Chothani Foods Ltd Directors Report

To The Members CHOTHANI FOODS LIMITED

The Directors take pleasure in presenting the 13th Annual Report together with the Audited Financial Statements for the Year ended 31st March, 2026.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Particulars	Financial Year ended 31/03/2026 (in Lakhs)	Financial Year ended 31/03/2025 (in Lakhs)
Revenue from Operations	833.00	800.20
Other Income	2.18	1.11
Total Income	835.18	801.32
Cost of materials consumed	-	-
Purchase of Stock-in Trade	815.86	904.80
Changes in inventories of Finished Goods, WIP, and Stock in Trade	(124.42)	(243.25)
Employee Benefit Expenses	38.53	37.72
Finance Cost	22.82	19.63
Depreciation and Amortisation Expenses	4.52	4.97
Other Expenses	62.54	59.01
Total Expenses	819.85	782.88
Current Income Tax	3.90	4.20
Deferred Tax Liability	(0.06)	0.61
Tax related to earlier years	0.16	0.02
Extra-ordinary Items	NIL	NIL
Net Profit/(Loss) After Tax	11.33	13.61
Profit/(Loss) carried to Balance Sheet	11.33	13.61

FINANCIAL HIGHLIGHTS

During the year, the net profit from operations of your Company is Rs.11.33/- Lakhs as compared to Rs. 13.61/- Lakhs in last financial year.

CAPITAL STRUCTURE

The Authorized Share Capital of your Company as on 31st March, 2026, stood at Rs. 10,50,00,000/- (Indian Rupees Ten Crores Fifty Lakhs Only), comprising of 1,05,00,000 Equity Shares (One Crore Five Lakhs) of Rs. 10/- each.

As on 31st March, 2026, the issued, subscribed and paid up share capital of your Company stood at Rs. 10,36,00,000 (Rupees Ten Crores Thirty Six Lakhs Only), comprising of 1,03,60,000 Equity Shares (One Crores Three Lakhs Sixty Thousand) of Rs. 10/- each.

DIVIDEND

No dividend is being recommended by the Directors for the year ending on 31st March, 2026 as the Board of Directors want to plough back the profit in the business.

DEPOSITS

During the year under review, your company has not accepted any deposits from the public and therefore no information is required to be furnished in respect of outstanding deposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the Companys business during the financial year.

NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE HOLDING, SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

This clause is not applicable as the Company has no holding, subsidiaries, joint ventures or associate company.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

RISK MANAGEMENT POLICY

To identify, assess and manage risks effectively, the company has developed a Risk Management Policy. The same is uploaded on the website of the Company at http://www.chothanifoodslimited.com/

100% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite Agreement with NSDL and CDSL for providing demat facilities to its shareholders and KFin Technologies Limited continue to be our Registrar and Share Transfer Agent.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into and defined under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interests of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions were required to be reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. All related party transactions were placed before the Audit Committee for approval. The Policy on related Party transactions as approved by the Board is uploaded on the Companys website at: http://www.chothanifoodslimited.com/wp-content/uploads/2026/05/RPT-Materiality-Policy-1.pdf.

Further, we draw your attention to Note No. 27 of the Financial Statements of the Company for details of related party transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts, which would impact the going concern status of the Company and its future operations.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ALONG WITH DETAILS OF APPOINTMENT & RESIGNATION DURING THE YEAR

During the Financial Year 2025-26, the Board of the Company comprises of the following directors;

Sr No	Name	DIN	Designation
1	Neeraj Ashok Chothani	06732169	Managing Director & CFO
2	Sunil Chothani	06732173	Whole Time Director
3	Monika Jitendra Thanvi (appointed as Independent Director w.e.f 14th November, 2025)	11267737	Independent Director
4	Ashok Shivji Chothani	06732163	Director
5	Monil Ashok Chothani	07978664	Director
6	Raviprakash Narayan Vyas	07893486	Independent Director
7	Mansi Dave (ceased to be independent Director w.e.f 14th November, 2025)	07663806	Independent Director

The composition of the Board is in accordance with the provisions of Section 149 of the Act. No Director holds directorship in more than twenty companies or ten public companies.

