Directors Report of Puretrop Fruits Ltd.

Mar 31, 2025

Your directors take immense pleasure in presenting to you the 33^rd Annual Report along with
the audited financial statements of your Company for the financial year ended on March
31,2025.

FINANCIAL PERFORMANCE SUMMARY:

The financial statements of the Company have been prepared in accordance with the Indian
Accounting Standards ("IND AS") notified under the Companies (Indian Accounting
Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The summary of the financial performance of your Company for the Financial Year ended
March 31, 2025 is highlighted below:

Rs. in lakhs

Particular	2024-25	2023-24
Revenue from operations	11,169.23	10,653.01
Other Income	257.53	276.44
Total Income	11,426.76	10,929.45
Total Expenses	12,315.22	11,605.62
Profit/Loss Before Tax	(888.46)	(676.17)
Tax Expenses
- Current Tax	(222.17)	(205.90)
- Deferred Tax	15.37	(34.02)
Profit/(Loss) from continuing operations	(681.66)	(436.25)
Discontinued Operations
Profit (Loss) from Discontinued Operations	2,423.08	8,481.21
Tax expense of discontinued Operations	554.40	(2,049.90)
Profit (Loss) from discontinued Operations (after tax )	1,868.68	6,431.31
Profit (Loss) for the period	1,187.02	5,995.06
Total Comprehensive income (net of tax)	(6.17)	(16.89)
Profit/(Loss) for the period after Comprehensive Income	1,180.85	5,978.17
Earning Per Equity Share (EPS) for the period (Face Value of
10)
¦ Basic	14.89	60.59
¦ Diluted	14.89	60.59

REVIEW OF OPERATIONS/ STATE OF AFFAIRS:

During the financial year 2024-25, the Company achieved a revenue of ^11,169.23 Lakhs as
against ^10,653.01 Lakhs in the previous year, reflecting a growth of approximately 4.85%. In
line with its strategic focus, the Company successfully transferred the Undertaking of its Fresh

Fruit Business on a slump sale basis as a ''going concern'' to Green Agrevolution Private
Limited.

Following this divestment, the Company sharpened its focus on its core business of fruit
processing. To align with this strategic transformation, the Company changed its name from
Freshtrop Fruits Limited to Puretrop Fruits Limited, effective from 18^th October 2024. The
name change reflects the Company''s renewed vision and commitment toward innovation
and growth in the processed fruit segment.

The Board remains confident that the Company''s strategic realignment and operational
resilience will drive sustainable value creation in the coming years.

CHANGE IN NATURE OF THE BUSINESS, IF ANY:

During the year under review, there has been no significant material change in the business
of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS ("MPA"):

Pursuant to and in compliance with the provisions of Regulation 34(2)(e) of the Listing
Regulations, MDA for the Financial Year ended on March 31, 2025, the operating context and
the performance highlights have been comprehensively discussed in Management Discussion
and Analysis Report forming an integral part of this Integrated Annual Report as "Annexure
A".

TRANSFER TO RESERVES:

During the year under review, the entire amount of profits of Rs. 1,187.02 Lakhs for FY 2024¬
25 is retained and not transferred to General Reserve.

DIVIDEND:

Your directors do not recommend any Dividend for the financial year ended on March 31,
2025 in order to conserve resources of the Company. The Company will retain the earnings
for use in future operations and projects and strive to increase the net worth of Stakeholders
of the Company.

DEPOSIT:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule
2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such
overdue deposits outstanding as on March 31, 2025.The company has received and repaid
loan to Directors during the year under review. The details of loan received and paid during
the year as follows:

Name of Director	Opening Balance	Loan Received	Interest	Loan Repaid	Closing Balance
Ashok V Motiani	-	11,47,55,501	10,28,386	11,57,83,887	-

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of
their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any.

b. That such accounting policies have been selected and applied consistently and
judgement and estimates have been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company as of March 31, 2025 and of
the profit of the Company for the year ended on that date.

c. 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.

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that financial control was
adequate and were operating effectively.

f. That proper system to ensure compliance with the provisions of all applicable laws were
in place and were adequate and operating effectively.

SHARE CAPITAL:

Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only)
divided in to 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only)
each.

Issued, Subscribed and Paid-up share capital of the Company is Rs. 7,96,99,020/- (Rupees
Seven Crore Ninety-Six Lakh Ninety-Nine Thousand Twenty Only) divided into 79,69,902
(Rupees Seventy-Nine Lakh Sixty-Nine Thousand Nine Hundred Two Only) Equity Shares of
Rs. 10/- (Rupees Ten Only) each.

a. SWEAT EQUITY:

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

b. BONUS SHARES:

Your Company has not issued any Bonus Shares during the year under review.

c. EMPLOYEE STOCK OPTION PLAN:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the Board consists of six directors comprising of one executive
Chairman and Managing Director, one Executive Whole-Time Director, one Non-Executive
and Non-Independent Director and three Non-Executive Independent Directors. Other
statutory details are provided in the Corporate Governance Report, which forms a part of this
Annual Report.

Following are the changes in the Board of Directors of the Company during the year:

Mr. Mayur Shah and Mr. Anil Sharma ceased to be Directors of the Company with effect from
09.08.2024. Mr. Pradeep Katyal (DIN: 10727156), Non-Executive Independent Director and
Mrs. Sharada Iyer (DIN: 03357928), Non-Executive, Independent Director were appointed as
Directors of the Company with effect from 09.08.2024.

Moreover, the Company had appointed Ms. Preeti Jaiswar as Company Secretary and
Compliance Officer of the Company w.e.f. 21^st February, 2025 in place of Ms. Kalpana Suman,
who had tendered his resignation as Company Secretary and Compliance Officer of the
Company w.e.f. 18^th January, 2025.

Re-appointment:

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the
Company, Mrs. Nanita Ashok Motiani (DIN: 00787809) is liable to retire by rotation at the
ensuing Annual General Meeting of the Company and being eligible, offer herself for re¬
appointment. The Board recommends the appointment of Mrs. Nanita Ashok Motiani as
Director of the Company, retiring by rotation. Details of the proposal for the appointment /
reappointment of Directors along with their shareholding in the Company as stipulated under
Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual
General Meeting.

Independent Directors:

The Independent Directors have furnished the necessary declaration of Independence
stating that they fulfill the criteria of independence as per the provisions of Section 149(6)
of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not
disqualified to act as Independent Directors.

The Independent Directors met once on May 15, 2024, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

They have also complied with the requirements of the Code for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013.

Familiarization Program for Independent Directors:

All Independent Directors are familiar with the Company, their roles, rights and
responsibilities, nature of the industry and operations of your Company. The Independent
Directors were regularly updated on the industry and market trends, plant processes and the
operational performance of the Company through presentations. In compliance with the
requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the
Company has put in place a familiarization program for Independent Directors. The details of
familiarization programs are explained in the Corporate Governance Report.

Board Diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. Your
Company believes that a truly diverse Board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help the Company to retain its competitive
advantage. The Board has adopted the Board Diversity Policy which sets out the approach to
diversity of the Board of Directors. The policy is available on our website at
www.puretrop.com.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out
an annual performance evaluation of its own performance, the Directors individually as well
as the evaluation of the working of Board Committees viz. Audit Committee, Nomination &
Remuneration Committee, Stakeholders'' Relationship Committee. The details of the Board
evaluation process have been provided under the Corporate Governance Report.

Policy On Directors'' Appointment and Remuneration:

The Company''s policy on directors'' appointment, remuneration and other matters provided
in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e.
www.puretrop.com.

Number of Board Meetings:

The Board of Directors met 4 (four) times during the year on May 15, 2024, August 09, 2024,
November 13, 2024, and February 06, 2025 during the year under review. The details of
Board meetings and the attendance of the Directors are provided in the Corporate
Governance Report which forms part of this Report.

The maximum interval between any two meetings was well within the maximum allowed gap
of 120 days.

Committees of the Board :

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee
3.Stakeholders'' Relationship Committee
4.Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and
attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism/Whistle Blower Policy As per provisions of Section 177(9) of the Companies
Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted
a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees
to report their grievances / concerns about instances of unethical behavior, actual or
suspected fraud or violation of Company''s Code of Conduct. The Policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides
for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that
no personnel of your Company have been denied access to the Audit Committee. The
functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance
Report and website of the Company https://freshtrop.com/investors/#investor-
relations.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks
which are considered necessary by the management.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption and Foreign
Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as "Annexure B"
forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended
in the "Annexure C" to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions
of Section 135 of the Companies Act, 2013 and the Rules forming part of the same are
included in the Corporate Governance Report annexed and form part of this Annual Report.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not
applicable to the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope of the audit activity is broadly guided by the annual
audit plan approved by the top management and audit committee. The Internal Auditors
routinely test these systems and significant audit observations, if any, and follow up actions
thereon are reported to the Audit Committee. The Company has in place adequate internal
financial controls with reference to financial statements

CORPORATE GOVARNANCE:

A separate report on Corporate Governance compliance as stipulated by Listing Regulations
forms part of this Annual Report along with the required Certificate from a Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance as
stipulated as "Annexure D".

In compliance with Corporate Governance requirements, your Company has formulated and
implemented a Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance thereto.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been
received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of
the Directors on the Board of the Company has been disqualified or debarred to act as
Director. The same is annexed as "Annexure E" to the directors'' report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to
Loans, Advances, Guarantees and Investments are provided as part of the financial
statements.

CERTIFICATION AND RECOGNITION:

During the year under review, the Company has obtained the following certifications
pertaining to the Highest International Standard of Food Safety and Hygiene:

1. SEDEX (Supplier Ethical Data Exchange) - SEDEX is world''s largest collaborative platforms
for sharing responsible sourcing data on supply chains; the company is member of SEDEX.

2. Halal Certificate - Halal Products are "universal" products not only suitable for Muslims
consumption, but it is also ensuring the safety of nation''s food supply and we acquired this
certificate to export our products in Islamic Countries.

3. FDA - The Food and Drug Administration ensuring the safety of food supply in US Market.

4. APEDA RCMC Certificate - APEDA registration or registration-cum-membership-
certification (RCMC) is provided by the APEDA authorities to exporters of Scheduled food
products under APEDA ACT. Without having an RCMC membership, no exporter can
commence their business for enlisted food products as per the guidelines.

5. FSSAI License - Food Safety and Standards Authority of India, is the food regulatory body
of India, The FSSAI registration becomes mandatory in order to ensure safe, and smooth
operations of the food business. FSSAI food license helps the government, as well as the
consumers, feel assured that the regulation of the storage, production, distribution, and
the sales has been carried out in a way that the food products are fit for consumption.
FSSAI License is for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house and Nashik
processing unit (Unit IV).

6. Three Star Export house - Export House Status Holders are business leaders who have
excelled in international trade and have successfully contributed to the country''s foreign
trade. Status Holders are expected to contribute to India''s exports and provide guidance
and handholding to new entrepreneurs.

7. AEO Certification - The AEO Certification enables Customs administration to identify the
safe and compliant business entity to provide them a higher degree of assured facilitation.
This segmentation method enables Customs resources to focus on less non-compliant or
risky businesses for control. Thus, the AEO certification intends to secure the international
supply chain by permitting recognition to trustworthy operators and encouraging best
practices at all levels in the international supply chain.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, will be provided upon request. In terms of Section
136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and
others entitled thereto, excluding the information on employees'' particulars which is
available for inspection by the members at the Registered Office of the Company during
business hours on working days of the Company upto the date of the ensuing Annual General
Meeting. If any member is interested in inspecting the same, such member may write to the
Company Secretary in advance.

