Chatha Foods Ltd Directors Report

To the Members,

The Board of Directors are pleased to present the 29th Board Report of Chatha Foods Limited (CIN: L15310PB1997PLC020578 (“the Company”), together with the Audited Standalone and Consolidated Financial Results for the Financial Year ended March 31, 2026.

1. Financial Results:

The Companys financial performance for the year under review, along with previous years figures are given hereunder:

(Rs. in Lakhs)

Particulars	Consolidated		Standalone
	FY2026	FY 2025	FY 2026	FY 2025
Revenue from Operations	16,572.33	15,716.59	16,579.66	15,716.59
Other Income	39.18	114.47	35.38	114.47
Total Income	16,611.51	15,831.05	16,615.04	15,831.05
Total Expenses	15,744.10	15,000.11	15,717.58	15,000.11
Profit before exceptional and extraordinary items	867.41	830.95	897.46	830.95
Exceptional items	-	-	-	-
Extraordinary items	-	-	-	-
Profit before tax	867.41	830.95	897.46	830.95
Current Tax	240.61	257.48	240.60	257.48
Current tax - earlier years	(11.56)	-	(11.56)	-
Deferred tax	(1.13)	(32.69)	(1.13)	(32.69)
Minimum Alternate Tax (MAT) credit entitlement	-	-	-	-
Profit for the year	639.50	606.15	669.55	606.15

2. State of Companys Affairs and Review of Operations:

Standalone Performance

During the financial year under review, the Company recorded revenue from operations of 16,579.66 lakhs on a standalone basis for FY 2025-26, as compared to 15,716.59 lakhs in FY 2024-25, reflecting a growth of 5.49%.

The Companys Profit Before Tax (PBT) for FY 2025-26 stood at 897.46 lakhs, compared to 830.95 lakhs in the previous financial year. Profit After Tax (PAT) increased to 669.55 lakhs from 606.15 lakhs in FY 2024-25, demonstrating an improvement in the Companys overall financial performance.

Consolidated Performance

On a consolidated basis, the Company reported revenue from operations of 16,572.33 lakhs for the financial year ended March 31, 2026.

The consolidated Profit Before Tax (PBT) for FY 2025-26 stood at 867.41 lakhs, while the consolidated Profit After Tax (PAT) was 639.50 lakhs.

Since the Company has prepared consolidated financial statements for the first time during FY 2025-26, comparative consolidated financial figures for the previous financial year are not available.

3. Change In the Nature of Business, If Any:

During the year under review, the Company continued to carry on its core business of manufacturing and supplying processed meat and ready to eat products across India. There was no change in the nature of the Companys business activities during the financial year.

4. Dividend:

In order to conserve resources for the Companys future growth, expansion plans, and operational requirements, the Board of Directors has decided not to recommend any dividend for the financial year ended March 31, 2026.

5. General Reserves:

During the year under review, the Company has not transferred any amount to the General Reserves for the financial year ended March 31, 2026, in order to retain earnings for meeting its operational and business requirements.

6. Share Capital:

Authorised Share Capital

During the financial year under review, there was no change in the Authorised Share Capital of the Company. The Authorised Share Capital of your Company as on March 31, 2026 is Rs. 25,00,00,000/- (Rupees Twenty-Five Crore only) comprising of 2,50,00,000 (Two Crore Fifty lacs only) equity shares of the face value of Rs 10 (Ten Rupees).

Issued and Paid-up Capital

During the financial year under review, the Paid-Up share capital of your Company as on March 31, 2026 is Rs. 24,08, 18,790/- (Rupees Twenty-four Crore Eight Lakh Eighteen Thousand Seven Hundred and Ninety Only) divided into 2,40,81,879 (Two Crore Forty Lacs Eighty-One Thousand Eight Hundred and Seventy-Nine) of the face value of Rs 10 (Ten Rupees) each.

There was no change in the share capital of the Company during the financial year under review, and the capital structure remained unchanged throughout the year.

7. Directors and Key Managerial Personnel:

The leadership framework of any company is built upon its Board of Directors and Key Managerial Personnel (KMP). Together, they guide the organization toward achieving its strategic goals while maintaining regulatory compliance and ethical standards.

a) Composition of Board:

The Board of Directors of the company comprises of 6 (Six) Directors, consisting of 1 (One) Managing Director, 2 (Two) Whole-Time Directors, and 3 (Three) Non-Executive Independent Directors including 2(Two) Independent Women Director. The constitution of the Board of the Company is in accordance with the provisions of the Companies Act, 2013.

