Hoac Foods India Ltd Directors Report

To,

The member,

HO AC Foods India Limited

(Formerly Known as “HOAC Foods India Private Limited”)

It gives us great pleasure to present the 7th Annual Report along with the Audited Financial Statements for the financial year ended 31st March, 2025. The year under review has been a period of steady progress and growth, driven by strategic initiatives, operational excellence, and a continued focus on strengthening our market presence. The Company achieved notable improvements in revenue, efficiency, and stakeholder value while reinforcing its commitment to good governance and sustainable practices.

These achievements are a result of the dedication of our employees, the trust of our shareholders, and the support of our customers and partners. Looking ahead, the Company remains committed to pursuing innovation, expanding opportunities, and building long-term value through resilience and forward-looking strategies. This Report provides an overview of our key developments, performance, and the strategic roadmap guiding our future growth.

FINANCIAL YEAR 2024-25 AT GLANCE „ . ,, ,

(INR in Hundred)

Particulars	F.Y. 2024-25 (Standalone)	F.Y. 2024-25 (Consolidated)	F.Y. 2023-24 (Standalone)	F.Y. 2023-24 (Consolidated)
Revenue from Operations	2,647,657.86	2,647,657.86	1,562,940.05	1,562,940.05
Other Income	16,408.38	16,408.38	0	0
Total Income	2,664,066.24	2,664,066.24	1,562,940.05	1,562,940.05
Less: Total Expenses before Depreciation, Finance Cost and Tax	2,236,991.70	2,238,790.22	1,381,225.02	1,381,225.02
Profit before Depreciation, Finance Cost and Tax	427,074.54	425,276.02	181,715.03	181,715.03
Less: Depreciation	29,465.96	29,465.96	12,933.74	12,933.74
Less: Finance Cost	49,099.45	49,099.45	32,500.50	32,500.50
Profit Before Extraordinary & Exceptional Items and Tax	348,509.13	346,710.61	136,280.54	136,280.54
Profit Before Extraordinary &	348,509.13	346,710.61	136,280.54	136,280.54
Less: Extraordinary & Exceptional Items	-		-	-
Profit before tax	348,509.13	346,710.61	136,280.54	136,280.54
Less: Current Tax	90,537.00	90,537.00	37,602.00	37,602.00
Less: Earlier Years Tax	5,075.38	5,075.38	455.82	455.82
Less: Deferred tax Liability (Asset)	2,736.43	2,736.43	-4,130.71	-4,130.71
Profit after Tax	250,160.32	248,361.80	102,353.42	102,353.42

1. FINANCIAL PERFORMANCE

State of Companys Performance (Standalone): The Standalone revenue of your Company for FY 2024-25: -

The revenue of the company of Rs. 26,47,657.86 (In Hundred) as compared to Rs. 15,62,940.05 (In Hundred) in the previous year. The net Profit after Tax to Rs.2,50,160.32 (In Hundred) as compared to Rs. l,02,353.42(In Hundred) in the previous year.

State of Companys Performance (Consolidated):

The consolidated total revenue of your Company for FY 2024-25: -

The revenue of the company of Rs. 26,47,657.86 (In Hundred) as compared to Rs. 15,62,940.05 (In Hundred) in the previous year. The net Profit after Tax to Rs.2,48,736.80 (In Hundred) as compared to Rs. l,02,353.42(In Hundred) in the previous year.

Your Directors are committed to achieve higher revenues and profits for its stakeholders in the coming year and hence are in the continuous process of developing new products and tailor made services for its customers.

The above figures are extracted from the Financial Statements prepared in accordance with generally accepted accounting Principles in India. The applicable mandatory Accounting Standards as amended specified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 of India have been followed in preparation of these financial statements and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended.

2. DIVIDEND

In view of the Companys strategic focus on reinvestment for future growth and expansion, the Board of Directors has not recommended any dividend on the equity share capital for the financial year 2024-25.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDIJCATTON AND PROTECTION FI ND

There was no amount outstanding to be an Unclaimed Dividend to Investor Education and Protection Fund during the FY 2024-2025.

4. TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves.

5. SHARE C APITAL

Authorized Capital

The authorized share capital of the Company, as at the close of the financial year 2024-25, was INR 400.00 lakhs, divided into 40,00,000 equity shares of INR 10.00 each.