AUDITORS'' & AUDITORS'' REPORT:

A) STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, as
amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration
Number - 0143262W), "the Auditor" were appointed as statutory auditors of the Company
for second term of 5 years at the 30th AGM held on 26th September 2022, from the
conclusion of that 30th AGM till the conclusion of the 35th Annual General meeting of the
company on such remuneration (including fees for certification) and reimbursement of out

of pocket expenses for the purpose of audit as may be fixed by the Chairman and Managing
Director of the Company in consultation with the said Statutory Auditor.

Notes to the financial statements referred to in the Auditors Report are self-explanatory and
therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is
enclosed with the financial statements in this Annual Report.

No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013
requiring disclosure in the Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Company has
appointed M/s. Manoj Hurkat & Associates, firm of Company Secretaries in Practice to
undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure- F".

Pursuant to recent SEBI-LODR Amendments, the Company is required to appoint Secretarial
Auditors for a term of five consecutive financial years. In view this, the Directors recommends
the resolution at Item No. 3 be passed as an Ordinary Resolution for appointment of M/s.
Manoj Hurkat & Associates, firm of Company Secretaries in Practice to undertake Secretarial
Audit of the Company for a term of five consecutive financial years i.e. 2025-26 to 2029-30.

C) INTERNAL AUDITOR:

Your Company has re-appointed Mr. Kalpesh Parikh as Internal Auditors of the Company to
carry out the internal audit of various operational areas of the Company for the financial year
2025-26.

CREDIT RATINGS:

Your Company is not required to avail credit rating.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has
constituted Internal Complaints Committee which is responsible for redressal of complaints
related to sexual harassment. During the year under review, there were no complaints
pertaining to sexual harassment. The Company is compliant of all applicable provisions of the
said Act.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the
Rules made thereunder, the Annual Return in form MGT-7 as on March 31, 2025 is available
on the Company''s website at www.puretrop.com.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2024-25 were on an

arm''s length basis and were in the ordinary course of business. Your Company has not
entered into any transactions with related parties which could be considered material in
terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2
is not applicable.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to ensure appropriate risk management within
its systems and culture. The Board of Directors and the Audit Committee of the Company
periodically reviews the Risk Management Policy of the Company. The provisions of
Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are
not applicable to the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
OR TRIBUNAL:

There are no significant and material orders passed during the year by the regulators or
courts or tribunals impacting the going concern status of the Company and operations of the
Company in future.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial
Standards with respect to Board and General Meeting issued by the Institute of Company
Secretaries of India ("ICSI").

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.
FINANCE:

During the year under review, your Company availed various financial facilities from the
existing Bankers as per the business requirements. Your Company has been regular in paying
interest and in repayment of the principal amount of the term lenders.

REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT:

During the year under review, there were no such instance due to which revision in Financial
Statement or Boards Report is being made.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE ("IBC”):

There is no such proceeding or appeal pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the year and at the end of the financial year, unto the date of this
report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS:

No such instance of One-time settlement or valuation was done while taking or discharging
loans from the Banks / Financial institutions occurred during the year.

REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of fraud committed in your 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.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not
otherwise dealt with in this Report or in the financial statements of your Company, which
would render any amount stated in the Accounts of the Company misleading. In the opinion
of the Directors, no item, transaction or event of a material and unusual nature has arisen in
the interval between the end of the financial year and the date of this report, which would
affect substantially the results, or the operations of your Company for the financial year in
respect of which this report is made.

CAUTIONARY STATEMENT:

Statements in the Annual Report, including those which relate to Management Discussion
and Analysis describing the Company''s objectives, projections, estimates and expectations,
may constitute ''forward looking'' statements within the meaning of applicable laws and
regulations. Although the expectations are based on reasonable assumptions, the actual
results might differ.

ACKNOWLEDGMENT:

Your directors place on records their appreciation of the sincere and devoted services,
rendered by all employees of the company and the continued support and confidence of the
customers. The Board expresses special thanks to progressive farmers of Maharashtra who
have worked hard to achieve International Standards in the quality of their produce. The
Board also expresses its sincere thanks to the associated Banks and their officers, Agricultural
and Processed Food Products Export Development Authority (APEDA), Ministry of Food
Processing Industry (MFPI) and all other well-wishers, for their timely support.

Date: August 18, 2025 By order of the Board

For Puretrop Fruits Limited

(Formerly known as Freshtrop Fruits Limited)

Place:

Registered Office SD/-

A-603, Shapath IV, Ashok Motiani

Opp. Karnavati Club, S. G. Road, Chairman & Managing Director

Ahmedabad - 380 015 (DIN: 00124470)

---

Mar 31, 2024

Your directors take immense pleasure in presenting to you the 32nd Annual Report along with the audited financial statements of your Company for the financial year ended on March 31,2024.

FINANCIAL PERFORMANCE SUMMARY:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The summary of the financial performance of your Company for the Financial Year ended March 31, 2024 is highlighted below:

Rs. in lakh
Particular	2023-24	2022-23
Revenue from operations	10,653.01	10,734.35
Other Income	276.44	54.78
Total Income	10,929.45	10,789.14
Total Expenses	11,605.62	10,244.64
Profit/Loss Before Tax	(676.17)	544.50
Tax Expenses
- Current Tax	(205.90)	158.85
- Deferred Tax	(34.02)	(69.43)
Profit/(Loss) from continuing operations	(436.25)	455.09
Discontinued Operations
Profit (Loss) from Discontinued Operations	8,481.21	552.41
Tax expense of discontinued Operations	(2,049.90)	(161.15)
Profit (Loss) from discontinued Operations (after tax )	6,431.31	391.26
Profit (Loss) for the period	5,995.06	846.35
Other Comprehensive income (net of tax)	(16.89)	4.58
Total Comprehensive Income for the period / year	5,978.17	850.92
Earning Per Equity Share (EPS) for the period (Face Value of 10)
• Basic	60.59	8.55
• Diluted	60.59	8.55

REVIEW OF OPERATIONS/ STATE OF AFFAIRS:

During the financial year 2023-24, the Company, after obtaining necessary approval from shareholders through e-voting during the quarter ended December 2023, transferred the Undertaking of its Fresh Fruit Business on a slump sale basis as a ‘going concern’ to Green Agrevolution Private Limited.

The financial results for the year ended March 31, 2023, have been restated to exclude figures of the Fresh Fruit unit, which have been classified under discontinued operations for comparison purposes. This restatement impacts the Statement of Profit & Loss and the resulting earnings per share and segment results.

In the continued operations, the Company achieved a revenue of Rs. 10,653.01 Lakhs compared to Rs. 10,734.35 Lakhs in the previous financial year, registering a slight decline. However, despite the reduction in revenue, the Company on the overall performance for the year reported a significant increase in Profit After Tax (PAT), which rose from Rs. 846.35 Lakhs in FY 2022-23 to Rs. 5,995.06 Lakhs in FY 2023-24. This was primarily due to a lump sum consideration of Rs. 77.00 crores, subject to adjustments for net working capital. This transaction resulted in a gain of Rs. 66.80 crores, which has been included under profit from discontinued operations in the standalone financial results of the Company. The total consideration of Rs. 77.00 crores were received by March 31,2024.

The strategic disposal of the Fresh Fruit unit has contributed significantly to the Company''s financial health. We anticipate that the stabilization of the international business environment, which has seen considerable changes over the last three years, will enable us to further improve our performance in the upcoming years.

CHANGE IN NATURE OF THE BUSINESS, IF ANY:

During the year under review, there has been a significant material change in the business of the Company. The Company, after obtaining necessary approval from shareholders, transferred the Undertaking of its Fresh Fruit Business on a slump sale basis as a ‘going concern’ to Green Agrevolution Private Limited. The company will now be operating only the food processing business.

MATERIAL CHANGES AND COMMITMENTS:

The slump sale of the Fresh Fruit Business to Green Agrevolution Private Limited during the financial year under report, resulted in a substantial net gain of Rs. 66.80 crores to the company. This transaction has significantly improved the Company''s financial health. These material changes reflect the Company''s focus on streamlining its food processing business, enhancing profitability, and positioning itself for sustained growth in the coming years.

MANAGEMENT DISCUSSION AND ANALYSIS (“MDA”):

Pursuant to and in compliance with the provisions of Regulation 34(2)(e) of the Listing Regulations, MDA for the Financial Year ended on March 31, 2024, the operating context and the performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report as “Annexure A”.

TRANSFER TO RESERVES:

During the year under review, the entire amount of profits of Rs. 5,995.06 Lakhs for FY 2023-24 is retained and not transferred to General Reserve.

DIVIDEND:

Your directors do not recommend any Dividend for the financial year ended on March 31, 2024 in order to conserve resources of the Company. The Company will retain the earnings for use in future operations and projects and strive to increase the net worth of Stakeholders of the Company.

DEPOSIT:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013,

i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1 )(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on March 31, 2024.The company has received and repaid load and repaid loan to Directors during the year under review. The details of loan received and paid during the year as follows:

Name of Director	Opening Balance	Loan Received	Interest	Loan Repaid	Closing Balance
Ashok V Motiani	1,028,450	6,250,000	34,241	7,312,691	-
Nanita A. Motiani	1,526,630	-	19,726	1,546,356	-

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024 and of the profit of the Company for the year ended on that date.

c. 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.

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that financial control was adequate and were operating effectively.

f. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL:

Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided in to 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is Rs. 9,89,49,020/- (Rupees Nine Crore Eighty-Nine Lakhs Forty-Nine Thousand Twenty only) divided into 98,94,902 (Ninety-Eight Lakh Ninety-Four Thousand Nine Hundred Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

a. BUYBACK:

On February 12, 2024, the Board of Directors of your Company approved the buyback of equity shares, subject to the approval of shareholders, for purchase by the Company of up to 19,25,000 (Nineteen Lakhs Twenty-Five Thousand) fully paid-up equity shares of the Company of face value of Rs. 10 each at a price of Rs. 175/- (Rupees One Hundred Seventy-Five Only) per equity share payable in cash for a total consideration not exceeding Rs. 33,68,75,000/-(Rupees Thirty-Three Crore Sixty-Eight Lakhs Seventy-Five Thousand Only) excluding transaction costs through Tender Offer process using stock exchange mechanism as prescribed under the Buy-back Regulations.

The Buyback period commenced from April 08,2024 and ended on April 16,2024. Post buyback, the paid-up capital of the Company stands reduced to Rs.7,96,99,020/- divided into 79,69,902 Equity shares of Rs. 10/- each.

b. SWEAT EQUITY:

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

c. BONUS SHARES:

Your Company has not issued any Bonus Shares during the year under review.

d. EMPLOYEE STOCK OPTION PLAN:

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2024, the Board consists of six directors comprising of one executive Chairman and Managing Director, one Executive Whole-Time Director, one Non-Executive and Non-Independent

Director and three Non-Executive Independent Directors. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

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

Moreover, the Company had appointed Ms. Kalpana Suman as Company Secretary and Compliance Officer of the Company w.e.f. June 01, 2023 in place of Mr. Rohit Rawat, who had tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. May 31, 2023.

Re-appointment:

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Ramchandra Gaurishankar Joshi (DIN: 00231568) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends the appointment of Mr. Ramchandra Gaurishankar Joshi as Director of the Company, retiring by rotation. Details of the proposal for the appointment / reappointment of Directors along with their shareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Independent Directors:

The Independent Directors have furnished the necessary declaration of Independence stating that they fulfill the criteria of independence as per the provisions of Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations and are not disqualified to act as Independent Directors.

The Independent Directors met once on May 30, 2023, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

They have also complied with the requirements of the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Familiarization Program for Independent Directors:

All Independent Directors are familiar with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations. In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Board Diversity:

The Company recognizes and embraces the importance of a diverse Board in its success. Your Company believes that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at www.freshtrop.com.