During the financial year under review, following changes were made in the composition of Board of Directors of the Company: -

S.no.	Name	DIN	Designation	Date of Resignation/Appoin tment	Nature of Change
1.	Divya Babel	11590210	Non-Executive Independent Director (Additional Director)	March 11, 2026	Appointment
2.	Sanjiv Swarup	00132716	Non-Executive Independent Director	February 12, 2026	Resignation

The Board of Directors of your Company comprises of the following Directors, as on March 31, 2026: -

S. No.	Name of the Director	Designation
1.	Mr. Paramjit Singh Chatha	Chairman & Managing Director
2.	Mr. Gurpreet Chatha	Whole-time director
3.	Mr. Gurcharan Singh Gosal	Whole-time director
4.	Mr. Purnachand Upadrashta	Non-Executive Independent Director
5.	Ms. Chinmayee Swarup Deulgaonkar	Non-Executive Independent Director
7.	Ms. Divya Babel	Non-Executive Independent Director (Additional Director)

b) Director retiring by rotation:

Pursuant to section 149(13) of the Act and Articles of Association of the Company, all Directors except Independent Directors are liable to retire by rotation.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gurcharan Singh Gosal (DIN: 01389179), Whole-time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (”AGM”) and, being eligible, has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended his re-appointment for the approval of the Members at the ensuing AGM.

Such retirement and re- appointment of the Whole-Time director does not affect his appointment as a Whole-Time director of the Company and he shall continue to hold their office as a Whole-Time director from the date of original appointment.

A brief profile of Mr. Gurcharan Singh Gosal and other requisite details, as required under the Companies Act, 2013 and applicable regulations, are provided in the Notice convening the AGM.

c) Key Managerial Personnel (KMP:

During the financial year under review, there has been no change in the composition of the Key Managerial Personnel (KMP) of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on March 31, 2026 are as follows: -

S.no	Name of the Key Managerial Personnel	Designation
1. M	MMr. Paramjit Singh Chatha	Managing Director
2. M	MMr. Gurpreet Chatha	Whole Time Director
3. M	MMr. Gurcharan Singh Gosal	Whole Time Director
4. M	MMr. Vishal Singh Sirmauria	Chief Financial Officer
5. M	MMs. Priyanka Oberoi	Company Secretary & Compliance Officer

As on date of Board report, The Board of Directors in their meeting held on May 18, 2026 appointed Mr. Kulbeer Walia, Chief Accounts Officer, as a Key Managerial Personnel of the Company.

d) Disclosures by Directors:

The Board of Directors have submitted their notice of interest in Form MBP 1 under Section 184(1) as well as Declaration by Directors in Form DIR 8 under Section 164(2) of the Companies Act, 2013 and other relevant declarations as to compliance with the Companies Act, 2013.

e) Independence & Other Matters Pertaining to Independent Directors

The Independent Directors are Non-Executive Directors as defined under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act. The Company has received requisite declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014.

Following are the Non-Executive Independent Directors as on financial year ended March 31, 2026: -

1. Mr. Purnachand Upadrashta

2. Ms. Chinmayee Swarup Deulgaonkar

3. Ms. Divya Babel

In pursuance of Secretarial Standard -1 and Schedule IV of the Companies Act, 2013 the Independent Directors of the Company has conducted a meeting dated March 23, 2026 without presence of non- independent director where they reviewed the performance of all non-independent director of the Company and the board as a whole, reviewed the performance of the Chairman of the Company and assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

f) Number of Meetings of the Board of Directors

The Board meets at regular intervals to discuss and decide the business policy and strategies of the Company. The date of meetings of the Board of Directors are informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board meetings is circulated in accordance with the provisions of the Secretarial Standard on meetings of the Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The agenda for the Board meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the period under review, 9 (Nine) Meetings of the Board of Directors were held on April 07, 2025, May 16, 2025, August 06, 2025, October 24, 2025, November 12, 2025, November 20, 2025, December 16, 2025, March 11, 2026 and March 31, 2026.

The details of attendance of each Directors at the Board Meetings are given below;

Name of the Director	Meetings of Board of Directors and their attendance thereof
	07.04. 2025	16.05. 2025	06.08. 2025	24.10. 2025	12.11. 2025	20.11. 2025	16.12.2025	11.03.2026	31.03.2026
Mr. Paramjit Singh Chatha (Managing Director and Chairman)	x	V	x	x	V	x	x	x	V
Mr. Gurcharan Singh Gosal (Wholetime Director)	V	V	V	V	V	x	V	V	V
Mr. Gurpreet Chatha (Wholetime Director)	V	V	V	V	V	V	V	V	V
Mr. Purnachand Upadrashta (Non-Executive Independent Director)	V	V	V	V	V	V	V	V	V
Ms. Chinmayee Swarup Deulgaonkar (Non-Executive Independent Director)	x	V	V	V	V	x	V	V	V
*Mr. Sanjiv Swarup (Non-Executive Independent Director)	V	V	V	V	V	V	V
**Ms. Divya Babel (Non-Executive Independent Director)									V

(Note: *Mr. Sanjiv Swarup, Independent Director of the Company, tendered his resignation from the Board of Directors with effect from February 12, 2026.

