and also to comply with Regulation 18 of SEBI
Listing Regulations (applicable upon listing of Company’s Equity Shares). The
composition of the Audit Committee and details of meetings attended by the
members of the Audit Committee are given below:

b Nomination and Remuneration Committee: Constitution & Composition of
Remuneration Committee:

Our Company has formed the Nomination and Remuneration Committee as per
Section 178 and other applicable provisions of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply
with Regulation 19 of SEBI Listing Regulations (applicable upon listing of
Company’s Equity Shares). The policy of Nomination and remuneration
committee is annexed herewith (Annexure B). The Nomination and
Remuneration Committee comprises the following members:

b. Stakeholder’s Relationship Committee: Constitution & Composition of
Stakeholders Relationship Committee:

Our Company has formed the Stakeholders Relationship Committee as per
Section 178 and other applicable provisions of the Act read with the Companies
(Meetings of Board and its Powers) Rules, 2014 (as amended) and also to comply
with Regulation 20 of SEBI Listing Regulations (applicable upon listing of

Company’s equity shares). The constituted Stakeholders Relationship
Committee comprises the following members:

15. Corporate Social Responsibility

The Company’s vision on CSR is that the Company being a responsible Corporate
Citizen would continue to make a serious endeavor for a quality value addition and
constructive contribution in building a healthy and better society through its CSR
related initiatives and focus on education, environment, health care and other social
causes.

The Company is not required to constitute Corporate Social Responsibility
Committee as it does not fall within the purview of Section 135(1) of the Companies
Act, 2013 and hence it is not required to formulate policy on Corporate Social
Responsibility.

16. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weakness in the design or operation was observed. A report on the Internal
Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies
Act, 2013 as given by the Statutory Auditors of the Company forms part of
Independent Auditor’s Report on Financial Statements.

17. Particulars of Contracts or Arrangements made with Related Parties;

The Company had not entered into any transaction of a material nature, which will
have a conflict with its interest during the year. The disclosure of related party
transactions as required is not given as company not entered in any related party
transaction.

18. Particulars of Loans, Guarantees or Investments made under section 186 of the
Companies Act, 2013:

Particulars of loans given, investments made, guarantees given and securities
provided along with the purpose for which the loan or guarantee or security is
proposed to be utilized by the recipient are provided in the financial statement (Please
refer to Note No. 12 to the financial statement).

19. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings
and Outgo:

Energy conservation continues to be an area of major emphasis in our Company.
Efforts are made to optimize the energy cost while carrying out the manufacturing
operations. Particulars with respect to conservation of energy and other areas as per
Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, are annexed hereto and form part of this report as “Annexure I”.

20. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulated
under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section as a “Annexure II” forming part of this Annual Report.

21. Human Resources /Industrial Relations:

Human resource is considered as the most valuable of all resources available to the
Company. The Company continues to lay emphasis on building and sustaining an
excellent organization climate based on human performance. The Management has
been continuously endeavoring to build high performance culture on one hand and
amiable work environment on the other hand.

The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies
Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory
modification(s) or reenactment(s) for the time being in force).

22. Material Changes and Commitment, if any, Affecting the Financial Position of
the Company occurred between the end of the Financial Year to which this
Financial Statements relate and the date of the report

The company has further shifted its registered officer from Shop No. 01, Rameshwar
C.H.S. Ltd, Near Union Bank, Dahisar East Mumbai - 400068, Maharashtra, India
to HD-275, WeWork Oberoi Commerz II, 20th floor, CTS No. 95, 4 B 3 & 4 590, Off
W. E. Highway, Oberoi Garden City, Goregaon East (D2), Mumbai - 400063,

Maharashtra, India. within local limits of the same city, under the Jurisdiction of
ROC, Mumbai w.e.f. May 20, 2024.

No material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial
statements relate on the date of this report.

23. Auditors & Auditors Report:

Statutory Auditor;

The Members of the Company at the 01st Annual General Meeting (“AGM‘) approved
the appointment of M/s. SSRV & Associates, Chartered Accountants, as a Statutory
Auditors of the Company for the Financial Year 2023-2024, M/s. SSRV & Associates,
Chartered Accountants will complete their present term on conclusion of this 02nd
AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (“the
Act‘) read with the Companies (Audit and Auditors) Rules, 2014.