Performance Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee,

Stakeholders'' Relationship Committee. The details of the Board evaluation process have been provided under the Corporate Governance Report.

Policy On Directors'' Appointment and Remuneration:

The Company''s policy on directors'' appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.freshtrop.com.

Number of Board Meetings:

The Board of Directors met 5 (five) times during the year on May 30,2023, August 11,2023, October 16,2023, November 9, 2023 and February 12,2024 during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism/Whistle Blower Policy as per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company https://freshtrop.com/investors/#investor-relations

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as “Annexure B” forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the “Annexure C” to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee. The Company has in place adequate internal financial controls with reference to financial statements

CORPORATE GOVARNANCE:

A separate report on Corporate Governance compliance as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate as “Annexure I” from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated as “Annexure D”.

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

The Compliance Certificate from Managing Director and Chief financial Officers as required under regulation 17(8) of SEBI (LODR)2015 is annexed as “Annexure II”.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified or debarred to act as Director. The same is annexed as “Annexure E” to the directors’ report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), all dividends which are unclaimed or unpaid for a period of more than 7 years, from the date of transfer of the same into unpaid/unclaimed dividend account and shares pertaining to it, are required to transfer into demat account of IEPF authority therefor to comply with the said requirement the company has transferred the unpaid/ unclaimed dividend, declared in the FY 2015-16, amounting to Rs. 3,23,723/- and 1,100 shares on 02/12/2023 and 02/01/2024 respectively to Investor Education and Protection Fund. There is no amount due for the payment to Investor Education and Protection Fund as on March 31, 2024.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

CERTIFICATION AND RECOGNITION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. SGF International E.V. - This certifies participation of the Company voluntary self-control safe guide in the fruit juice segment for enhancing customer and consumer safety.

2. SEDEX (Supplier Ethical Data Exchange) - SEDEX is world’s largest collaborative platforms for sharing responsible sourcing data on supply chains; the company is member of SEDEX.

3. Halal Certificate - Halal Products are "universal" products not only suitable for Muslims consumption, but it is also ensuring the safety of nation''s food supply and we acquired this certificate to export our products in Islamic Countries.

4. FDA - The Food and Drug Administration ensuring the safety of food supply in US Market.

5. APEDA RCMC Certificate - APEDA registration or registration-cum-membership-certification (RCMC) is provided by the APEDA authorities to exporters of Scheduled food products under APEDA ACT. Without having an RCMC membership, no exporter can commence their business for enlisted food products as per the guidelines.

6. Fairtrade certificate - Fair trade is an alternative approach to conventional trade based on a partnership between producers and traders, businesses, and consumers.

7. FSSAI License - Food Safety and Standards Authority of India, is the food regulatory body of India, The FSSAI registration becomes mandatory in order to ensure safe, and smooth operations of the food business. FSSAI food license helps the government, as well as the consumers, feel assured that the regulation of the storage, production, distribution, and the sales has been carried out in a way that the food products are fit for consumption.

8. Three Star Export house - Export House Status Holders are business leaders who have excelled in international trade and have successfully contributed to the country’s foreign trade. Status Holders are expected to contribute to India’s exports and provide guidance and handholding to new entrepreneurs.

9. AEO Certification - The AEO Certification enables Customs administration to identify the safe and compliant business entity to provide them a higher degree of assured facilitation. This segmentation method enables Customs resources to focus on less non-compliant or risky businesses for control. Thus, the AEO certification intends to secure the international supply chain by permitting recognition to trustworthy operators and encouraging best practices at all levels in the international supply chain.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

AUDITORS’ & AUDITORS’ REPORT:

A) STATUTORY AUDITOR :

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), “the Auditor” were appointed as statutory auditors of the Company for second term of 5 years at the 30th AGM held on 26th September 2022, from the conclusion of that 30th AGM till the conclusion of the 35th Annual General meeting of the company on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Chairman and Managing Director of the Company in consultation with the said Statutory Auditor.

Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, your Company appointed Mr. Manoj Hurkat, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2023-24 is annexed which forms part of this report as “Annexure F”. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company for FY 2023-24.

C) INTERNAL AUDITOR:

Your Company has re-appointed Mr. Kalpesh Parikh as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year 2024-25.

CREDIT RATINGS:

Your Company is not required to avail credit rating.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. The Company is compliant of all applicable provisions of the said Act.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on March 31, 2024 is available on the Company’s website at www.freshtrop.com .

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2023-24 were on an arm''s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status of the Company and operations of the Company in future.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial Standards with respect to Board and General Meeting issued by the Institute of Company Secretaries of India (“ICSI”).

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiaries, joint ventures or associate companies.

FINANCE:

During the year under review, your Company availed various financial facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

REVISION OF FINANCIAL STATEMENT OR BOARDS REPORT:

During the year under review, there were no such instance due to which revision in Financial Statement or Boards Report is being made.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (“IBC”):

There is no such proceeding or appeal pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year, unto the date of this report.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks / Financial institutions occurred during the year.

REPORTING OF FRAUD DURING THE YEAR UNDER REVIEW:

The Auditors have not reported any instances of fraud committed in your 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.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

As on the date of this Report, your directors are not aware of any circumstances not otherwise dealt with in this Report or in the financial statements of your Company, which would render any amount stated in the Accounts of the Company misleading. In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report, which would affect substantially the results, or the operations of your Company for the financial year in respect of which this report is made.

CAUTIONARY STATEM ENT:

Statements in the Annual Report, including those which relate to Management Discussion and Analysis describing the Company’s objectives, projections, estimates and expectations, may constitute ‘forward looking’ statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual results might differ.

ACKNOWLEDGMENT:

Your directors place on records their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to the associated Banks and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.

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Mar 31, 2023

Your directors take immense pleasure in presenting to you the 31st Annual Report along with the audited financial statements of your Company for the financial year ended on 31st March 2023.

FINANCIAL PERFORMANCE SUMMARY:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (“IND AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 prescribed under Section 133 of the Companies Act, 2013.

The summary of the financial performance of your Company for the Financial Year ended March 31, 2023 is highlighted below:

Particular	2022-23	2021-22
Revenue from operations	24,618.88	17,410.12
Other Income	107.91	458.70
Total Income	24,726.79	17,868.81
Total Expenses	23,629.88	16,836.75
Profit Before Tax	1,096.91	1,032.06
Tax Expenses
- Current Tax	320.00	326.31
- Deferred Tax	(69.43)	(29.87)
Profit After Tax	846.34	735.62
Other Comprehensive income (net of tax)	4.58	17.52
Total Comprehensive Income for the period / year	850.92	753.15
Earning Per Equity Share (EPS) for the period (Face Value of 10)
• Basic	8.03	6.86
• Diluted	8.03	6.86

REVIEW OF OPERATIONS:

The year under report did not start very well for your company this year. The 2022 season of exports of grapes was one of the worst seasons we have had in the last 10 years. The sea freight was astronomically high. Ukraine-Russia war started in the middle of the season and the Euro currency dropped significantly against the Indian Rupee. Fortunately, the situation reversed during the 2023 season and we were able to recover in the last quarter of this year. The processing business which is a year-round business assisted in this recovery. Overall, the company delivered healthy revenue growth and was able to maintain profitability amidst significant inflationary headwinds. During the year under review the revenue of the Company increased from Rs. 17,410.12 Lakhs to Rs. 24,618.88 Lakhs, an increase of 41.41% and the profit after tax increased from Rs 735.62 Lakhs to Rs. 846.34 Lakhs an increase of 15.05%. The increase in revenue was mainly due to very high Sea freight rates in the first half of the year and the profitability was due to a sudden fall in sea freight rates in the later part of the financial year. The currency changes also assisted in improving profitability.

MANAGEMENT DISCUSSION AND ANALYSIS (“MDA”):

Pursuant to and in compliance with the provisions of Regulation 34(2)(e) of the Listing Regulations, MDA for the Financial Year ended on March 31, 2023, the operating context and the performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report as “Annexure A”.

TRANSFER TO RESERVES:

During the year under review, the entire amount of profits of Rs. 846.34 Lakhs for FY 2022-23 is transferred as retained earnings and not transferred to General Reserve.

DIVIDEND:

Your directors do not recommend any Dividend for the financial year ended on 31st March 2023 in order to conserve resources of the Company. The Company will retain the earnings for use in future operations and projects and strive to increase the net worth of Stakeholders of the Company.

DEPOSIT:

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013,

i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(1 )(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31st March, 2023.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

b. That such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2023 and of the profit of the Company for the year ended on that date.

c. 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.

d. That the annual financial statements have been prepared on a going concern basis.

e. That proper internal financial controls were in place and that the financial control was adequate and were operating effectively.

f. That proper system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

SHARE CAPITAL:

Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crore Only) divided in to 1,50,00,000 (One Crore Fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid-up share capital of the Company is Rs. 9,89,49,020/- (Rupees Nine Crore Eighty-Nine Lakhs Forty-Nine Thousand Twenty only) divided into 98,94,902 (Ninety-Eight Lakh Ninety-Four Thousand Nine Hundred Two) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Buy Back of Securities

During the year, the Board of Directors of the Company at their meeting held on 7th December 2022 had approved the Buy-back of fully paid-up equity shares having face value of Rs. 10/- each from the members of the Company (except promoters, promoter group and persons in control of the Company) at a price not exceeding Rs. 115/- per Equity Share ("Maximum Buyback Price") and for an aggregate amount not exceeding Rs. 800 Lakhs (Rupees Eight Hundred Lakhs only) being 9.89% of the total paid-up share capital and free reserves of the Company based on the audited financial statements of the Company as on March 31, 2022 (being the date of last audited financial statements of the Company) from the open market through Stock Exchange mechanism, in accordance with the

provisions of SEBI (Buyback of Securities) Regulations, 2018 and the Companies Act, 2013 and Rules made thereunder ("Buyback") at the Maximum Buyback Price and for the Maximum Buyback Size. The indicative maximum number of Equity Shares to be bought back was to be 6,95,652 equity shares ("Maximum Buyback Shares") (comprising 6.51 % of the paid-up capital). Under the Buyback, the Company approved to utilize at least 50% of the amount earmarked as the maximum Buyback Size for the Buyback i.e., Rs. 400 lakhs ("Minimum Buyback Size").

Pursuant to the aforesaid Buyback offer, the Company has bought back 7,93,094 equity shares at aggregate amount of Rs. 7,96,95,161/- at average price of Rs. 100.49 per equity shares at the end of Buyback period. The Buyback period commenced from 20th December 2022 and ended on 7th February 2023. Post buyback, the paid-up capital of the Company stands reduced to Rs. 9,89,49,020/- divided into 98,94,902 Equity shares of Rs. 10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As at March 31, 2023, the Board consists of six directors comprising of one executive Chairman and Managing Director, one Executive Whole-Time Director, one Non-Executive and Non-Independent Director and three Non-Executive Independent Directors. Other statutory details are provided in the Corporate Governance Report, which forms a part of this Annual Report.

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

Moreover, the Company has appointed Ms. Kalpana Suman as Company Secretary and Compliance Officer of the Company w.e.f. 1st June, 2023 in place of Mr. Rohit Rawat, who has tendered his resignation as Company Secretary and Compliance Officer of the Company w.e.f. 31st May, 2023.

Re-appointment

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Mrs. Nanita Ashok Motiani (DIN: 00787809) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer herself for re-appointment. The Board recommends the appointment of Mrs. Nanita Ashok Motiani as Director of the Company retiring by rotation. Details of the proposal for the appointment / reappointment of Directors along with their shareholding in the Company as stipulated under Secretarial Standard 2 and Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is mentioned in the Notice of the Annual General Meeting.