**Ms. Divya Babel was appointed as a Non-Executive Independent Director of the Company with effect from March 11, 2026.)

The intervening gap between two consecutive meetings was within the maximum period mentioned under Section 173 of the Companies Act, 2013, Secretarial Standard on Board Meetings (SS-1).

8. Annual Evaluation of the Board

Pursuant to Section 134(3)(p) read with rule 8 of The Companies (Accounts) Rules, 2014 and applicable provisions of SEBI (LODR) Regulations 2015, A separate meeting of Independent Directors was held on March 23, 2026, without the presence of any Non-Independent Directors to discuss, inter-alia, the performances of Non-Independent Directors, the Board as a whole and the Chairman, taking into consideration the views of Executive Directors and Non-Executive Directors. The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated.

9. Dematerialization

As at March 31, 2026, the Equity Shares and Warrants of the Company are held in dematerialized form. The ISINs allotted to the Equity Shares and Warrants of the Company are INE0AH901011 and INE0AH913016, respectively.

10. Details of Subsidiary/Joint Ventures/Associate Companies

During the financial year, the Company incorporated a subsidiary company, namely Allana CF Foods Private Limited pursuant to a Joint Venture Agreement entered into with the joint venture partner(s). The Company holds 70% of the equity share capital of the subsidiary and, accordingly, the entity is treated as a subsidiary of the Company in accordance with the provisions of the Companies Act, 2013 and the applicable accounting standards.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Companys subsidiary(ies), along with their contribution to the overall performance of the Company, in Form No. AOC-1, is annexed as Annexure-A to this Report.

The financial statements of the subsidiary have been duly prepared and consolidated with those of the Company in accordance with applicable accounting standards and form an integral part of this Report.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company along with relevant documents and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company at Financial Results.

Your Company has formulated a Policy for determining Material Subsidiaries pursuant to the Listing Regulations. The said policy is available on the website of the Company at Policy for determining Material Subsidiary.

11. Committees of the Board

The Board has constituted various committees to focus on specific functional areas and to assist in the effective discharge of its responsibilities. These committees operate within the framework of authority delegated to them by the Board and are empowered to make informed decisions and recommendations on matters falling within their respective domains.

The Board of directors have constituted the following committees in respect of their roles and responsibilities: -

a. Audit Committee

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, to function in accordance with terms of reference specified by Board in writing in pursuance of sub-section (4) of section 177 of the Act.

During the financial year under review, the Audit committee of the company has conducted 7(Seven) meetings, on April 05, 2025, May 16, 2025, May 20, 2025, August 01, 2025, October 01, 2025, November 12, 2025 and January 31, 2026.

The composition of the Audit Committee and the details of meetings attended by its members are given below;

Name and Category of Members	Meetings and attendance of members thereof
	05.04.2025	16.05.2025	20.05.2025	01.08.2025	01.10.2025	12.11.2025	31.01.2026
Mr. Purnachan d Upadrashta (Chairman and (Non- Executive Independent Director)	V	V	V	V	V	V	V
Ms. Chinmayee Swarup Deulgaonkar (Non- Executive Independent Director)	V	V	V	V	V	x	V
Mr. Paramjit Singh Chatha (Managing Director)	x	V	x	x	x	V	x

During the year under review, the Board has accepted all recommendations of the Audit Committee and accordingly, no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

b. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013.

During the financial year, consequent to the resignation of Mr. Sanjiv Swarup from the Board of the Company, he ceased to be a member of the Nomination and Remuneration Committee. Thereafter, the Board reconstituted the Nomination and Remuneration Committee by appointing Ms. Divya Babel, Independent Director, as a member of the Committee with effect from March 11, 2026, in compliance with the applicable provisions of the Companies Act, 2013

During the financial year under review, the Nomination and Remuneration committee of the company has conducted 5(Five) meetings, on April 04, 2025, June 07, 2025, August 06, 2025, November 20, 2025 and December 16, 2025. The composition of the Committee underwent a change during the year consequent to the resignation of Mr. Sanjiv Swarup. The composition of the Committee and the details of attendance of its members at the meetings are provided below.