Mrs. Monika Jitendra Thanvi was appointed as an Independent Director of the Company with effect from 14th November, 2025, pursuant to the approval of the shareholders at their meeting held on 02nd September, 2025. Further, the term of Mrs. Mansi Dave as an Independent Director of the Company expired with effect from 14th November, 2025.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 and Articles of Association, Mr. Ashok Shivji Chothani, Director (DIN: 06732163), Director of the Company is liable to retire by rotation at the ensuing 13th AGM and being eligible has offered himself for re-appointment. The Board of Directors have recommended the re-appointment of Mr. Ashok Shivji Chothani. The ordinary resolution in respect of re-appointment of Mr. Ashok Shivji Chothani has been included in the Notice convening the 13th AGM of the Company. Necessary details for re-appointment as required under the Act is given in the notice of ensuing Annual General Meeting.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following were Key Managerial Personnel of the Company as on March 31, 2026:-

1. Neeraj Ashok Chothani, Managing Director & CFO2. Sunil Chothani, Whole Time Director3. Krutika Bhanushali, Company Secretary and Compliance Officer

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR(S)

In accordance with the provisions of Section 149(7) of the Act, all the Independent Directors of the Company as on 31st March, 2026 have given their declarations to the Board that they meet the criteria of independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the SEBI Listing Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the Independent Directors databank maintained by the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, no loans were made or guarantees were given or investments were made.

TRANSFER TO RESERVES

Your Company has transferred current years net profit of Rs. 11.33 Lakhs to Surplus account during the financial year under review. There was no amount transferred to General Reserve.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, 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 its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution in decision making, contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and advice in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of independent directors, performance of non-independent directors, Chairman and the Board as whole was evaluated, taking into account the views of executive and non-executive directors.

The evaluation was done in accordance with the framework and criteria laid down by the NRC. Performance evaluation of independent directors was done by the entire board, excluding the independent directors being evaluated.

MEETING OF BOARD OF DIRECTORS

A) Number of Board Meetings in the year

During the year, 04 meetings of the Board of Directors were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Sr. No.	Date on which board Meetings were held
1.	29th May, 2025
2.	02nd September, 2025
3.	13th November, 2025
4.	13th February, 2026

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No.	Name of Director	Category of Director	No. of Board Meetings attended	Attendance at the last AGM	No. of Committee which he/she is a Member/ Chair Person (as on 31.03.2026)
1	Neeraj Ashok Chothani (DIN: 06732169)	Managing Director (Executive)	4	Yes	Member in Two Committees
2	Ashok Shivji Chothani (DIN: 06732163)	Chairman & Director (Executive)	4	Yes	Not member in any committee
3	Sunil Shivji Chothani (DIN: 06732173)	Whole-time Director (Executive)	4	Yes	Not member in any committee
4	Monil Chothani (DIN: 07978664)	Director (Non-Executive, Non Independent Director)	4	Yes	Member in one Committee
5	Monika Jitendra Thanvi (DIN: 11267737)	Independent Director (Non-Executive)	1	Yes	Chairperson in all three committees w.e.f 14th November, 2025
6	Raviprakash Narayan Vyas (DIN: 07893486)	Independent Director (Non-Executive)	4	Yes	Member in all three committees
7	Mansi Dave (DIN: 07663806)	Independent Director (Non-Executive)	3	Yes	Chairperson in all three committees till 14th November, 2025

COMMITTEES

There are three Committees constituted as per Companies Act, 2013, which are as follows:

A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholders & Relationship Committee

A. Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring financial reporting, reviewing the financial statement and statement of cash flow and reviewing the Companys statutory and internal audit activities. The terms of reference of the Committee are in line with the regulatory requirements mandated by the Companies Act, 2013.

During the year, four (4) Audit Committee meetings were held on 29-05-2025, 02-09-2025, 11-2025 and 13-02-2026.

Further, the tenure of Mrs. Mansi Harsh Dave as an Independent Director of the Company expired with effect from 14.11.2025. Consequent upon the appointment of Mrs. Monika Jitendra Thanvi as an Independent Director with effect from 14.11.2025, the Board, at its meeting held on 02.09.2025, approved the reconstitution of the Audit Committee by designating Mrs. Monika Jitendra Thanvi as the Chairperson of the Committee, with such reconstitution taking effect from 14th November, 2025. Accordingly, the constitution of the Audit Committee and the attendance of its members during financial year 2025-26 are set out below:

Sr. No.	Name	Designation	Position in committee	No. of Meetings Attended
1	Mrs. Mansi Harsh Dave (ceased as member w.e.f. 14th November, 2025)	Independent Director	Chairperson	3
2	Mr. Raviprakash Narayan Vyas	Independent Director	Member	4
3	Mr. Neeraj Ashok Chothani	Managing Director	Member	4
4	Mrs. Monika Jitendra Thanvi (appointed as member w.e.f. 14th November 2025)	Independent Director	Chairperson	1

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board in overseeing the method, criteria and quantum of compensation for directors and key managerial personnel based on their performance and assessment criteria. The Committee formulates the criteria for evaluation of the performance of Independent Directors & the Board of Directors; identifying the persons who are qualified to become directors, and who may be appointed in senior management and recommend to the Board their appointment and removal. The terms of reference of the Committee are in line with the regulatory requirements mandated by the Companies Act, 2013.