The Board of Directors of the Company (“the Board‘), on the recommendation of the
Audit Committee (“the Committee‘), recommended for the approval of the Members,
the reappointment of M/s. SSRV & Associates, Chartered Accountants, as the
Auditors of the Company for the financial year 2024-2025 and to hold office till the
conclusion of 03rd AGM.

M/s. SSRV & Associates, Chartered Accountants have given their consent to act as
the Auditors of the Company and have confirmed that the said appointment, if made,
will be in accordance with the conditions prescribed under Sections 139 and 141 of
the Act.

The Statutory Auditor has confirmed their eligibility and submitted the certificate that
they are not disqualified to hold the office of the Statutory Auditor.

This Auditors’ Report is self-explanatory and no comments requires.

Secretarial Auditor;

M/s. K.P. Ghelani & Associates, Company Secretaries in Practice, was appointed as
a Secretarial Auditors of the Company and have submitted their Report in Form No.
MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year
ended 31^st March, 2024. The Report forms part of this report as Annexure III.

This Secretarial Auditors’ Report is self-explanatory and no further comments
requires.

Cost Records and Audit;

Maintenance of Cost Records and Cost Audit as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to
the Company. The Company has not appointed a Cost Auditor to conduct the Cost
Audit of the records for the Financial Year 2023-2024 as the provisions of Section
148 of the Companies Act, 2013 is not applicable to the Company.

24. Directors Responsibility Statement

Pursuant to provisions of Section 134 (5) of the Companies Act, 2013 the Board
hereby confirmed that:

a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with the proper explanation relating to
material departures;

b. Appropriate accounting policies have been selected and applied consistently,
and have made judgments and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31^st
March, 2024 and of the profit of the Company for the year ended on 31^st
March,2024;

c. 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;

d. The annual accounts have been prepared on a going concern basis;

e. The Internal financial controls has been laid down to be followed by the
Company and that such internal financial controls are adequate and are
operating effectively; and

f. A proper system has been devised to ensure compliance with the provisions of
all applicable laws and such systems are adequate and operating effectively.

25. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under
review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or
otherwise.

3. Significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company’s
operations in future.

4. Change in nature of Business of Company.

5. No fraud has been reported by the Auditors to the Audit Committee or
the Board.

6. There is no Corporate Insolvency Resolution Process initiated under the
Insolvency and Bankruptcy Code, 2016.

7. There has been no instance of any revision in the Board's Report or the
financial statement under Section 131(1) of the Act.

26. Sexual Harassment of Women at Workplace

The Company has in place a Policy against Sexual Harassment at workplace in line
with the requirement of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Complaints Committee has been set-up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this policy. No complaints
were received by the Committee during the year.

27. Details of Holding/Subsidiaries/Associates Company

The clause is not applicable as there is no associate/subsidiary or Joint Venture
Company is there with the company.

28. Corporate Governance

Pursuant to Regulation 15(2)(a) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance with the corporate governance
provisions shall not apply to the listed entity which has listed its specified securities
on the SME Exchange. As the Equity Shares of the Company are listed on SME
Platform of BSE Limited, provisions regarding Corporate Governance not applicable
to our Company.

Your company have complied with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) and approved by Central Government
from time to time.

29. Risk & Mitigating Steps

The Board has adopted a risk management policy where various risks faced by the
Company have been identified and a framework for risk mitigation has been laid
down. Even though not mandated, the Company has constituted a Risk Management
Committee to monitor, review and control risks. The risks and its mitigating factors
are discussed in the Board.

30. Acknowledgement:

Your Directors are pleased to place on record their sincere gratitude to the
Government, Financial Institutions, Bankers, Business Constituents and
Shareholders for their continued and valuable co-operation and support to the
Company and look forward to their continued support and co-operation in future too.

They also take this opportunity to express their deep appreciation for the devoted and
sincere services rendered by the employees at all levels of the operations of the
Company during the year.

For and on Behalf of Board of Directors
SONALIS CONSUMER PRODUCTS LIMITED

Sd/- Sd/-

SONALI NILESH KOCHAREKAR SMITA SHASHIKANT SHAH

Managing Director Whole Time Director

DIN: 09536461 DIN: 09536462

Date: 05.09.2024
Place: Mumbai