Name and Category of Members	Meetings and attendance of members thereof
	04.04.2025	07.06.2025	06.08.2025	20.11.2025	16.12.2025
Mr.Purnachand Upadrashta (Chairman and Non- Executive Independent Director)	V	V	V	V	V
Ms. Chinmayee Swarup Deulgaonkar (Non-Executive Independent Director)	V	V	V	x	V
*Mr. Sanjiv Swarup (Non-Executive Independent Director)	V	V	V	V	V
**Ms. Divya Babel (Non-Executive Independent Director

(Note: *Mr. Sanjiv Swarup, Independent Director of the Company, tendered his resignation from the Board of Directors with effect from February 12, 2026.

**Ms. Divya Babel was appointed as an Independent Director and members of NRC Committee with effect from March 11, 2026.)

The Nomination and Remuneration Committee (“NRC”) oversees the Companys nomination process for the Board of Directors and Senior Management. The Committee assists the Board in identifying, evaluating, and recommending individuals qualified for appointment as Executive Directors and Non- Executive Directors, and in determining the requisite qualifications, positive attributes, independence criteria, and capabilities for Independent Directors in accordance with the Companys Nomination and Remuneration Policy.

The Nomination and Remuneration Policy have been formulated pursuant to the provisions of Section 178(3) and 178(4) of the Companies Act, 2013. The Policy is available on the Companys websiteat https://www.cfpl.net.in/.

c. Stakeholders Relationship Committee

The Stakeholders Relationship Committee is duly constituted in accordance with the provisions of Section 178(5) of the Companies Act, 2013. The Stakeholders Relationship Committee conducted 1(One) meeting on March 30, 2026 during the financial year under review.

The composition of the Committee and the details of meetings attended by its members are given below;

Name and Category of Members	Meetings and attendance of members thereof
	30.03.2026
Mr. Purnachand Upadrashta (Chairman and Non-Executive Independent Director)	x
Mr. Paramjit Singh Chatha (Managing Director)	V
Mr. Gurpreet Chatha (Wholetime Director)	V

The Stakeholders Relationship Committee considers and resolves the grievances of the stakeholders including complaints relating to non-receipt of annual report, transfer and transmission of securities, issue of new/duplicate certificates, general meetings and such other Grievances as may be raised by the security holders and other stakeholders of the Company, from time to time.

12. Risk Management Policy

Your Company has an elaborated risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entitys objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companys enterprise-wide risk management framework; and (b) Overseeing that all the risk that the organization faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

13. Corporate Governance

The Company is committed to upholding the highest standards of corporate governance, rooted in the principles of transparency, accountability integrity, and fairness. However, Your Company, being listed on BSE SME segment, the provisions as regards Corporate Governance and related disclosures in the Annual Report are not applicable to it, as provided under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

14. Non-Applicability of the Indian Accounting Standards

As your Company being listed on SME Platform of BSE Limited, is covered under the exempted category as provided under the provision of Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111(E) on February 16th, 2015, and therefore, is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 1st, 2017.

15. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing as on date.

16. Auditors

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the members at the 26th Annual General Meeting appointed M/s A. Bafna & Co, Chartered Accountants (ICAI Firm Registration No. 003660C) as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years from the conclusion of 26th Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2028. Accordingly, the Statutory Auditors will hold office until the conclusion of 31st Annual General Meeting of the Company.

In terms of Section 139 and 141 of the Act and relevant Rules prescribed thereunder, M/s A. Bafna & Co, Chartered Accountants have confirmed that they are not disqualified from continuing as Auditors of the Company. The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI

Auditors Report

The Auditors Report on the financial statements of the Company for the financial year ended March 31, 2026 forms part of the Annual Report. The said report was issued by the Statutory Auditors with an unmodified opinion and does not contain any qualifications, reservations or adverse remarks. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3)(ca) of the Act is not applicable. The Audit Committee periodically reviews the independence of Auditors through quarterly affirmations, review of non-audit services, internal checks and balances to mitigate conflict of interest, etc.

Internal Financial Controls and its Adequacy

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures, and strives to maintain the standards in Internal Financial Control.

B. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, The Board of Directors of the Company, had appointed M/s Jaspreet Dhawan & Associates, Practicing Company Secretary (PCS No. 8545), as the “Secretarial Auditors” of the Company, to conduct the Secretarial Audit for the Financial Year 2026-27. The Company has received requisite consent and certificate of eligibility from Jaspreet Singh Dhawan, Practicing Company Secretary, confirming that he is not disqualified from being appointed as the Secretarial Auditor of the Company and he satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit Report submitted by M/s. Jaspreet Dhawan & Associates, the Secretarial Auditors, for the Financial Year 2025-26 is annexed as “Annexure-B” to this Boards Report. The reply to the observations of Secretarial auditors is attached as addendum to Director report. Further, During the year under review, the Secretarial Auditor has not reported any fraud under Section 143(12) of the Act and therefore disclosure of details under Section 134(3) (ca) of the Act is not applicable.