During the year, two (2) Nomination & Remuneration Committee meetings were held on 29-05-2025 and 02-09-2025.

Further, the tenure of Mrs. Mansi Harsh Dave as an Independent Director of the Company expired with effect from 14.11.2025. Consequent upon the appointment of Mrs. Monika Jitendra Thanvi as an Independent Director with effect from 14.11.2025, the Board, at its meeting held on 02.09.2025, approved

the reconstitution of the Nomination and Remuneration Committee by designating Mrs. Monika Jitendra Thanvi as the Chairperson of the Committee, with such reconstitution taking effect from 14th November, 2025. Accordingly, the constitution of the Nomination and Remuneration Committee and the attendance of its members during FY 2025-26 are set out below:

Sr. No.	Name	Designation	Position in committee	No. of Meetings Attended
1	Mrs. Mansi Harsh Dave (ceased as member w.e.f. 14th November 2025)	Independent Director	Chairperson	2
2	Mr. Raviprakash Narayan Vyas	Independent Director	Member	2
3	Mr. Monil Ashok Chothani	Non-Executive Director	Member	2
4	Mrs. Monika Jitendra Thanvi (appointed as member w.e.f 14th November 2025)	Independent Director	Chairperson	0

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.

The details of Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at http://www.chothanifoodslimited.com/wp-content/uploads/2026/05/Nomination-Remuneration-Policy.pdf

C. Stakeholders Relationship Committee

The Committee evaluates the efficacy with which services as mandated statutorily are extended to the Shareholders/Investors of the Company. The Committee periodically reviews the services as rendered to the Shareholders particularly with the redressal of complaints/grievances of Shareholders like delay in transfer of shares, non-receipt of Annual Report etc. The terms of reference of the Committee are in line with the regulatory requirements mandated by the Companies Act, 2013.

During the year, one (1) Stakeholders Relationship Committee meeting was held on 13-02-2026.

Further, the tenure of Mrs. Mansi Harsh Dave as an Independent Director of the Company expired with effect from 14.11.2025. Consequent upon the appointment of Mrs. Monika Jitendra Thanvi as an Independent Director with effect from 14.11.2025, the Board, at its meeting held on 02.09.2025, approved the reconstitution of the Stakeholders Relationship Committee by designating Mrs. Monika Jitendra Thanvi as the Chairperson of the Committee, with such reconstitution taking effect from 14th November, 2025. Accordingly, the constitution of the Stakeholders Relationship Committee, and the attendance of its members during FY 2025-26 are set out below:

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

LISTING WITH STOCK EXCHANGES

The Company continues to be listed on BSE Limited (BSE). The Company has paid the Annual Listing Fees for the year 2026-27 to BSE respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(A) Conservation of Energy:

(i) the steps taken or impact on conservation of energy;	Measures will be initiated for conservation of energy
(ii) the steps taken by the company for utilizing alternate source of energy;	The Company shall consider on adoption of alternate source of energy as and when the need arises.
(iii) the capital investment on energy conservation equipment	NIL

(B) Technology Absorption:

(i) the efforts made towards technology absorption;	NIL
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- (a) the details of technology imported; (b) the year of import; (c) whether the technology been fully absorbed; (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and	NIL
(iv) the expenditure incurred on Research and Development during the year 2025-26.	NIL

(C) Foreign Exchange Earnings and Outgo:

(i)	The Foreign Exchange earning in terms of actual inflows	NIL
(ii)	The Foreign Exchange outgo during the year in terms of actual outflows	NIL

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a Board approved Code of Conduct to regulate, monitor and report trading by insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information which is placed on the website of the Company. The weblink for the same is mentioned below: http://www.chothanifoodslimited.com/wp-content/uploads/2026/05/Code-of-Conduct.pdf http://www.chothanifoodslimited.com/wp-content/uploads/2026/05/Code-of-Practices-and Procedures-forFair-Disclosure.pdf

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31st March, 2026 as per Section 133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

EXPLANATION/COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE IN AUDITORS REPORT, SECRETARIAL AUDIT REPORT

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2025-26.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2025-26.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Auditors have not reported any fraud(s) during the financial year under review.

INTERNAL AUDIT REPORT

The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a periodic basis to independently validate the existing controls. Internal Audit Reports are regularly reviewed by the management and corrective action is initiated to strengthen controls and enhance the effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of management actions and the progress of implementation of recommendations.

Internal Audit of the Company is carried out on a regular basis to check the internal controls and functioning of the activities and recommend ways of improvement and the reports are placed before the Audit Committee and Board for review and consideration. The Audit Committee also reviews the adequacy and effectiveness of internal controls.

