Hoac Foods India Ltd Directors Report

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

17.OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/experience in their respective fields/professions. These Directorsmeet the criteriaof independence, as specifiedin SEBI (LODR) Regulations, and were selectedand appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise and competencies, fulfilment of criteria for independence, while recommending to the Board,the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties, effectively.

18.COMPOSITION OF COMMITTEE, MEETING AND ATTENDANCE OF EACH MEMBER AT MEETINGS A. Audit Committee

The Audit Committee of the Company is constituted in Line with the provision of Section 177 of the Companies Act, 2013. The Audit Committee is constituted in line to monitor and provide effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest Level of transparency, integrity, and quality of Financial Reporting

During the Financial Year under review 4(Four) meetings of the members of the Audit Committee were held. The dates on which the said meeting was 29th May 2025, 06th November 2025, 14th January, 2026 & 26th March 2026.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Company Secretary and Compliance Officer of the Company act as the secretary of the Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted with the provision of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee recommends the appointment of Directors and remuneration of such Directors. The Level and structure of appointment and remuneration of all Key Managerial personnel and Senior Management Personnel of the Company, as per Remuneration policy, is also overseen by this Committee.

During the financial year under review, one (1) meeting of the Nomination and Remuneration Committee was held on 26 March 2026.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration.

C. Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 to look into the Redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the Financial Year under review 1 (One) meeting of the members of the Stakeholders Relationship Committee were held. The dates on which the said meetings was held on 26th March 2026.

D. INDEPENDENT DIRECTORS MEETING:

As per Schedule IV of the Companies Act, 2013 and the Rules framed thereunder read with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors.

During the year under review, Independent Directors of the Company met 01 (One) time, viz 26-03-2026.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

At such meetings, the Independent Directors:

a) Review the performance of Non-Independent Directors and the Board as a whole;

b) Review the performance of Chairman of the Company after taking into account views of Executives and Non-Executive Directors and;

c) Assess the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

19.BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations"), Peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investments made, guarantees given and securities provided, together with the purpose for which the loan, guarantee or security is proposed to be utilised, in accordance with Section 186 of the Companies Act, 2013, are disclosed in Notes to accounts to the financial statement in FY 2025-26.

31. DISCLOSURE ON RELATED PARTIES TRANSACTION

All Related Party transactions that were entered into during the FY 2025-2026 were on arms length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company with related parties which may have a potential conflict of interest with the company.

All the related parties transaction are in compliance with the Accounting Standards issued by ICAI and further details are mentioned in the notes of the Financial Statements.

The details of the transaction with related parties are provided in the notes to accompanying financial statements.

32. CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your Company has incorporated the appropriate standards for corporate governance, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per regulation 15(2) of the Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following

• Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year.

• Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-26.

33.NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on NSE - Emerge, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April 01, 2017.

34.SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

The Company is registered on the SEBI Complaints Redress System (SCORES), a centralized web-based complaints Redressal system, and makes every effort to resolve investor complaints received through SCORES or otherwise within the statutory timelines.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as "Annexure IV" and the same forms part of this report.

36. RISK MANAGEMENT POLICY

Pursuant Section 134(3)(n) of the Act, the Company has in place a Risk Management Policy which provides for the identification therein of elements of risk, which in the opinion of the Board may threaten the existence of the Company. The Policy further contains the risk assessment and minimization procedures.

The risk management plan is reviewed by the Board from time to time and suitable changes are done as may be necessitated. The Companys Risk

37. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR provisions have become applicable to the Company for the financial year 2025-26, as the Companys net profit exceeded the threshold of ^5 crore prescribed under Section 135(1) of the Act during the immediately preceding financial year.

Accordingly, the Company is required to spend at least 2% of the average net profits made during the three immediately preceding financial years towards CSR activities on or before 31 March 2027.