C. Appointment Of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/S D J N K & CO. (LLP), was appointed as an Internal Auditor of the Company for the Financial Year 2025-26.

M/S D J N K & CO. (LLP) conducted the internal audit of the Company during the year under review, and the Internal Audit reports were placed before the Audit Committee from time to time for its review, consideration and necessary recommendations.

D. Details in respect of frauds reported by auditors under sub-Section (12) of Section 143 of the Companies Act, 2013

During the year under review, there are no frauds were reported by the Statutory Auditors of the Company under Section 143 (12) of the Companies Act 2013.

17. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and to the date of the report

Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Board of Directors hereby states that the following material changes and commitments have occurred subsequent to the close of the financial year and up to the date of this Report, which may affect the financial position of the Company:

1. Appointment of Mr. Paramjit Singh Chatha as the Managing Director of the Allana CF Foods Private Limited, Subsidiary Company

The Board of Directors of Allana CF Foods Private Limited, subsidiary of Chatha Foods Limited, at their meeting held on March 31, 2026, approved the appointment of Mr. Paramjit Singh Chatha as the Managing Director of the company with effect from March 31, 2026.

2. Appointment of Mr. Kulbeer Walia as a Key Managerial Personnel of Chatha Foods Limited and Chief Financial Officer of Allana CF Foods Private Limited, Subsidiary Company

The Board of Directors of Chatha Foods Limited in their meeting held on May 18, 2026 approved the appointment of Mr. Kulbeer Walia, Chief Accounts Officer, as the Key Managerial Personnel of the Company with effect from May 18, 2026.

Further, In Accordance with the provisions of Section 203 of the Companies Act, 2013, The Board of Directors of Allana CF Foods Private Limited, Subsidiary Company, at their meeting held on May 20, 2026, approved the appointment of Mr. Kulbeer Walia as the Chief Financial Officer of the Company.

3. Allotment of 1,03,000 Equity Shares of Rs.10/- each pursuant to the conversion of 1,03,000 Warrants at an exercise price of Rs.95.25/- per warrant on June 22, 2026

The Board of Directors of the company vide resolution passed by circulation on June 22, 2026, inter alia, considered and approved Allotment of 1,03,000 (One Lakh Three Thousand) Equity Shares of a face value of Rs.10/-(Rupees Ten) each, upon conversion of 1,03,000 (One Lakh Three Thousand) Warrants at an exercise price of Rs.95.25/- (Rupees Ninety-Five decimal point two five only) each, being 75% of the Warrant issue price of Rs.127/-(Rupees One Hundred Twenty-Seven Only) per warrant aggregating to Rs. 98,10,750/- (Rupees Ninety-Eight Lakh Ten Thousand Seven Hundred and Fifty) to the allotees specified below:

Type	Name of the allottees, Address, PAN, email id.	No. of Warrants held	No. of Warrants applied for conversion into Equity Shares	No. of Equity Shares Allotted	No. of Warrants pending for conversion	Consideration received on conversion of respective warrants at Rs. 95.25/- exercise price
1.	Mr. Gurcharan Singh Gosal (Promoter) Address: SCF 305, Motor Market, Manimajra, Chandi- garh - 160101, India. PAN: AFHPG1190B Email Id: gosal.g8073@gmail.com	40,000	40,000	40,000	40,000	Rs. 38,10,000/-
1.	Mr. Iqbal Singh Chatha (Promoter Group) Address: House No 273, Mota Singh Nagar, Jaland- har, Punjab-144001, India PAN: ADLPC3087D Email Id: cfljalandhar@yahoo.co.in	79,000	63,000	63,000	16,000	Rs. 60,00,750/-
Total	1,19,000	1,03,000	1,03,000	16,000	Rs. 98,10,750/

The Company has only received Rs. 60,00,750/- from Mr. Iqbal Singh Chatha, towards the balance exercise consideration of Rs.95.25 per Warrant (being 75% of the issue price of Rs.127/-); pursuant to the receipt of funds, The Board has approved the conversion of 63,000 Warrants into 63,000 Equity Shares of face value of Rs.10/- each.

Further, the remaining Warrants shall be eligible for conversion upon receipt of the requisite exercise consideration from Mr. Iqbal Singh Chatha, subject to compliance with the terms and conditions of issue and within the prescribed due date i.e. August 13, 2026 for conversion of warrants.

