Euro India Fresh Foods Ltd Directors Report

*Figures regrouped and rounded off wherever necessary.

During the current year, your company recorded total revenue of 15,204 Lacs against 14,376 Lacs in the previous year, representing an increase of 5.76% during the year but Net Profit for the year 2025-26 stood at 497 Lacs as compared to 560 Lacs in financial year 2024-25 which has decreased by 11.25%.

The Board of Directors of your Company, after considering holistically the expansion plans along with aggressive marketing and distribution initiatives for future growth of the Company and accruing the benefits for its stakeholders, the Company has decided that it would be prudent, not to recommend any Dividend for year under review.

Company has not transferred any amount from profit to general reserve.

There is no balance lying in unpaid dividend account.

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return for FY 2025-26 is uploaded on the website of the company and the same is available at Web link:: https://www.euroindiafoods.com/investor/annual

After completion of financial year, on August 13^th, 2026 the Company has issued and allotted 4,64,410 equity shares on preferential basis to the persons covered under nonpromoter group category at the rate of 245/- per equity shares, which included premium of 235/- per equity share.

Consequent to the above issues, paid up share capital of the Company has been increased from 24,80,00,000/- consisting of 2,48,00,000 Equity Shares of 10/- each to 25,26,44,100/- consisting of 2,52,64,410 Equity Shares of 10/- each.

In addition to above, on August 07^th, 2026 company has also issued 19,30,000 convertible warrant to persons covered under Promoter and non-promoter group category at the rate of 245/- per equity shares, which included premium of 235/- per equity share.

Apart from these there are no Material changes occurred between the end of the financial year of the Company to which the financial statements related and the date of the report, which is affecting the financial position of the Company.

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

Your Company has incorporated the appropriate standards for corporate governance. The company has filed all the quarterly compliance reports on corporate governance within the due time line to the Stock Exchange, as specified in Regulation 27(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other Corporate Governance norms mentioned under the said regulation duly complied by the company.

Moreover, as per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 company has given the Corporate Governance Report together with the requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI LODR Regulations, forms an integral part of this Annual Report as in Annexure-I".

During the financial year under review, the Company has duly spent 2% of the average net profits of the three immediately preceding financial years in compliance with the provisions of Section 135 of the Companies Act, 2013.

The Chief Financial Officer of the Company has certified that the CSR expenditure for the Financial Year 2025-26 has been utilized for the purposes and in the manner approved by the Board of Directors. As part of its strong commitment to social responsibility and community well-being, the During the financial year under review, the Company has duly spent 2% of the average net profits of the three immediately preceding financial years in compliance with the provisions of Section 135 of the Companies Act, 2013.

The Annual Report on CSR activities is annexed as "Annexure XI" and forms part of this report.

Independence of Directors means as defined in Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following NonExecutive Directors are Independent:

1) Mr. Snehal Manjibhai Patel

2) Mr. Pareshkumar Bhupatbhai lathiya

3) Mrs. Geeta Dinesh Tejani

4) Mr. Rahil Vinodbhai Dhameliya

5) Mr. Chetan Babubhai Sutaria

6) Mr. Viralkumar Ramanlal Shah

There are currently three Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders Relationship Committee

Details of all the Committees, along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance, a part of this Annual Report.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy, apart from other Board business. The Board/Committee Meetings are prescheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The Board of Directors of the Company have met Seventeen (17) times in financial year 2025-26. The details are as below:

All Independent Directors (IDs) have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfil the conditions of independence, integrity, expertise and experience (including the proficiency) as specified in the act and the rules made thereunder and are independent of the management. The details terms of appointment of IDs are disclosed on the companys website with following link https://www.euroindiafoods.com/investor/ policies

In compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on 18^th March, 2026, without the attendance of Non-Independent Directors and members of management.

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Companies Act, 2013 and rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and schedule prescribed thereunder.