Independent Directors

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The Independent Directors met once on 28th May, 2022, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA’). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended vide Notification No. GSR.774(E), dated 18.12.2020, since all the Independent Directors of the Company have served as Directors for a period of more than three (3) years on the Board of Listed Company as on the date of inclusion of their names in the database except Mr. Ashok C. Murajani, they are not required to undertake online proficiency self-assessment test. Moreover, Mr. Ashok C. Murajani has informed the Company that he has successfully qualified the online proficiency self-assessment test.

Familiarization Program for Independent Directors

All Independent Directors are familiarized with the Company, their roles, rights and responsibilities, nature of the industry and operations of your Company. The Independent Directors were regularly updated on the industry and market trends, plant processes and the operational performance of the Company through presentations. In compliance with the requirements of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has put in place a familiarization program for Independent Directors. The details of familiarization programs are explained in the Corporate Governance Report.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of Board Committees viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders'' Relationship Committee. The details of Board evaluation process have been provided under the Corporate Governance Report.

Policy On Directors'' Appointment and Remuneration

The Company''s policy on directors'' appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.freshtrop.com.

Number Of Board Meetings

The Board of Directors met 5 (five) times during the year on 28th May 2022, 9th August 2022, 14th November 2022, 7th December 2022, and 11th February 2023 during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

The maximum interval between any two meetings was well within the maximum allowed gap of 120 days.

Committees of the Board

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders'' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the Committees along with their composition, number of meetings held and attendance at the meetings are provided in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Vigil Mechanism/Whistle Blower Policy As per provisions of Section 177(9) of the Companies Act, 2013 read with Regulation 22(1) of SEBI Listing Regulations, your Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their grievances / concerns about instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in certain cases. It is affirmed that no personnel of your Company have been denied access to the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.

The details of the policy as well as its weblink are contained in the Corporate Governance Report and website of the Company https://freshtrop.com/investors/#investor-relations.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to conservation of energy, technology absorption and Foreign Exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is set out herewith as “Annexure B” forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY:

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the “Annexure C” to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.

MAINTENANCE OF COST RECORDS:

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, are not applicable to the Company.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of the audit activity is broadly guided by the annual audit plan approved by the top management and audit committee. The Internal Auditors routinely test these systems and significant audit observations, if any, and follow up actions thereon are reported to the Audit Committee. The Company has in place adequate internal financial controls with reference to financial statements

CORPORATE GOVARNANCE:

A separate report on Corporate Governance compliance as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate as “ANNEXURE I” from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated as “Annexure D”.

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

The Compliance Certificate from Managing Director and Chief financial Officers as required under regulation 17(8) of SEBI (LODR)2015 is annexed as “Annexure II”.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS:

In accordance with the SEBI (LODR) (Amendment) Regulations, 2018; a certificate has been received from M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, that none of the Directors on the Board of the Company has been disqualified or debarred to act as Director. The same is annexed as “Annexure E” to the directors’ report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In accordance with the applicable provisions of Companies Act, 2013 (hereinafter referred to as “the Act”) read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as the “IEPF Rules”), all dividends which are unclaimed or unpaid for a period of more than 7 years, from the date of transfer of the same into unpaid/unclaimed dividend account and shares pertaining to it, are required to transfer into demat account of iepf authority therefor to comply with the said requirement the company has transferred the unpaid/ unclaimed dividend, declared in the FY 2014-15, amounting to Rs. 3,62,990/- and 15,168 shares on 29/11/2022 and 26/11/2022 respectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

CERTIFICATION AND RECOGNITION:

During the year under review, the Company has obtained the following certifications pertaining to the

Highest International Standard of Food Safety and Hygiene:

1. ISO 22000 - ISO 22000 - is international standard developed by the International Organization for Standardization dealing with food safety, it is systematic and proactive approach to identification of food safety hazards, development and implementation of control measures.

2. SGF International E.V. - This certifies participation of the Company voluntary self-control safe guide in the fruit juice segment for enhancing customer and consumer safety.

3. SEDEX (Supplier Ethical Data Exchange) - SEDEX is world’s largest collaborative platforms for sharing responsible sourcing data on supply chains; the company is member of SEDEX.

4. Halal Certificate - Halal Products are "universal" products not only suitable for Muslims consumption, but it is also ensuring the safety of nation''s food supply and we acquired this certificate to export our products in Islamic Countries.

5. BRC Certificate - the BRC certificate for Food Safety as requirements of the EU General Product Safety, the BRC certificate is for Nashik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA - The Food and Drug Administration ensuring the safety of food supply in US Market.

7. APEDA Pack House - The APEDA Recognition for pack house will be granted for multiple produce for which appropriate facilities and procedural compliances as per the importing countries. APEDA Pack house has Recognition for Nashik (Unit I) and Sangli (Unit II) as Pack house.

8. Global GAP Certificate - it is a voluntary set worldwide standard for agriculture producer for adoption of safe and sustainable practices.

9. Walmart Supply Chain Security - is the accumulation of controls throughout the supply chain process that enhance the security of the supply chain during the transportation of finished, we follow the same for Unit I and Unit II.

10. Fairtrade Certificate - Fair trade is an alternative approach to conventional trade based on a partnership between producers and traders, businesses, and consumers.

11. FSSAI License - Food Safety and Standards Authority of India, is the food regulatory body of India, The FSSAI registration becomes mandatory in order to ensure safe, and smooth operations of the food business. FSSAI food license helps the government, as well as the consumers, feel assured that the regulation of the storage, production, distribution, and the sales has been carried out in a way that the food products are fit for consumption. FSSAI License is for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house and Nashik processing unit (Unit IV).

12. Amfori BSCI - The Amfori BSCI is based on the labor standards of the International Labour Organization (ILO) as well as on national regulations. This initiative aims at continuously improving the social performance of suppliers, ultimately enhancing working conditions in factories worldwide.

13. Two Star Export House - Export House Status Holders are business leaders who have excelled in international trade and have successfully contributed to the country’s foreign trade. Status Holders are expected to contribute to India’s exports and provide guidance and handholding to new entrepreneurs.

14. AEO Certification - The AEO Certification enables Customs administration to identify the safe and compliant business entity to provide them a higher degree of assured facilitation. This segmentation method enables Customs resources to focus on less non-compliant or risky businesses for control. Thus, the AEO certification intends to secure the international supply

chain by permitting recognition to trustworthy operators and encouraging best practices at all levels in the international supply chain.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

AUDITORS’ & AUDITORS’ REPORT:

A) STATUTORY AUDITOR :

Pursuant to the provisions of Section 139 of the Act read with Rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), “the Auditor” were appointed as statutory auditors of the Company for second term of 5 years at the 30th AGM held on 26th September 2022, from the conclusion of that 30th AGM till the conclusion of the 35th Annual General meeting of the company on such remuneration (including fees for certification) and reimbursement of out of pocket expenses for the purpose of audit as may be fixed by the Chairman and Managing Director of the Company in consultation with the said Statutory Auditor.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors’ Report is enclosed with the financial statements in this Annual Report.

No fraud has been reported by the Auditor under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board''s Report.

B) SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder, your Company had appointed Mr. Manoj Hurkat, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2022-23 is annexed which forms part of this report as “Annexure F”. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company for the FY

2022- 23.

C) INTERNAL AUDITOR:

Your Company has re-appointed Mr. Kalpesh Parikh as Internal Auditors of the Company to carry out the internal audit of various operational areas of the Company for the financial year

2023- 24.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, Your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment. The Company is compliant of all applicable provisions of the said Act.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act read with the Rules made thereunder, the Annual Return in form MGT-7 as on 31 March 2023 is available on the Company’s website at https://freshtrop.com/investors/ - b3fc28860a2ba15b4.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year 2022-23 were on an arm''s

length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy to ensure appropriate risk management within its systems and culture. The Board of Directors and the Audit Committee of the Company periodically reviews the Risk Management Policy of the Company. The provisions of Regulation 21 of SEBI (LODR) Regulations, 2015 relating to Risk Management Committee are not applicable to the Company.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There are no significant and material orders passed during the year by the regulators or courts or tribunals impacting the going concern status of the Company and operations of the Company in future.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, your Company has complied with all the applicable Secretarial Standards with respect to Board and General Meeting issued by the Institute of Company Secretaries of India (“ICSI”).

ACKNOWLEDGMENT:

Your directors place on records their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd, CITI Bank and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.

Date: 11th August 2023, By order of the Board

For Freshtrop Fruits Limited

Registered Office

A-603, Shapath IV, Ashok Motiani

Opp. Karnavati Club, S. G. Road, Chairman & Managing Director

Ahmedabad - 380015 (DIN: 00124470)

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Mar 31, 2018

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present the 26^th Annual Report along with the audited financial statements of your Company for the financial year ended on 31^st March 2018.

FINANCIAL PERFORMANCE SUMMARY

The audited financial statements of the Company as on March 31, 2018 are prepared in accordance with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and provisions of the Companies Act, 2013 ("Act").

Rs,in Lakhs

	2017-18	2016-17
Revenue from operations	17,638.96	14,223.51
Other Income	156.92	299.30
Total Income	17,795.87	14,522.81
Total Expenses	16,407.93	13,165.08
Profit Before Tax	1,330.26	1,357.73
Tax Expenses
- Current Tax	506.00	431.50
- Deferred Tax	-6.15	33.64
Profit After Tax	830.41	892.59
Other Comprehensive income (net of tax)	-175.21	0.65
Total Comprehensive Income for the period / year	655.20	893.24
Earning Per Equity Share (EPS) for the period (Face Value of Rs,10)
- Basic	6.84	7.35
- Diluted	6.84	7.35

OPERATIONS:

During the year under review, total revenue of your Company increased from Rs,14,224 lakhs to Rs,17,639 lakhs, an increase of 24% over the previous year. The profit after tax for the year stood at Rs,830.41 lakhs against Rs,892.59 lakhs in the previous year.

Further in connection with strengthening of fruit processing business, the Company has started the commercial production of HPP (High Pressure processing) fruit and vegetable juices and initially the product has been launched in Pune and Mumbai.

FRESH FRUITS SEGMENT:

TABLE GRAPES

In addition to their exquisite flavor, grapes are known for their beneficial nutrients. They are progressively popular in diets around the world, not only for consumption as fresh fruit, but also in processed products such as wine, raisins, juice, jam, jelly and even canned foods.

The worldwide consumption of fresh grapes has reached 24.1 million tons. China is the largest consumer, followed by India and the United States. Brazil is considered an important consumer in the Latin American region. The grape consumption is not only on the rise in these traditional markets but there is clearly growing interest in this fruit in Southeast Asian markets like Thailand, Hong Kong, and Malaysia.

Assuming a continued trend, it is estimated that seedless grape varieties will be in the greater demand from traditional consumers, such as Europe and the United States. There are also good growth expectations for upcoming grape season, especially to the Asian market, with emphasis on China and Russia.

POMEGRANATES ARILS

Gradually but progressively, pomegranates arils are attracting interest, now that consumers worldwide see the pomegranate arils as a "super fruit" due to its high nutritional value and health benefits.

FOOD PROCESSING SEGMENT:

India''s Food Processing Sector Poised for Growth.

India''s food processing sector continues to grow in response to changing demographics, evolving preferences for branded and convenient items, retail and food service sector modernization, and government efforts to develop food manufacturing. Increasing health consciousness is influencing the development and sales growth of packaged foods. Imports of non-standardized processed foods and ingredients remain a challenge, though regulatory reforms are supporting progress.