4. Allotment of 16,000 Equity Shares of Rs.10/- each pursuant to the conversion of 16,000 Warrants at an exercise price of Rs.95.25/- per warrant on August 10, 2026

The Board of Directors of the company vide resolution passed by circulation on August 10, 2026, inter alia, considered and approved Allotment of 16,000 (Sixteen Thousand) Equity Shares of a face value of Rs.10/-(Rupees Ten) each, upon conversion of 16,000 (Sixteen Thousand) Warrants at an exercise price of Rs.95.25/- (Rupees Ninety-Five decimal point two five only) each, being 75% of the Warrant issue price of Rs.127/-(Rupees One Hundred Twenty-Seven Only) per warrant aggregating to Rs. 15,24,000/- (Rupees Fifteen Lakh Twenty-Four Thousand Only) to the allotees specified below:

Name of the allottees, Address, PAN, email Id.	No. of Warrants held	No. of Warrants applied for conversion into Equity Shares	No. of Equity Shares Allotted	No. of Warrants pending for conversion	Consideration received on conversion of respective warrants at Rs. 95.25/- exercise price
Mr. Iqbal Singh Chatha (Promoter Group) Address: House No 273, Mota Singh Nagar, Jalandhar, Punjab-144001, India PAN: ADLPC3087D Email Id: cfljalandhar@yahoo.co.in	16,000	16,000	16,000		Rs.15,24,000/-
Total	16,000	16,000	16,000	-	Rs.15,24,000/-

5. Investment in Allana CF Foods Private Limited

Subsequent to the closure of financial year, the Company continued its investment in Allana CF Foods Private Limited, a subsidiary in the nature of a joint venture, engaged in the manufacture and sale of ready-to-cook (RTC) and ready-to-eat (RTE) meat products.

The investment is in line with the Companys strategic objective of expanding its product portfolio, enhancing manufacturing capabilities, and strengthening its presence in domestic and international markets. The Joint Venture is expected to create long-term value through operational synergies, increased production capacity, and access to new business opportunities.

The Company remains committed to supporting the growth and development of the Joint Venture in accordance with its business plans and strategic objectives.

The particulars of the investment made in the Joint Venture after the closure of financial year are summarized below:

Name	Nature of Investment	Amount Invested and Shares subscribed	Percentage of Shareholding in Joint Venture
Allana CF Foods Private Limited (CIN: U56290PB2025PTC064144)	Allotment of Equity shares pursuant to right issue on July 02, 2026	Rs.1,19,67,000/-(Rupees One Crore Nineteen Lakh Sixty-Seven Thousand Only) divided into 11,96,700 (Eleven Lakh Ninety-Six Thousand Seven Hundred) Equity Shares of Rs.10/- each.	70%
Allana CF Foods Private Limited (CIN: U56290PB2025PTC064144)	Allotment of Equity shares pursuant to right issue on August 12, 2026	Rs.20,33,000/-(Rupees Twenty Lakh Thirty Three Thousand Only) divided into 2,03,300 (Two Lakh Thirty Three hundred) Equity Shares of Rs.10/- each.	51%

There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

6. Amendment in Shareholders Agreement with Frigorifico Allana Private Limited (JV Partner]

Subsequent to the end of the financial year, the Company entered into a Supplementary Agreement to the Shareholders Agreement dated August 7, 2026, with Frigorifico Allana Private Limited (“FAPL”), in relation to Allana CF Foods Private Limited (“JV Company”).

The Supplementary Agreement provides for the realignment of the shareholding pattern of the JV Company, pursuant to which the equity shareholding of Chatha Foods Limited (“CFL”) and FAPL shall be 51% and 49%, respectively. In connection with the aforesaid realignment, FAPL shall make further capital infusion in the JV Company through subscription to Equity Shares of up to Rs. 10.81 crore and CCPS of Rs. 0.79 crore. The Supplementary Agreement also provides for the reconstitution of the Board of the JV Company, comprising four Directors, with CFL and FAPL each having the right to nominate two Directors. The authorised share capital of the JV Company shall accordingly be increased to Rs. 42 crore, comprising Equity Share Capital of Rs. 41 crore and CCPS of Rs. 1 crore. There are no other material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

18. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future

During the year under review, there is no Significant Order passed by the Regulators or courts or Tribunals impacting the going concern status and Companys operations in future.

19. Deposits

During the year under review, Pursuant to Section 73 and 76 of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2014 the Company has not accepted any deposits and hence there were no outstanding deposits and no amount remains unclaimed with the Company as on March 31, 2026.