The questionnaire for Board evaluation was prepared taking into consideration various aspects of the Boards functioning such as understanding of Board members of their roles and responsibilities, time devoted by the Board to Companys long-term strategic issues, quality and transparency of Board discussions, quality, quantity and timeliness of the information flow between Board members and management, Boards

effectiveness in disseminating information to shareholders and in representing shareholder interests, Board information on industry trends and regulatory developments and discharge of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas emerging through this exercise and action plans to address these are in progress. The performance evaluation of the Non-Independent Directors including Chairman was carried out by the Independent Directors at a separate meeting of the Independent Directors on 18^th March, 2026. The Nomination and Remuneration Committee has further carried out evaluation of all Directors including Independent Directors. The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and the Board in their respective meetings.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is available on the Companys website https://www. euroindiafoods.com/investor/policies

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dipesh Dinesh Sanspara, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject to the approval of the Members of the Company.

The Board of Directors and Key Managerial Personnels (KMPs) of the Companies in accordance with the provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 (including any statutory modification(s) or re-enactment(s) for the time being in force) are as follows:

During the year under review none of the Directors have been disqualified under the various applicable provisions of Companies Act, or SEBI Act or SEBI (LODR) or any other applicable Acts.

The Company does not have any subsidiary, Joint Venture

and Associate Companies.

As stipulated in Section 134(3)(c) and 134(5) of the Companies

Act, 2013, your directors hereby confirm:

a) That in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that there are no material departures;

b) That 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 as at March 31, 2026 and of the profit and loss of the company for that period;

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

d) That the directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating; and

f) 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.

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties. All related party transactions were entered into only with prior approval of the Audit Committee and then approval of the Board of Directors and shareholders are being accorded wherever applicable. A statement of all related party transactions is presented before the Audit Committee on half yearly basis, specifying the nature, value and terms and conditions of the transaction. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature and the same are also reviewed/monitored on quarterly basis by the

Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, the Company has filed half yearly reports to the stock exchanges, for the related party transactions.

With reference to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188 of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; entered by the Company during the financial year, were in ordinary course of business and at arms length basis.

Details of the related party transactions made during the year are attached as Annexure-II in form AOC-2 for your kind perusal and information.

The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at https://www. euroindiafoods.com/investor/policies

A statement showing the names and other particulars of the employees falling within the preview of Rules 5(2) and 5(3) of the aforesaid rules are provided in the Annual Report.

M/s R P Vidani & Co., Chartered Accountants (Firm Registration No. 137610W) were appointed as Statutory Auditor of the Company for a term of 5 (Five) consecutive years, at the Annual General Meeting held on 30^th September, 2022. Thus, no further action is required in this regard.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has been internal Auditor of the Company for the Financial Year 2025-26. Internal Auditors are appointed by the Board of Directors of the Company on yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal Audit of the Company to the Audit Committee on a quarterly basis. The Scope of Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co., Chartered Accountant, Surat, as an Internal Auditor for the Financial Year 2025-26 in the Board meeting held on 26^th May, 2025, after obtaining their willingness and eligibility letter for appointment as Internal Auditor of the Company.

In compliance with the provisions of Section 204 of the Act read with rules framed thereunder and Regulation 24A of the SEBI Listing Regulations, 2015, M/s. Dhirren R. Dave & Co., Practicing Company Secretaries, Surat, having Firm Registration Number: P1996GJ002900 were appointed as Secretarial Auditors of the Company by the Members at their 16^th AGM held on 26^th September, 2025 for a term of five years commencing from financial year 2025-26 till the financial year 2029-30.

The Secretarial Auditors Report contain following qualification.

Discrepancies in the Financial Result quarter ended December 31, 2025 in which company mistakenly select the option under General info-reporting type and of Reporting quarter as half year due to which the appropriate fields for entering quarterly data were not displayed in the XBRL utility.

The Company subsequently provided an appropriate clarification to the Stock Exchange in respect of the said discrepancy. No revised filing was made and no further clarification was sought by the Stock Exchange in this regard. The Company has taken note of the matter and will exercise due care in future filings to avoid recurrence of such inadvertent errors.

The company has not accepted deposits from the public during the financial year under review within the meaning of Section 73 of the Act of the Companies Act 2013, read with Companies (Acceptance of Deposits) Rules, 2015.

During the year under review, the Company has neither granted any Loans nor given any Guarantees falling within the purview of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014.

Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

The Company has been exempted from reporting on Business Responsibility and Sustainability Report as per Regulation 34(2)(f) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 158 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rule, the activity of your company does not fall under any sectors as specified under Rule 3 of Companies (Cost Records and Audit) Rules, 2015 and hence, maintenance of cost records as well as the cost audit, as the case may is not applicable to the company for the Financial Year 2025-26.