As consumers'' preferences shift to healthier products, owing to changing lifestyle and rise in disposable income levels, companies should look at offering a greater number of nutritional foods and beverages. In addition, better preserving and packaging techniques need to be developed that not only increase the shelf life but also improve the nutritive value of the processed food and beverages.

DIVIDEND:

Your Directors do not recommended payment of any Dividend for the Financial Year ended 31^st March 2018, in order to conserve the resources of the Company. The Company will retain the earning for use in the future operations & Projects and strive to increase the net worth of stakeholders of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September 22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year. There was no appointment or cessation of any Director during the year.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulation are provided in the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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 2018 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report which forms part of this report.

FIXED DEPOSIT:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with applicable Secretarial Standards during the year under review.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the

Highest International Standard of Food Safety and Hygiene:

1. FSSC 22000 - Food Safety System Certification provides a framework for effectively managing the organization''s food safety responsibilities. FSSC 22000 is fully recognized by the Global Food Safety Initiative (GFSI) and is based on existing ISO Standards.

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nashik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Pack House Recognition for Nashik (Unit I) and Sangli (Unit II) Pack house.

8. GLOBALG.A.P. Certificate - G.A.P. stands for Good Agricultural Practice - and GLOBALG.A.P. is the worldwide standard that assures it.

9. Walmart Supply Chain Security: Unit I and Unit II

10. Fairtrade certificate - Fair trade is an alternative approach to conventional trade based on a partnership between producers and traders, businesses and consumers.

11. FSSAI License for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house and Nashik processing unit (Unit IV)

12. Amfori BSCI - The amfori BSCI is based on the labor standards of the International Labour Organization (ILO) as well as on national regulations. This initiative aims at continuously improving the social performance of suppliers, ultimately enhancing working conditions in factories worldwide.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

		2017-18	2016-17
1. Electricity a) Purchased
Units	KWH	2,467,129	2,136,984
Total amount	''	17,974,494	15,221,370
Rate / Unit	''	7.29	7.12
b) Own Generation through Diesel Generator Set Units Diesel
Quantity	Ltrs	22,730	15,700
Total Amount	''	1,409,027	922,483
Rate / Unit	''	61.99	58.76
c) Coal and other Fuels
Units	Kgs	654,863	10,17,236
Total Amount	''	5,043,924	67,48,556
Rate / Unit	''	7.70	6.63

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 5 (five) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met once during the year under review, without the attendance of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board implemented a formal mechanism for assessing its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a designed assessment process covering various features of the Boards functioning such as composition of the Board & committees, experience & proficiencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has repaid/taken loans, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013, the details are given in the notes to the financial statements.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on directors'' appointment, remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company i.e. www.freshtrop.com.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs,1,54,68,64,421 (Previous Year Rs,1,13,94,51,116) and Foreign Exchange outgo during the year was Rs,2,11,73,12,655 (Previous Year Rs,10,60,54,642).

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure - B to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and form part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

CORPORATE GOVARNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A separate report on Corporate Governance compliance and a Management Discussion and Analysis Report as stipulated by Listing Regulations forms part of this Annual Report along with the required Certificate from a Practicing Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated.

In compliance with Corporate Governance requirements, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act 2013 are given in the Corporate Governance Report annexed which is a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement under The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with Rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there was no complaint pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the Company during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, your Company had appointed Mr. Manoj Hurkat of M/s Manoj Hurkat & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2017-18 is annexed which forms part of this report as Annexure-C. There were no qualifications, reservation or adverse remarks of material nature in the Secretarial Audit Report of the Company. The observation of the Secretarial Auditor in their report is self-explanatory and does not call for any further explanation/ clarification.

AUDITORS'' & AUDITORS'' REPORT:

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, as amended from time to time, M/s F P & Associates, Chartered Accountants (Firm Registration Number - 0143262W), were appointed as statutory auditors of the Company to hold office from the conclusion of 25^th Annual General Meeting till the conclusion of the 30^th Annual General Meeting, subject to ratification of their appointment at every AGM, if required under law.

In view of the Companies (Amendment) Act, 2017, the first proviso in sub-section (1) in section 139 of the Companies Act, 2013 has been omitted with effect from 7^th May, 2018. In view of this, the said appointment of auditor is no longer required to be ratified by the members at every annual general meeting.

Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Act. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

ACKNOWLEDGMENT

Your Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well-wishers, for their timely support.

Date: May 26, 2018

By order of the Board

Regd. Office: For Freshtrop Fruits Ltd.,

A-603, Shapath IV,

Opp. Karnavati Club,

S G Road,

Ahmedabad - 380 015 Ashok Motiani

Chairman & Managing Director

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the 24^th Annual Report along with the audited financial statements of your Company for the financial year ended on March 31, 2016.

FINANCIAL PERFORMANCE:

The working results of the Company for the period ended 31^st March, 2016 are as follows:

Amount in Rs.

	2015-16	2014-15
Total Income	1,216,287,434	1,230,946,549
Gross Profit before Depreciation and Taxation	164,883,750	166,656,616
Less: Depreciation	38,897,354	37,915,269
Net Profit before Taxation and Exceptional Items	125,986,396	128,741,347
Less: Exceptional Items	-	4,705,358
Net Profit before Taxation	125,986,396	124,035,989
Less : Current Tax	45,200,000	42,600,000
Less : MAT Credit Entitlement	-	-
Less : Deferred Tax	524,140	5,147,048
Less : Tax in respect of earlier years	(235,491)	424,137
Profit after taxation	80,497,747	75,864,804
Less: Proposed Dividend	12,145,000	12,145,000
Distribution Tax on Proposed Dividends	24,72,479	2,472,722
Balance of Profit brought Forward from Balance Sheet	249,440,049	191,164,098
Balance of Profit carried to Balance Sheet	315,320,317	249,440,049

OPERATIONS:

The year under report started with significantly reduced business in Q1 due to poor weather conditions during the grape harvest season of 2105. However the weather conditions improved subsequently and the exports during the 2016 season showed a significant growth.

Your Company was able to maintain the revenues at over Rs.1.2 billion and the Net profit after tax increased from Rs.75.865million to Rs.80.498 million an increase of 6.11%

The food processing business continues to grow but the pace of growth needs to be accelerated.

FRESH FRUITS SEGMENT:

India continues to increase its importance as a grape supplier to Europe. The grape growers have understood the requirements of the international markets and are able to fulfill them to a large extent. In 2016 season India consolidated their position with increased supply. Total exports of grapes from India to EU increased from 55094.87MT in 2014-15 season to 85828.04MT in 2015-16 season.

Other developing markets have also started importing fresh grapes from India. Our business is now expanding into countries like China, Russia, Hong Kong and some other far eastern markets. We expect to grow this business at a cumulative growth of over 10% for the coming few years.

FOOD PROCESSING SEGMENT:

A strong and dynamic food processing sector plays a significant role in diversification of agricultural activities, improving value-addition, opportunities and creating surplus for export of agro food products

We feel the food processing industry is poised for huge growth both in the domestic and the international markets. During the year under report our income from this segment grew from 307.27 million in 2014-15 to 359.70 million in 2015-16 a growth of 17%. We are trying to accelerate this growth and achieve better financial results from this segment.

DIVIDEND:

Considering the performance during the year 2015-16, your Directors have recommended a Dividend of Rs.1/- per share (10 per cent) for the financial Year 2015-16. The dividend payout, if approved, will result in outflow of Rs.14,617,479 inclusive of Rs.24,72,479 on account of Dividend Distribution Tax.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September 22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and the SEBI Listing Regulations and there has been no change in the circumstances which may affect their status as independent director during the year.

The tenure of Mr. Ashok Motiani as Managing Director of the Company will expire on 31^st July, 2016. The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 27^th January, 2016 recommended and approved the re-appointment and payment of remuneration to Mr. Ashok Motiani as a Managing Director of the Company for a further period of three years i.e. up to the 31^st August, 2019, subject to the approval of members. Terms and conditions for his re-appointment are contained in the Explanatory Statement forming part of the notice of the ensuing Annual General Meeting.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Nanita Motiani, Executive Director is liable to retire by rotation and being eligible offer herself for reappointment.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalized during the year as per the Companies Act, 2013.

The Board recommends the appointment/re-appointment of above directors for your approval. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. That in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgment and estimates have been made 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, 2016 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

During the year under review, your Company has not accepted any fixed deposits within the meaning of

Section 73 of the Companies Act, 2013 read with rules made there under.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the

Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organization in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP Certificate SHARE

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

			2015-16	2014-15
1. Electricity
a)	Purchased
	Units	KWH	2,291,646	2,282,098
	Total amount	(Rs.)	15,296,234	14,748,881
	Rate / Unit	(Rs.)	6.67	6.46
b)	Own Generation through Diesel Generator Set Units Diesel
	Quantity	Ltrs	12,046	12,555
	Total Amount	(Rs.)	651,978	758,169
	Rate / Unit	(Rs.)	54.12	60.39
c)	Coal and other Fuels
	Units	Kgs	1,019,800	1,332,805
	Total Amount	(Rs.)	6,442,687	8,678,991
	Rate / Unit	(Rs.)	6.32	6.51

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS'' MEETING:

The Independent Directors met two times during the year under review, without the attendance of Non Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, your Company has made loan, given guarantee, provided security and made investments in compliance of Section 186 of the Companies Act, 2013, the said details are given in the notes to the financial statements.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The Company''s policy on directors'' appointment and remuneration and other matters provided in Section178 (3) of the Companies Act, 2013 is available on the website of the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs.922,503,245 (Previous Year Rs.924,157,495) and Foreign Exchange outgo during the year was Rs.94,097,215 (Previous Year Rs.149,881,785).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

SECRETARIAL STANDARDS OF ICSI

The Companies Act, 2013 has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time, though were recommendatory in nature, have been complied with by the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made there under, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure-A.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

During the year under review, your Company has entered into transactions with related parties which are material as per clause 49 of the Listing Agreement and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations") the details of said transactions are provided in the Notice of the Annual General Meeting.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made there under, your Company had appointed Mr. R.S. Sharma, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2015-16 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

AUDITORS'' & AUDITORS'' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

Acknowledgment

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : August 10, 2016

By order of the Board

Regd. Office: For Freshtrop Fruits Ltd.,

A-603, Shapath IV,

Opp. Karnavati Club, S G Road,

Ahmedabad - 380 015 Ashok V Motiani

Chairman & Managing Director

(DIN: 00124470)

---

Mar 31, 2015

Dear Members,

The Board of Directors have pleasure in presenting 23rd Annual Report and the Audited financial Statement of the Company for the financial year ended March 31, 2015.

FINANCIAL PERFORMANCE:

The working results of the Company for the period ended 31st March, 2015 are as follows:

Amount in Rs.

2014-15 2013-14

Total Income 1,230,946,549 1,147,868,701

Profit before Depreciation and Taxation 166,656,616 103,367,543

Less: Depreciation 37,915,269 21,406,059

Profit before Taxation and Exceptional Items 128,741,347 81,961,484

Less: Exceptional Items 4,705,358 -

Profit before Taxation and after Exceptional Items 124,035,989 81,961,484

Less : Current Tax 42,600,000 23,000,000

Less : Deferred Tax 5,147,048 2,509,091

Less : Tax in respect of earlier years 424,137 -

Profit after taxation 75,864,804 56,452,393

Less: Proposed Dividend 12,145,000 12,145,000

Distribution Tax on Proposed Dividends 2,472,722 2,064,043

Balance of Profit brought Forward from Balance Sheet 191,164,098 148,920,748

Balance of Profit carried to 249,440,049 191,164,098 Balance Sheet

OPERATIONS:

The weather conditions during the grape harvest season for the year under report were the worst we had in the last two decades. There were unseasonal rains in the first two weeks of March, significantly affecting the grape crop. Unfortunately the poor weather conditions affected all grape growing area in the state of Maharashtra.