As the CSR provisions have become applicable to the Company for the first time in FY 2025-26, and the corresponding CSR expenditure is not required to be spent until 31 March 2027, filing of Form CSR-2 in respect of the CSR expenditure for FY 2025-26 does not arise at this stage and will be furnished once the relevant expenditure has been incurred.

39. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time.

None of the Whistle blowers has been denied access to the Audit Committee of the Board.

40. PREVENTION OF INSIDER TRADING

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

41.INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company believes that internal control is a necessary prerequisite of governance and has a well-established internal control framework designed to continuously assess the adequacy, effectiveness and efficiency of financial and operational controls, including delegation of authority, segregation of duties, system access controls, and document filing and storage procedures. The Statutory Auditors, in their report on Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013, have expressed an unmodified opinion confirming that the Companys internal financial controls over financial reporting were adequate and operating effectively as at 31st March, 2026.

42. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public or its members falling within the ambit of Section 73 of the Companies Act, 2013 and the Rules made thereunder during the year under review. There were no unclaimed or unpaid deposits as on 31st March, 2026.

43. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees to NSE- Emerge according to the prescribed norms and regulations. Company has also paid Annual Custody fee to National Securities Depository Limited and Issuer fee to Central Depository Services (India) Limited.

44. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct.

45. DISCLOSURE ON SECRETARIAL STANDARDS

During the period under review, the Company has complied with the applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India, and has devised proper systems to ensure such compliance.

46. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "Annexure V" and forms part of this Report. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

47. UTILIZATION OF PROCEEDS

During the financial year FY 2025-26, the Company raised funds through a Qualified Institutional Placement ("QIP"). The proceeds of the IPO and the QIP are being utilized towards the objects as stated in the relevant offer documents and in accordance with the applicable regulatory requirements.

The utilization of the proceeds of the IPO and the QIP during the year(s) is set out in "Annexure - VI", which is attached to and forms part of this Report. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there were no deviation(s) or variation(s) in the utilization of the IPO proceeds and the QIP proceeds from the objects as stated in the relevant offer documents.

Apart from the matters stated above, there have been no material changes affecting the financial position of the Company between the end of the financial year ended March 31, 2026 and the date of this Report.

48. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis report provides a perspective of economic and social aspect material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of Listing Regulations, the Management Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended March 31, 2026 is attached to this report as "Annexure - VII".

49. POLICY AGAINST SEXUAL HARASSMENT

The Company is committed to providing a safe and harassment-free workplace for every individual working in its premises and has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). An Internal Complaints Committee (ICC) has been constituted in accordance with the requirements of the POSH Act to redress complaints regarding sexual harassment. No case was reported during the year under review.

50. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS

There are no significant and material orders passed by any regulator, court or tribunal impacting the going concern status or future operations of the Company for the year under review.

51.INDUSTRIAL RELATIONS (IR)

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

52. MICRO, SMALL AND MEDIUM ENTERPRISES (MSME) DUES

Disclosures pursuant to Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, as set out in Notes to the financial statements, are as under: the principal amount remaining unpaid to micro and small enterprise suppliers as at 31st March, 2026 was ^92,72,946, and there is no interest due. The Company remains committed to regulatory compliance and maintains internal processes to ensure payments to registered Micro and Small Enterprise (MSME) suppliers are processed within the timelines stipulated under the MSMED Act, 2006.

53. WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.hoacfoodsindia.com containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all

54. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions of the relevant nature during the year under review:

•Issue of equity shares with differential rights as to dividend, voting or otherwise (other than as disclosed under Share Capital above).

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

•The Company does not have any scheme for the provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

55. ACKNOWLEDGEMENT

Your Directors wish to place on record their gratitude for the valuable guidance and support rendered by the Government of India, various regulatory and government authorities, banks, financial institutions, and other stakeholders, including but not limited to shareholders, customers and suppliers. Your Directors also place on record their appreciation for the total commitment, dedication and hard work put in by the employees of the Company at all levels, and are deeply grateful for the continuous confidence and faith shown by the Members of the Company.