20. Particulars of Loans, Guarantees or Investments Under Section 186 of the Companies Act, 2013

Details of the loans, guarantees and investments, as required under Section 186 of the Companies Act, 2013, are provided as part of the notes to the financial statements of the Company. During the financial year under review, the Company had invested Rs.18,90,00,000 (Rupees Eighteen Crore Ninety Lakh only) by subscribing to 1,89,00,000 equity shares of Rs.10 each in Allana CF Foods Private Limited (CIN: U56290PB2025PTC064144), a subsidiary in the nature of a joint venture. Consequent to the said investment, the Company holds 70% of the equity share capital of Allana CF Foods Private Limited.

After the closure of financial year, the company has made following investment

Name	Nature of Investment	Amount Invested and Shares subscribed	Percentage of Shareholding in Joint Venture
Allana CF Foods Private Limited (CIN: U56290PB2025PTC064144)	Subscription to Equity shares through right issue	Rs.18,90,00,000/- (Rupees Eighteen Crore Ninety Lakh Only) divided into 1,89,00,000 (One Crore Eighty-Nine Lakh) Equity Shares of Rs.10/- each.	70%

During the year under review, the Company provided a corporate guarantee on behalf of Allana CF Foods Private Limited, to secure the term loan proposed to be availed by the Subsidiary Company. The corporate guarantee of Rs.15,00,00,000/- (Rupees Fifteen Crore Only) has been issued for a period of 54 months. Further, the Company has also provided a corporate guarantee of Rs. 5,00,00,000/- (Five Crore Only), which shall be renewed annually, to secure the working capital facilities availed by the Joint Venture.

21. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in “Annexure C”.

22. Particulars of contracts or arrangements with related parties

Pursuant to Section 188 of the Companies Act, 2013, all the related party transactions were conducted in the ordinary course of business and on an arms length basis. There were no materially significant related party transactions that could have a potential conflict with the interests of the Company at large. The details of related party transactions, as per the applicable Accounting Standards, have been appropriately disclosed in the notes to the Audited standalone and Consolidated financial results forming part of this Annual Report.

Accordingly, the disclosure of particulars of contracts or arrangements with related parties in Form AOC2, as required under Section 134(3) of the Companies Act, 2013, is not applicable. However, in line with the requirements of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, applicable to the Company with effect from April 1, 2025, the Board of Directors of the Company had, at its meeting held on May 16, 2025, adopted the Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions. Subsequently, the Board updated the said Policy at its meeting held on August 6, 2025, in line with the applicable regulatory requirements. The updated Policy is available on the website of the Company at https://www.cfpl.net.in/.

23. Details of application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application or proceeding has been pending under the Insolvency and Bankruptcy Code, 2016.

24. Details of difference between valuation amount on one time settlement and valuation while availing loan from bank and financial institutions

During the period under review, there was no instance of one-time settlement of loans/ financial assistance taken from Banks or Financial Institu- tions, hence the Company was not required to carry out valuation of its assets for the said purpose.

25. Corporate Social Responsibility

The Company remains fully committed to its Corporate Social Responsibility (CSR) and recognizes the importance of contributing towards the betterment of society. In alignment with the guidelines laid down under the Companies Act. 2013. the Company has adopted a proactive approach in integrating social, environmental, and ethical responsibilities into its business operations.

The Companys vision on CSR is to act as a responsible corporate citizen and make meaningful contributions toward building a healthier and more equitable society. The CSR initiatives of the Company are focused primarily on key areas such as education, healthcare, environmental sustain- ability. and other activities as prescribed under Schedule VII of the Companies Act. 2013.

During the financial year under review, the Company incurred CSR expenditure on the initiatives falling within the scope of activities specified in Schedule VII of the Companies Act, 2013. The detailed report on the CSR is herewith furnished in “Annexure D”.

26. Obligation of Company under the sexual harassment of women at workplace (Prevention. Prohibition and Redressal] Act. 2013

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013 ("POSH Act"), the Company has adopted a comprehensive internal policy to prevent and redress incidents of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of gender, designation, or employment status, and includes provisions for:

Constitution of an Internal Complaints Committee (ICC) at each office/unit with ten or more employees, as mandated under Section 4 of the Act.

A clearly defined grievance redressal mechanism, enabling aggrieved women to file complaints directly with the ICC.

Provision for escalation to the Board of Directors or designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a safe and inclusive work environment. The Management and Board of Directors together confirm a total number of complaints received and resolved during the year is as follows:

a. No. of Complaints received	Nil
b. No. of Complaints disposed	Nil
c. No. of cases pending for a period exceeding 90 days	Nil

The policy on Prevention of Sexual Harassment as approved by the Board is available on the Companys website viz: https://www.cfpl.net.in/.

27. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies Act. 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. disclosure pertaining to remuneration and other details are provided in “Annexure-E" which forms part to this Report.