Despite these conditions your Company has shown a growth in the total income from Rs.1147 million to Rs.1230 million an increase of 6.75%, while the profit after tax has grown from Rs.56.45 million to Rs.75.86 million an increase of 25.59%.

The food processing business also became profitable in the year under report, assisting in achieving the above results.

FRESH FRUITS SEGMENT:

India continues to be an important supplier of Fresh Grapes to Europe. Poor weather conditions have affected this business for the last two years but in fresh produce business the stake holders have learnt the methods of mitigating the risks. The grape growers too have now understood the requirements of the international markets and are to a large extent able to fulfil them.

Total exports of grapes from India to EU decreased from 80325.69MT in 2013-14 season to 55094.87MT in 2014-15 season. While our exports of grapes increased from Rs.837 million to Rs.898 million an increase of 7.28%.

Our business is now expanding into other countries like China and Russia and for the future we expect to continue to grow this business at an average of over 20% for the coming few years.

FOOD PROCESSING SEGMENT:

The Indian food processing industry continues to be a focus area for our Government. Many Incentives are offered for stabling and operating this business. Maggi noodle incident is having on the growth of this business but we feel that this is a temporary phenomenon and all concerned agencies will learn a lot from this and the industry as a whole would mature and get more organized.

We feel the food processing industry is poised for huge growth both in the domestic and the international markets. During the year under report our income from this segment grew from 236.69 million in 2013-14 to 307.27 million in 2014-15 a growth of 30%. We expect to maintain this for the coming year as well.

DIVIDEND:

Considering the performance during the year 2014-15, your Directors have recommended a Dividend of Rs.1/- per share (10 per cent) for the financial Year 2014-15. The dividend payout, if approved, will result in outflow of Rs.14,617,722 inclusive of Rs.24,72,722 on account of Dividend Distribution Tax.

DIRECTORS:

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma were appointed as independent directors at the Annual General Meeting of the Company held on September22, 2014. The terms and conditions of appointment of independent directors are as per Schedule IV of the Companies Act, 2013. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and clause 49 of Listing Agreement and there has been no change in the circumstances which may affect their status as independent director during the year.

The appointments of the Key Managerial Personnel have been made before the commencement of the financial year under review and the same have been formalised during the year as per the Companies Act, 2013.

INSURANCE:

The Companies Plants,Property,Equipments & Stocks adequately insured against the loss of fire and other risks which are considered necessary by the management. The Company has also taken sales turnover policy which includes Marine Coverage, Domestic Sales & inter unit movement of goods. The Company has also taken Directors and officers Liabilities Policies to provide coverage against the liabilities arising on them.

FIXED DEPOSIT:

During the year under review, your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules made there under.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II).

8. Global GAP Certificate

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

1. CARE has affirmed its rating on long term bank facilities of the Company "CARE A -" & "CARE A2 " for short term facilities of the company.

2. The Bank has renewed Fund and Non Fund Base working Capital Credit facilities up to Rs.2,100 Lakhs.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2014-15 2013-14

1. Electricity

a) Purchased

Units KWH 2,282,098 1,958,557

Total amount Rs. 14,748,881 12,136,478

Rate / Unit Rs. 6.46 6.20

b) Own Generation through Diesel Generator Set Units

Diesel

Quantity trs 12,555 21,202

Total Amount Rs. 758,169 1,229,266

Rate / Unit Rs. 60.39 57.98

c) Coal and other Fuels

Units Kgs 1,332,805 9,03,785

Total Amount Rs. 8,678,991 5,898,091

Rate / Unit Rs. 6.51 6.53

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

NUMBER OF BOARD MEETINGS:

The Board of Directors met 4 (four) times during the year under review. The details of board meetings and the attendance of the Directors are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on March 18, 2015, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD EVALUATION:

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013 is available on the website of the Company.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs.924,157,495 (Previous Year Rs.897,853,788) and Foreign Exchange outgo during the year was Rs.149,881,785 (Previous Year Rs.139,979,724).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provision of Section 124 of the Companies Act, 2013, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

SECRETARIAL STANDARDS OF ICSI

The Companies Act, 2013 has mandated the Secretarial Standards on Board Meetings & General Meetings specified by the Institute of Company Secretaries of India (ICSI). The secretarial standards issued by ICSI from time to time, though were recommendatory in nature, have been complied with by the Company during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement, The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9, is annexed to this Report as Annexure.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company had not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, your Company had appointed Mr. R.S. Sharma, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for financial year 2014-15 is annexed, which forms part of this report as Annexure-B. There were no qualifications, reservation or adverse remarks in the Secretarial Audit Report of the Company.

AUDITORS' & AUDITORS' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors' Report on the Accounts. The observations and comments, if any, appearing in the Auditors' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : August 14, 2015 By order of the Board

Regd. Office: For Freshtrop Fruits Ltd.,

A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ahmedabad - 380 015 Ashok V Motiani Chairman & Managing Director (DIN: 00124470)

---

Mar 31, 2014

Dear Members,

The Board of Directors have pleasure in presenting 22nd Annual Report and the Audited financial Statement of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2014 are as follows:

Amount in Rs. 2013-14 2012-13

Total Income 1,147,868,701 935,028,676

Profit before Depreciation 103,367,543 76,677,010 and Taxation

Less: Depreciation 21,406,059 23,731,319

Net Profit before Taxation 81,961,484 52,945,691

Less: Current Tax 23,000,000 9,806,700

MAT Credit Entitlement - (9,806,700)

Deferred Tax 2,509,091 17,540,433

Tax in respect of earlier years - 32,171

Profit after taxation 56,452,393 35,373,087

Less: Proposed Dividends 12,145,000 1,19,45,000

Distribution Tax on Proposed Dividends 2,064,043 19,37,778

Add/Less: Balance of (Loss) of 148,920,748 127,430,437 Previous years

Balance of Profit/ (Loss carried 191,164,098 148,920,746 to Balance Sheet

OPERATIONS:

The year under report shows a growth in the total income from ''935 million to ''1147 million an increase of 22.76%, while the profit after tax has grown from ''35.37 million to ''56.45 million an increase of 59.59%. The increase in the Income has come from growth in both our business segments, fresh fruits exports and processed food business. We feel both these segments have a large potential and will continue to grow and contribute to the profits of your company in the coming years.

FRESH FRUITS SEGMENT:

Demand for Indian grapes continues to grow in the EU markets. Total exports of grapes from India to EU increased from 64,644MT in 2013 season to 80,141MT in 2014 season an increase of 24%. While our Exports of grapes increased from ''651 million to ''837 million an increase of 28.61%. We are also working on expanding this business in non EU markets. During the 2014 season the business to this market was stagnant but it has a large potential for growth in the coming years.

FOOD PROCESSING SEGMENT:

During the year under report our Income from this segment grew from ''218.70 million in 2012-13 to ''236.69 in 2013-14 a growth of 8.23%.

DIVIDEND:

Considering the performance during the year 2013-14, your Directors have recommended a Dividend of ''1/- per share (10 per cent) for the year ended 31st March 2014. The dividend payout, if approved, will result in outflow of ''14,209,043 inclusive of ''20,64,043 on account of Dividend Distribution Tax.

DIRECTORS:

Mr. Ramchandra Joshi, Independent Director of the Company has resigned w.e.f. November 15, 2013. The Board places on record its deep appreciation of the valuable services and guidance provided by Mr. Ramchandra Joshi during his tenure.

The Company had, pursuant to the provisions of clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Mayur J Shah, Mr. Dinesh Oza, and Mr. Anil Sharma, as Independent Directors of the Company. As per Section 149(4) of the Companies Act, 2013, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Mrs. Nanita Motiani, who retires by rotation as Director of the Company but being eligible offers herself for re-appointment.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting forming part of this Annual Report.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favourable shelf space, and that positioned next to a competing non-kosher brand. Kosher is and therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP Certificate

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

During the year under review, the Company has enhanced its Working Capital Facilities of ''1500.00 Lacs for the peak season and ''900.00 Lacs for off season to ''2100.00 Lacs and 900.00 Lacs from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis bank has also sanctioned total fresh term loans of ''550.00 Lacs out of which ''100 lacs for expansion of Unit-1, and ''450 lacs for Expansion of unit-4.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2013-14 2012-13

1. Electricity

a)Purchased

Units KWH 1,958,557 1,863,625

Total amount RS 12,136,478 12,129,924 Rate / Unit RS 6.20 6.51

b)Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 21,202 26,595

Total Amount RS 1,229,266 1,317,202

Rate / Unit RS 57.98 49.53

c) Coal and other Fuels

Units Kgs 9,03,785 763,098

Total Amount RS 5,898,091 4,313,828

Rate / Unit RS 6.53 5.65

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyse quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to ''897,853,788 (Previous Year ''690,486,703) and Foreign Exchange outgo during the year was ''189,579,203 (Previous Year ''172,288,874).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

CORPORATE SOCIAL RESPONSIBILITY

The details of Corporate Social Responsibility (CSR) carried out by the Company are appended in the Annexure to the Directors'' Report.

The particulars of the CSR committee constituted by the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 and the rules forming part of the same are included in the Corporate Governance Report annexed and forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2014 is provided in the Annual Report.

AUDITORS'' & AUDITORS'' REPORT:

The Statutory Auditors of the Company, M/s. Mayank Shah & Associates, Chartered Accountants (Firm Registration Number - 106109W) retire at the conclusion of the ensuing Annual General Meeting. The said Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment. The necessary resolution seeking your approval for re-appointment of Statutory Auditors has been incorporated in the Notice convening the Annual General Meeting.

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

APPRECIATION:

Yours Directors place on record their appreciation of the sincere and devoted services, rendered by all employees of the company and the continued support and confidence of the customers The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd. and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 13.08.2014 By order of the Board For Freshtrop Fruits Ltd

Registered Office A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ashok V Motiani Ahmedabad - 380 015 Chairman & Managing Director (DIN: 00124470)

---

Mar 31, 2013

Dear Members,

The Board of Directors have pleasure in presenting 21st Annual Report and the Audited financial Statement of the Company for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2013 are as follows:

Amount in Rs.

2012-13 2011-12

Total Income 935,028,676 618,775,514

Profit before Depreciation and Taxation 76,677,010 30,680,028

Less: Depreciation 23,731,319 23,109,919

Net Profit before Taxation 52,945,691 7,570,109

Less: Current Tax 9,806,700 660,000

MAT Credit Entitlement (9,806,700) (660,000)

Deferred Tax 17,540,433 2,178,734

Tax in respect of earlier years 32,171 -

Profit after taxation 35,373,087 5,391,375

Less: Proposed Dividends 11,945,000 -

Distribution Tax on Proposed Dividends 1,937,778 -

Add/Less : Balance of (Loss) of Previous years 127,430,437 122,039,062

Balance of Profit/(Loss) carried to Balance Sheet 148,920,746 127,430,437

OPERATIONS:

The year under report shows a growth in the total income from Rs. 619 million to Rs. 935 million an increase of 51%, while the profit after tax has grown from Rs. 5.4 million to Rs. 35.37 million. The increase in the Income has come from growth in both our business segments, fresh fruits exports and processed food business. We feel both these segments have a large potential and will continue to grow and contribute to the profits of your company in the coming years.

FRESH FRUITS SEGMENT:

Demand for Indian grapes continues to grow in the EU markets. Our exports of grapes to EU increased from 3,286MT in 2012 season to 3,851MT in 2013 season an increase of 17%. We have been working on expanding this business in non EU markets, our exports to these markets have increased from 532MT in 2012 to 1,476MT in 2013 an increase of 177%.