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Statutory auditors reports requiring explanation or comments by the Board.

There was no instance of fraud during the year under review, which required the statutory auditors to report to the audit committee and/or Board under section 143(12) of Act and rules framed thereunder.

Your Company has established a vigil mechanism pursuant Section 177(9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, to provide a formal mechanism to the directors and employees to report their concerns about

unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. 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. It is affirmed that no personnel of the company have been denied access to the Audit Committee.

The web-link as required under SEBI Listing Regulations, 2015 is as under: https://www.euroindiafoods.com/investor/ policies

The Company has followed applicable Secretarial Standards,

i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

The Companys Authorized Equity Capital as on March 31, 2026 was 25,00,00,000 comprising of 2,50,00,000 Equity Shares of 10/- each fully paid up.

The Companys paid up Equity Capital as on March 31, 2026 was 24,80,00,000 comprising of 2,48,00,000 Equity Shares of 10/- each fully paid up.

During the F.Y. 2025-26 the Company has neither issued shares with differential voting rights as to dividends, voting or otherwise nor issued shares (including sweat equity shares) to the employees or directors of the company under any scheme such as bonus, right issue, private placement, preferential allotment or by any other mode as per Companies Act, 2013.

No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2015, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. An enterprise wide approach to Risk Management is being adopted by the Company and key risks will now be managed within a unitary framework. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives and all the major functions and revolves around the objectives of the organization. The risk management process over the period of time will become embedded into the Companys business system and processes, such that our responses to risk remain current and dynamic.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives which has been enhanced during this year. Major risks

identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company. These have also been reported and discussed in detail in the Managements Discussion and Analysis Report, annexed to this report.

The Company has adopted and approved Risk Management Policy. The Risk Management Policy has been uploaded on our Companys website the link is mentioned below: https://www.euroindiafoods.com/investor/policies

The Company has a well-placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

For ensuring independence of audits, the Internal Auditors report directly to the Audit Committee. Both Internal and Statutory Auditors have exclusive executive sessions with the Audit Committee on a regular basis. In addition, during the year, the Management performed a review of key financial controls, at entity as well as operating levels.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditors and external consultants and the reviews performed by Management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period

when the Trading Window is closed. The Board is responsible for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and the same has been posted on the website of the Company at:

https://www.euroindiafoods.com/investor/policies

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As of 31^st March, 2026, the Board had twelve members.

The Remuneration paid to the Executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then the Board of the company approve in their duly held meeting. The remuneration of executive directors is decided by considering various criteria like Qualification, experience, responsibilities, value addition to the company and financial position of the company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

Company is not paying any remuneration to non-executive and independent directors of the company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has been uploaded on the Companys website: https://www. euroindiafoods.com/investor/policies

No Material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future during the year under review.

The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. This policy is applicable to all employees, workers, and trainees, whether working at office premises, manufacturing units, or off-site locations, including assignments with clearing and forwarding agencies.

An Internal Complaints Committee (ICC) has been duly constituted to address and redress complaints, if any, pertaining to sexual harassment in a fair and timely manner.

In accordance with the disclosure requirements under the said Act, the details for the financial year are as follows:

a. Number of complaints filed during the financial year: Nil

b. Number of complaints disposed of during the financial year: Nil

c. Number of complaints pending as at the end of the financial year: Nil

This reflects the Companys strong commitment to providing a safe and respectful work environment for all its employees.

The Board is pleased to acknowledge the credit rating assigned by CRISIL Ratings, which has affirmed Euro India Fresh Foods Limited long-term rating at IVR BB+/stable IVR Double B plus with stable Outlook and short-term rating at IVR A4+.

The Company affirms that it has complied with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company remains committed to supporting the health, wellbeing, and rights of its women employees and ensures that all statutory benefits, including maternity leave, nursing breaks, and other prescribed facilities, are extended in accordance with the law.

The internal HR policies of the Company are aligned with the provisions of the Act and are periodically reviewed to ensure continued compliance and to foster a supportive and inclusive work environment.

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025-2026.

During the year under review, there has been no instance of any one-time settlement with any Bank or Financial Institution; accordingly, the requirement to provide details of difference in valuation at the time of such settlement and at the time of availing loan, along with reasons thereof, does not arise.

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.