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the website of the Company at http://www.chothanifoodslimited.com/investors/annual-return/

AUDITORS

(I) Statutory Auditors

Gupta Rustagi & Co., Chartered Accountants (Firm Registration No: 128701W) was appointed as the statutory auditors of the Company, to hold office for a term of five consecutive years from the conclusion of the 11th AGM of the Company held on September 30, 2024, till the conclusion of AGM to be held in the year 2029, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sharatkumar Shetty & Associates, Practicing Company Secretary, were appointed as Secretarial Auditors of the Company for the Financial year 2025-26. The Secretarial Audit report of the Secretarial Auditor is enclosed as "Annexure-I to this Report".

(III) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, on recommendation of the Audit Committee, the Board had appointed M/s. B Chothani & Associates, Chartered Accountants, as Internal Auditor of the Company to conduct Internal Audit of the various areas of operations and records of the Company for the Financial Year 2025-26.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

DISCLOSURE OF EMPLOYEES AND MANAGERIAL REMUNERATION

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure-II forming part of this Annual Report.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of Rs. 60 Lacs during the financial year 2025-26.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review is annexed as a part of this Annual Report as "Annexure-III".

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures which also covers adherence to the Companys policies for safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures. The Companys internal financial control system is commensurate with its size, scale and complexities of its operations.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Policy on vigil mechanism i.e. whistle blower policy may be accessed on the Companys website at http://www.chothanifoodslimited.com/wp-content/uploads/2026/05/Vigil-Mechanism-or-Whistle-Blower-Mechanism.pdf

The policy provides for a framework and process, for the employees and directors to report genuine concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and unethical behavior to the Chairman of the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that Secretarial Standards issued by Institute of Company Secretaries of India, have been complied with.

DISCLOSURES AS PER SCHEDULE V OF THE COMPANIES ACT, 2013

Name of the Director	Sunil Chothani	Neeraj Ashok Chothani	Ashok Shivji Chothani
Salary & Allowance	Upto 15,00,000/- per annum (Rs. 7.20 lakhs paid for FY 25-26)	Upto 15,00,000/- per annum (Rs. 8.40 lakhs paid for FY 25-26)	Upto 15,00,00/- per annum (Rs. 7.20 lakhs paid for FY 25-26)
Perquisites	Nil	Nil	Nil
Commission	Nil	Nil	Nil
Service Contract/ Tenure	As mutually agreed	As mutually agreed	As mutually agreed
Performance linked incentive	Nil	Nil	Nil
Notice Period	As mutually agreed	As mutually agreed	As mutually agreed
Severance Fees	Nil	Nil	Nil
Stock Option	Nil	Nil	Nil
Pension	Nil	Nil	Nil

SEXUAL HARASSMENT

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on prevention, prohibition and

redressal of sexual harassment at workplace. This has been widely communicated internally. Your Company has constituted Internal Complaints Committee to redress complaints relating to sexual harassment at its workplaces. The Company has not received any complaints relating to sexual harassment during financial year 2025-26.

The details of number of Sexual Harassment Complaints are as mentioned below:

Sr No.	Particulars	Number of Complaints
1.	Number of Sexual Harassment Complaints received	0
2.	Number of Sexual Harassment Complaints disposed off	0
3.	Number of Sexual Harassment Complaints pending beyond 90 days.	0

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, your Company has neither filed any application nor has any proceedings pending under The Insolvency and Bankruptcy Code, 2016 (31 of 2016). Thus, Section 134 (3) of the Act read with sub clause xi of sub rule 5 of Rule 8 of the Companies (Accounts) Rules 2014, is not applicable to the Company.

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 ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not done any one time settlement for loans taken from banks or financial institutions. Thus, Section 134 of the Act read with clause xii of sub rule 5 of Rule 8 of the Companies (Accounts) Rules 2014, is not applicable to the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend account for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account/ unclaimed suspense account at the beginning and at the end of the financial year 2025-26.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF THE LISTING REGULATIONS

During the year under review, the Company did not raise any funds through preferential allotment or qualified institutions placement. Accordingly, the disclosure requirements under Regulation 32(7A) of the SEBI Listing Regulations were not applicable to the Company.

STATEMENT REGARDING COMPLIANCE WITH THE APPLICABLE PROVISIONS RELATING TO MATERNITY BENEFITS UNDER THE CODE ON SOCIAL SECURITY, 2020

The provisions relating to maternity benefits, as applicable under the Code on Social Security, 2020, are not applicable to the Company, as the number of employees of the Company is below the prescribed threshold limit under the applicable provisions.

GENERAL

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

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

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme and ESOS.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort put in and co-operation extended by bankers, shareholders, employees at all levels and all other associated persons, bodies or agencies for their continued support.

Date: September 03, 2026

Place: Mumbai

For Chothani Foods Limited