The domestic fresh fruit and vegetables distribution industry is yet to move from unorganized wasteful system to organized well controlled and hygienic distribution system. We would like to wait some more time before moving into this business.

FOOD PROCESSING SEGMENT:

During the year under report our Income from this segment grew from Rs. 154.44 million in 2011-12 to Rs. 218.70 in 2012-13 a growth of 41.65%. We expect to continue this growth rate for the coming few years.

The domestic industry is yet to change its preference in favour of processed foods. Consumption of value added fruits and vegetables are low compared to the primary processed foods, and fresh fruits and vegetables. The inclination towards processed foods is presently visible only in urban centers but it is bound to spread and increase rapidly in the near future.

Growing urbanization, increasing disposable income, emergence of organised food retail, changing lifestyles and food consumption patterns are the key factors driving growth for processed foods in India. These are post-liberalisation trends that have given an impetus to the sector.

DIVIDEND:

Considering the performance during the year 2012-13, your Directors have recommended a Dividend of Rs. 1/- per share (10 per cent) for the year ended 31st March 2013. The dividend payout, if approved, will result in outflow of Rs. 13,882,778 inclusive of Rs. 1,937,778 on account of Dividend Distribution Tax.

EMPLOYEE STOCK OPTION SCHEME

Your Company values its employees and is committed to adopt the best HR practices for rewarding them suitably.

A certificate from M/s. Mayank Shah & Associates, Statutory Auditors, with respect to the implementation of the Company''s Employees Stock Option Scheme, would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same will also be available for inspection at the registered office of the Company.

Further, the Board of Directors of your Company has vide resolution dated August 13, 2013 approved formulation of a new Employee Stock Option Scheme viz. "Freshtrop Fruits Limited Employee Stock Option Scheme - 2013" ("ESOS-2013") in terms of the SEBI guidelines. The Board has mandated the ESOS Compensation Committee to implement and administer the ESOS-2013. Items seeking your approval for introduction and implementation of ESOS-2013 and granting such number of Stock Options exercisable into not more than 2,00,000 equity shares of Rs. 10/- each to permanent employees, including any Managing or Whole-time Director(s) of your Company and its holding and / or subsidiary companies are included in the Notice

DIRECTORS:

Mr. Dinesh Oza, who retires by rotation as Director of the Company but being eligible offers himself for re- appointment.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has obtained the following certifications pertaining to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from "farm to fork".

2. SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the salability of the product in the international supermarkets. There is clear evidence that a kosher symbol boosts market share that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. Global GAP

9. FSSAI

10. Business Social Compliance Initiative (BSCI)

FINANCE:

During the year under review, the Company has renewed its Working Capital Facilities of Rs. 1500.00 Lacs for the peak season and Rs. 900.00 Lacs for off season from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis bank has also sanctioned total fresh term loan of Rs. 487.50 Lacs out of which Rs. 75 lacs for up-gradation of Unit-1, Rs. 112.50 for expansion at Unit-4 and Rs. 300 lacs for working capital requirement of the Company.

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earnings during the year amounts to Rs. 690,486,703 (Previous Year Rs. 456,875,079) and Foreign Exchange outgo during the year was Rs. 172,288,874 (Pr. Yr. Rs. 112,700,089).

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors support the basic principles of good corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2013 is provided in the Annual Report.

AUDITORS'' & AUDITORS'' REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from M/s. Mayank Shah & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 13.08.2013

By order of the Board Registered Office For Freshtrop Fruits Ltd

A-603, Shapath IV,

Opp. Karnavati Club, S G Road,

Ahmedabad - 380 015 Ashok V Motiani

Chairman & Managing Director

---

Mar 31, 2012

Dear Members,

The Board of Directors presents 20th Annual Report and the Audited Statement of Accounts of the Company for the period ended 31st March, 2012.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2012 are as follows:

Amount in 2011-12 2010-11

Total Income 618,775,514 563,369,007

Profit before Depreciation and Taxation 30,680,028 24,635,430

Less: Depreciation 23,109,919 22,792,573

Net Profit before Taxation 7,570,109 1,842,857

Less: Current Tax 660,000 269,000

MAT Credit Entitlement (660,000) (269,000)

Deferred Tax 2,178,734 731,085

Tax in respect of earlier years - 644,029

Profit after taxation 5,391,375 467,743

Add/Less: Balance of (Loss) of Previous Years 122,039,062 98,195,606

Balance of Profit/(Loss) carried to Balance Sheet 127,430,437 122,039,062

OPERATIONS:

The year under report shows a growth in the total income from Rs.563 million to Rs.619 million an increase of 9.83%, while the profit has grown from a meagre Rs. 0.47 million to Rs.5.4 million. The increase in the income has come mainly from the food processing business which we feel, will now contribute significantly to the profits of the company in the coming years.

FRESH FRUITS SEGMENT:

The German supermarkets after doing an extensive food safety analysis have once again started buying Indian grapes. This is a big positive for industry. This can be seen from the growth in exports of Indian grapes to Europe from 1800 containers in 2011 season to 3200 containers in 2012 season.

Europe has been in recession for the last few years but despite this our exports to EU, except for a dip in 2011 due to CCC issue have shown a steady increase from 224 containers in 2008 to 260 containers in 2012.

We have been working on expanding our business in non EU markets, our exports to non EU markets have increased from 23 containers in 2011 season to 42 Containers in 2012. As a percentage of total exports, our non EU business grew from 9% in 2011 to 14% in 2012. We expect this would increase further in the coming years.

The demand for coloured grapes in the non EU markets has always been quite good but now it is increasing in the EU market as well. This would help us extend our grape export season, resulting in increasing sales without making additional capital investment.

The domestic market for good quality product continues to grow very fast. There is a very huge potential for growth in this market but we have to wait for either the Indian supermarkets to organize their supply chain in the fruit and vegetable segment or the FDI in multi-brand retail being allowed to do business in our country.

Pomegranate availability has also increased and good quality fruit is now available at competitive price. The demand for this product in non EU markets is also very good and we expect this business to revive in the coming years.

FOOD PROCESSING SEGMENT:

During the year under report our income from this segment grew from Rs. 104.02 million in 2010-11 to Rs. 154.44 million in 2011-12 a growth of 45.73%. We expect this to continue for another few years.

In food business it is important to have all quality certifications in place before approaching processed food manufacturers for supplies. For agricultural inputs where the availability of raw materials is seasonal in nature, this process takes time. After all the quality control certificates are in place most of the FMCGs conduct their own audits. Freshtrop has now gone through all this, we are now approved suppliers to some of the large beverages and processed food manufacturers in India.

The fall of the Indian rupee against the US dollar has had a favourable impact on ingredient suppliers to the processed food business. Domestic supplies have become competitive and the food manufacturers have started developing local vendors. We feel this would help us in increasing our business from this segment.

DIVIDEND:

In view of the commitment of the Company towards running of the Food Processing Plant established at Nasik, the Board of Directors are of the view to conserve the resources and do not recommend dividend for this year.

DIRECTORS:

Mr. Ramchandra G Joshi, who retires by rotation as Director of the Company and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has been through the following certifications to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisations in the food chain from "farm to fork".

Z SGF International E.V. - This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is a recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is a clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Sa ng I i U n it.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

& GlobalGAP Certificate SHARE

FINANCE:

During the year under review, the Company enjoying its Working Capital Facilities ofRs. 1500.00 Lacs for the peak season and Rs. 900.00 Lacs for off season from Axis Bank Limited for the Fresh Fruits and Food Processing activities of the Company. During the year under review, Axis Bank Limited has also been sanctioned a Fresh short term loan of Rs. 200.00 Lacs for working capital requirement of the Company.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under:

2011-2012 2010-2011

1. Electricity

a) Purchased Unite KWH 1,791,469 1,437,899

Total amount Rs. 10,297,827 8,540,514

Rate / Unit 5.75 5.94

b) Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 25,605 19,040

Total Amount 11,14,133 767,774

Rate / Unit 43.51 40.32

c) Coal and other Fuels

Unite_Kgs 848,955 728,870

Total Amount 4,961,327 3,683,371

Rate /Unit 5.84 5.05

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earning during the year amounts to Rs. 456,875,079 (Previous year Rs. 438,836,451) and Foreign Exchange outgoing during the year amounts to Rs. 89,074,661 (Previous year. Rs. 89,805,592)

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2012 is provided in the Annual Report.

AUDITORS' & AUDITORS' REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, Statutory Auditor of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a confirmation from M/s. Mayank Shah & Associates to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank N.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

13th August, 2012 By order of the Board

Regd. Office : For Freshtrop Fruits Ltd.,

A-603,ShapathIV,

Opp. Karnavati Club, S G Road, Ashok V. Motiani

Ahmedabad - 380 015 Chairman & Managing Director

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Mar 31, 2010

The Board of Directors presents 18th Annual Report and the Audited Statement of Accounts of the Company for the period ended 31st March, 2010.

FINANCIAL RESULTS:

The working results of the Company for the period ended 31st March, 2010 are as follows

2009-2010(Rs) 2008-2009(Rs)

Total Income 518,101,007 392,619,911

Gross Profit before depreciation and Taxation 52,407,321 15,223,468

Less : Depreciation 21,158,726 8,834,250

Net Profit before Taxation 31,248,595 6,389,218

Less : Provision for Current Taxation 5,309,000 554,054

Less : Deferred Taxation 9,536,549 1,524,590

Less : Provision for FBT - 210,000

Less : Wealth tax - 10,000

Less : MAT Credit entitlement (5,309,000) -

Profit after Taxation 21,712,046 4,090,574

Add : MAT Credit Entitlement of previous year 2,402,485 -

Less : Prior Period & Extra Ordinary Items 738,818 80,820

Profit after Taxation and Prior Period & Extra Ordinary Items 23,375,713 4,009,754

Add/(Less) : Balance of (Loss) of Previous Years 98,195,606 94,185,852

Balance of Profit/(Loss) carried to Balance Sheet 121,571,319 98,195,606

OPERATIONS:

FRESH FRUITS SEGMENT :

The year 2009-10 has shown appreciably improved results.

The year 2009-10 marks its significance as the Company crossed its turnover of Rs 50.00 Crore first time in its history. This has been possible with the addition of the food processing plant during the year under review.

The total income from this segment increased from Rs 392.62 million to Rs 465.73 million, while the profit after tax recovered from just Rs 4.09 million to Rs 21.71 million.

The season started early. Coloured varieties were in good demand in the earlier part of the season and this is expected to continue in the future.

There was a massive earth quake in Chile very close to the grape growing area which disrupted supplies from Chile. The earth quake had a major impact on power distribution and road and sea transportation. This had a positive impact on demand for Indian grapes. This euphoria was short lived as it was followed by detection of a harmless agro chemical Chlormequat chloride in Indian grapes in early April. This agro chemical is a growth regulator, very low in toxicity and is required for growing grapes in temperate climates like in India and Australia.

The EFSA (European Food Safety Authority) opined that the grapes with the presence of this chemical up to a maximum level of 1.06mg/kg were absolutely safe for human consumption but the EU MRL (Maximum Residue Level) allowed for this chemical was just 0.05mg/kg.

The Indian grape industry received full cooperation from the European trade and their associations but some Super Markets decided not to market Indian grapes and this had a terrible impact on the selling price of Indian grapes. The result is seen in the first quarter results of the Company for the year 2010-11.

The Company has initiated the process of setting up infrastructure for collection, grading and sorting of fresh fruits and vegetables produced in the western parts of India for distribution in the domestic market.

Imports of fresh produce to create round the year availability of certain fruits in the domestic market is another activity being seriously pursued by the Company.