28. Cost Records

During the year under review, the provisions relating to maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act. 2013 read with the Companies (Cost Records and Audit) Rules. 2014, were not applicable to the Company. Accordingly, the Company was not required to maintain cost records or appoint a Cost Auditor.

29. Cost Audit

During the year under review, the provisions relating to Cost Audit as specified under Section 148 of the Companies Act, 2013 read with the Compa- nies (Cost Records and Audit) Rules, 2014 were not applicable to the Company. Accordingly, the Company was not required to appoint a Cost Auditor.

30. Management Discussion and Analysis

In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obliga- tion and Disclosure Requirements) Regulations 2015, Management Disclosure and Analysis Report is attached separately which forms part of Annual report.

31. Statement of Compliance of Applicable Secretarial Standards

The Company has ensured compliance with the Secretarial Standard I & II with respect to Board Meetings and General Meetings, specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980, and as approved by the Central Government under Section 118(10) of the Companies Act, 2013.

32. Transfer of Amounts to Investor Education and Protection Fund

During the financial year, the Company had no funds lying unpaid or unclaimed which were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of the Companies Act, 2013 and the rules made thereunder.

33. Directors Responsibility Statement

Pursuant to sub-Section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained/ received from the operating management, your Directors make the following statement and confirm that:

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

b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

d) the directors have prepared the annual accounts on a going concern basis; and

e) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

f) proper internal financial controls were followed by the Company and such Internal financial controls are adequate and were operating effectively.

34. Annual Return

Pursuant to the provisions of Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return is available for inspection by the Members at the Registered office of the Company in the working hours and also on the website of the Company viz; https://cfpl.net.in/.

35. SEBI Complaints Redress System (SCORES)

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints; online upload of Action Take Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2025-26.

36. Details of the Complaint Received/Solved/Pending During the year

	Complaints received from	Complaints received	Complaints resolved	Complaints pending
1	Directly received from investors	NIL	NIL	NIL
2	SEBI SCORES	NIL	NIL	NIL
3	Stock Exchange	NIL	NIL	NIL
4	Others sources (if any)	NIL	NIL	NIL
	Total	NIL	NIL	NIL

37. Vigil Mechanism

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards the Company encourages the employees to raise their genuine concerns without fear of criticism. Therefore, Company has Vigil Mechanism and has established necessary framework to protect genuine whistle blowers, employees, third parties from any unfair treatment. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The same is hosted on the website of the Company viz. https://www.cfpl.net.in/.

During the year under review, the status of the concerns or complaints reported stands as follows: -

a. No. of concerns or complaints outstanding as at April 1,2025	Nil
b. No. of concerns or complaints received during the year	Nil
c. No. of concerns or complaints resolved during the year	Nil
d. No. of concerns or complaints outstanding as at March 31.2026	Nil

38. Prohibition of Insider Trading:

The Company has adopted Code of Conduct to regulate, Monitor and Report Trading by Designated Persons & Code of Practices and Procedures for fair disclosure of UPSI. in line with the provisions of the SEBI (Prohibition of Insider Trading) Regulations. 2015 as amended from time to time. The Company Secretary is the Compliance Officer for monitoring adherence to the said regulations. The same is hosted on the website of the Company viz. https://www.cfpl.net.in/.

39. Statement of Compliance under Maternity Benefit Act. 1961

The Company is in full compliance with the provisions of the Maternity Benefit Act. 1961 and rules made thereunder. The company ensures that all eligible women employees are granted maternity benefits including paid leave, protection against dismissal during maternity, and a safe working environment as prescribed under the Act.

We further confirm that no woman employee is engaged in tasks that may be harmful during pregnancy, and the company is committed to upholding the rights and welfare of its women employees in accordance with the applicable laws.

40. Acknowledgement

The Board of Directors wishes to place on record its sincere appreciation for the continued support, guidance, and cooperation received from the Central and State Government authorities, regulatory bodies, and other statutory agencies. The Board also acknowledges with gratitude the support and trust extended by the Companys stakeholders-shareholders, customers, dealers, suppliers, vendors, bankers, business associates, and partners, whose confidence has been integral to the Companys performance and growth during the financial year under review. The Directors further express their deep appreciation for the dedication, commitment, and hard work of all employees across the organization. Their efforts have been crucial in navigating challenges and driving the Companys progress. The Board remains confident of the continued goodwill, support, and partnership of all stakeholders in the years to come.

	For and on behalf of CHATHA FOODS LIMITED
	Sd/-	Sd/-
	Paramjit Singh Chatha	Gurpreet Chatha
	Managing Director	Whole Time Director
	DIN: 01154225	DIN: 01389143
Place: Mohali
Date: 25.08.2026