FOOD PROCESSING SEGMENT:

The Company started commercial production at the food processing plant on 28th April 2009. This is a very significant development from the point of view of future earnings of the Company. During the year under review total income from this segment stood at ? 52.37 million.

The capital investment until March 2010 in this plant is ? 333.38 millions. The Company will continue to invest in balancing machinery and equipments to enhance production capacity and diversity of the products that can be manufactured at this plant.

In the first year of operations the concentration was on getting all the required certifications for exports to developed markets such as USA and European Union. The Company now holds the following quality certificates.

1. ISO 22000:2005

2. SGF International E.V.

3. Halal Certificate

4. Kosher Certificate

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses

8. GlobalGAP Cetificate

The second step was to establish the quality parameters of all the products being manufactured at the plant. The Company was also able to achieve this during the year under report.

The availability of the raw material at the right price is critical to the profitability of the food processing business. Proximity of the raw material plays a very important part in identifying the food products that could be processed. Tomato is available in abundance in and around Nasik. The Company set up a small 5 metric ton per hour Tomato Paste manufacturing plant during this year. Only trial production was possible as the season ended before the plant could be commissioned. We see a very good scope in this product.

The demand for good quality, hygienically processed food is ever increasing. Nasik is the largest vegetable producing area in the western part of India and is just 200 kms away from Mumbai. It is centrally located for distribution to other parts of Maharashtra, Gujarat and Madhya Pradesh. We will continue to identify and diversify the food products being processed and manufactured at this plant.

The Company has received ? 75 Million (Seven Five Million Only) during the year 2009-10 from Ministry of Food Processing Industry out of total grant-in-aid of ? 100 million (? Hundred Million Only) approved as financial assistance for setting up of integrated infrastructure of Farm to Consumer linkage including collection centre, Mobile pre-cooler, pre-cooling units, value addition and preservation infrastructure at various location in Maharashtra and Gujarat.

DIVIDEND:

In view of the commitment of the Company towards running of the Food Processing Plant established at Nasik, the Board of Directors are of the view to conserve the resources and do not recommend dividend for this year.

DIRECTORS:

Mr. Ramchandra G Joshi, who retires by rotation as Director of the Company but being eligible offers himself for re-appointment Your directors also propose to re-appoint Mrs. Nanita A Motiani as an Executive Director for further period 5 year with effect from 1st April,2010.

AUDIT COMMITTEE:

The Audit Committee consisting of Independent Directors Mr. Ramchandra G. Joshi, Mr. Mayur J. Shah and Executive Director Mrs. Nanita A. Motiani, satisfy the requirements of section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with the Stock Exchange.

INSURANCE:

The assets of the Company are adequately insured against the loss of fire and other risks which considered necessary by the management.

FIXED DEPOSIT:

The Company has not accepted any deposit under the provision of Section 58-A of the Companies Act, 1956 as applicable.

CERTIFICATION:

During the year under review, the Company has been through the following certifications to the Highest International Standard of Food Safety and Hygiene:

1. ISO 22000:2005 - This certifies the presence of highest food safety management system covering all organisation in the food chain from “ farm to fork".

2. SGF International E.V.- This certifies participation of the Company in Voluntary Control System for safeguarding the perfect quality of its products and enhancing customer and consumer safety.

3. Halal Certificate - This certificate is a recognition that the products are permissible in Islamic Law and we acquired this certificate to export our products in Islamic Countries.

4. Kosher Certificate - This certificate helps in increasing the saleability of the product in the international supermarkets. There is a clear evidence that a kosher symbol boosts market share, that a kosher product can win more favorable shelf space, and that positioned next to a competing non-kosher brand. Kosher is an therefore an important investment our Company makes in order to increase market reach and share.

5. BRC certificate for Nasik (Unit I) Pack house and Sangli (Unit II) Pack house.

6. FDA, USA to supply products in US Market.

7. APEDA Recognition for Nasik (Unit I), Sangli (Unit II) and Satara (Unit III) Pack houses.

8. GlobalGAP Certificate

SHARE CAPITAL AND LISTING:

In accordance with the Shareholders Approval in the Extra Ordinary General Meeting of the Company held on 15th May, 2009, the Company had, in its meeting of Board of Directors held on 10th July, 2009, issued and allotted 10,00,000 warrants on preferential basis, convertible into equity shares of Rs 10/- each at a price of Rs 19.40 ( Face Value Rs 10/- and Premium Rs 9.40) to the following allottes , in accordance with the provisions of SEBI(ICDR)Regulations, 2009 and an amount of Rs 48,50,000/- constituting 25% i.e. 4.85 of the total amount payable was received from them:

Sr no Name of Allottees No of Warrants

1 Freshcap Investments Private Limited 500,000 (Formerly known as Capital Packaging Private Limited)

2 Ashok V. Motiani 125,000

3 Nanita A. Motiani 125,000

4 Dipti A. Motiani 250,000

Total 1,000,000

During the financial year 2009-10 ,Out of 10, 00,000 warrants the allotees have exercised their right to convert 5,00,000 warrants into equity share of Rs 10/- each fully paid up at a premium of Rs9.40/- per share on 29th January, 2010 and sum of Rs 72,75,000 was received on account of balance amount on the said warrants. As per the terms of preferential issue, the object was to utilize the fund towards working capital requirement and to part finance

capital expenditure for Company’s new Food Processing Plant at the Nasik and the accumulated fund has been utilized towards day to day working capital requirement of the Company. There are no monies lying unutilised out of the proceeds of the preferential issue as on the Balance Sheet date.

Subsequent to the preferential issue of shares, the Company’s paid-up share capital increased from Rs1004.50 Lacs to Rs 1054.50 Lacs and its securities premium account increased to Rs 97.00 Lacs from Rs 50.00 Lacs.

The balance 5,00,00 Warrants are convertible into equity shares at the agreed price of Rs 19.40/- per share on or before the expiry of 18 (eighteen) months from the date of allotment i.e. on or before 9th January,2011.

The Equity Shares of your Company have been listed on Bombay Stock Exchange Limited (BSE). The Listing fee for the year 2010-11 has already been paid to BSE. The custodial fees payable to depositories namely NSDL & CDSL has also been remitted by the Company.

FINANCE:

The Company continues to avail Working Capital Finance of Rs 865.00 Lacs from Axis Bank Limited for the Fresh and Food Processing activities of the Company. The Company has also been sanctioned a Fresh Term Loan of Rs 300.00 Lacs by Axis Bank Limited for adding Tomato Processing machinery at Food Processing Plant, Nasik.

During the year under review the Company continued to avail cash credit facility from The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) for Food Processing Plant, Nasik.

PARTICULARS REGARDING EMPLOYEES:

Statutory statement of particulars of employees under section 217, sub-section (2A) of the Companies Act, 1956 read with the Companies [Particulars of Employees Rules] 1975, as amended as mentioned below and forms an integral part of this Report.

Name Designation Age Qualification Total (Yrs) Experience (Yrs)

1 2 3 4 5

Ashok V. Managing 61 B. Tech 35 Motiani Director (IIT, Mumbai)

Mayank R. Sr. V.P., 39 B.Tech 11 Tandon Sales (MIT, Manipal) & Marketing

Mrs. Priyanka V.P., 32 Bachelor of 10 M. Tandon Commercial Commerce, Pune University

Ms. Dipti A. V.P., 28 B.E.,CE, 7 Motiani Operations Nirma University, M.S. in Electrical & Computer Engineering from CMU, USA

Name Date of Last Remuneration Joining Employment (in Rs)

6 7 8

Ashok V 30.09.1992 Nil 4,524,830

Mayank R. 01.11.2002 Director, 1,992,500 Agrofoyer Solutions Private Limited

Mrs. Priyanka 01.04.2000 Nil 1,320,000

Ms. Dipti A. 27.01.2009 PDF 949,060 Solutions Inc.,USA

Note: *The Company received approval of the Ministry of Corporate Affairs, Government of India, on 28th April, 2010 for increasing the remuneration of Ms. Dipti A Motiani of Rs 15,00,000/- per annum with effect from 29.09.2009.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm the following:

1. In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. Your Directors have selected such accounting policies which are reasonable and prudent and applied them consistently. They have made judgments and estimates, so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2010.

3. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the attached statements of accounts for the year ended 31st March, 2010 on a going concern basis.

ENERGY CONSUMPTION:

Total energy consumption and energy consumption per unit of production are as under :

2009-2010 2008-2009

1. Electricity

a) Purchased

Units Kwh 1,079,134 296,710

Total amount Rs 6,604,180 1,725,648

Rate / Unit Rs 6.12 5.82

b) Own Generation through Diesel Generator Set

Units

Diesel

Quantity Ltrs 35,700 21,997

Total Amount Rs 1,344,032 748,344

Average rate Rs 37.65 34.02

c) Coal and other Fuels

Units Kgs 182,690 -

Total Amount Rs 902,362 -

Rate/Unit Rs 4.94 -

TECHNOLOGY ABSORPTION AND ENERGY CONSERVATION:

The Company has a continuous focus on energy conservation. Regular studies are conducted to analyze quantitative energy conservation patterns and variances are rigorously scrutinized. The Company regularly benchmarks its energy conservation levels and consistently works towards improving efficiencies.

FOREIGN EXCHANGE EARNING AND OUTGO:

Foreign Exchange earning during the year amounts to Rs 453,343,615 (Pr Yr. Rs 375,395,387) and Foreign Exchange outgoing during the year amounts to Rs 118,626,796 (Pr. Yr. Rs 92,335,419)

CORPORATE GOVERNANCE:

The Company has adopted Corporate Governance practices and has complied with all the mandatory requirements as specified under clause 49 of the Listing Agreement. As required under the listing agreement, a separate Report on Corporate Governance forms part of this Annual Report. The certificate from statutory Auditors of the Company regarding compliance of conditions of Corporate Governance is annexed.

The Board of Directors supports the basic principles of corporate governance. In addition to this, the Board lays strong emphasis on transparency, accountability and integrity.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreement with Stock Exchanges, a management discussion and analysis report is appended to the Annual Report.

FORMATION OF VARIOUS COMMITTEES:

Details of various committees constituted by the Board of Directors are given in the Corporate Governance Report annexed which is a part of this report.

SECRETARIAL AUDIT REPORT:

As a good Corporate Governance practice, the Board of Directors of the Company appointed M/s. R.S. Sharma & Associates, Ahmedabad, Practicing Company Secretary, to conduct Secretarial Audit of the Company. The Secretarial Audit report for the year ended on 31st March, 2010 is provided in the Annual Report.

AUDITORS’ & AUDITORS’ REPORT:

M/s. Mayank Shah & Associates, Chartered Accountants, retire at the forthcoming Annual General Meeting and have confirmed their eligibility and willingness to accept the office, if re-appointed.

Notes forming part of the accounts are self explanatory and therefore, do not require any further comments.

APPRECIATION:

The Board places on record the appreciation of the sincere and devoted services rendered by all the employees and the continued support and confidence of the customers. The Board expresses special thanks to progressive farmers of Maharashtra who have worked hard to achieve International Standards in the quality of their produce. The Board also expresses its sincere thanks to Axis Bank Ltd., The Royal Bank of Scotland N.V. (formerly known as ABN Amro Bank B.V.) and their officers, Agricultural and Processed Food Products Export Development Authority (APEDA), Ministry of Food Processing Industry (MFPI) and all other well wishers, for their timely support.

Date : 18-08-2010 By order of the Board

Regd. Office : For Freshtrop Fruits Ltd., A-603, Shapath IV, Opp. Karnavati Club, S G Road, Ashok V. Motiani Ahmedabad - 380 015 Chairman & Managing Director