During the year under review, there was a change in the authorized share capital of the Company.

The authorized share capital was increased from INR 400.00 lakhs (divided into 40,00,000 equity shares of INR 10.00 each) to INR 600.00 lakhs (divided into 60,00,000 equity shares of INR 10.00 each), pursuant to the resolution passed at the Extra-Ordinary General Meeting held on June 26, 2025.

Issued, Subscribed & Paid-up Capital

Issued, Subscribed & Paid-up share Capital of the Company as at closure of financial year 2024-25, was INR 384.32 Lakhs divided into 38,43,210 Equity Shares of INR 1 each.

Issued, Subscribed & Paid-up share Capital was increased from INR 2,68,82,100 divided into 26,88,210 equity shares of INR 10/- each to INR 3,84,32,100 divided into 38,43,210 equity shares of INR 10/- each. In conjunction with the listing, the Company has successfully issued 11,55,000 new equity shares at a face value of Rs10 each. These shares were issued at a premium of Rs38 per share, resulting in an effective issue price of Rs48 per share. The public response to this offering was overwhelmingly positive, with the issue being subscribed by 1994 times.

The Company has achieved a significant milestone by listing its shares on the NSE SME Emerge platform. This strategic move marks the companys entry into the public capital markets, enhancing its visibility, credibility, and accessibility to a broader range of investors. The listing on NSE SME Emerge is expected to facilitate future growth, provide greater liquidity to shareholders, and support the companys long-term strategic objectives. The proceeds from the new share issuance are intended to be used as per the objects mentioned in the offer documents.

Qualified Institutions Placement (QIP)

During the year 2025-26, the Company successfully completed a Qualified Institutions Placement (QIP) as per the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (LODR) Regulations, 2015 and Sections 42 & 62 of the Companies Act, 2013. We issued and allotted 4,97,250 equity shares of face value Rs10 each to eligible Qualified Institutional Buyers at an issue price of Rs201.00 per Equity Share (including a premium of Rs191 per Equity Share), [and reflects a discount of Rs. 9.64 (i.e. 4.58%) on the Floor Price of Rs.210.64] aggregating to a significant Rs9,99,47,250. The proceeds from this QIP have substantially strengthened our financial position, providing the necessary flexibility to pursue our ambitious growth plans.

This infusion of equity capital has enhanced the financial strength of the Company, reduced its dependence on external borrowings, and empowered it to pursue aggressive growth strategies with greater agility. It is also a strong reflection of the continued confidence reposed by the promoters and investors in the long term vision of the Company. The additional capital is expected to contribute significantly to the Companys ability to scale operations, enhance shareholder value, and solidify its leadership across both existing and emerging market segments.

7. CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

8. DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares of the Company were held in demateralised form with KFin Technologies Limited, National Securities Depository Limited (NSDL), and Central Depository Services (India) Limited (CDSL). As on March 31, 2025, the entire shareholding of the Company stood in demateralised form.

The ISIN of the Company is INE0S6S01017. M/s. KFIN Technologies Limited is the Registrar and Share Transfer Agent of the Company

9. SUBSIDIARIES. JOINT VENTURES OR ASSOCIATES

As on 31st March, 2025, The Company have l(One) Subsidiary Company named HOAC Exports Private Limited. During the year under review, the Company incorporated the following entity:

Sr. No.	Company Name	Company Incorporation	Incorporation Date	No. of Shares and % of
1	HOAC Exports Private Limited	U10795DL2025P TC441283	20.01.2025	11250 Equity shares (75%)

10. 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 THE DATE OF THE REPORT.

. Initial Public Offer

Duringtheyear, the Company raised Rs. 554.40 lakhs through an initial public offering of 11,55,000 equity shares at Rs. 10 each, with a premium of Rs. 48 per share. These shares began trading on the NSE EMERGE from May 24, 2024. The IPO funds were used for capital expenditure, repaying some borrowings, and working capital, as outlined in the Prospectus dated May 10, 2024.

. QIP

During the year 2025-26, the Company completed a Qualified Institutions Placement (QIP). For detailed information regarding this issuance, please refer to the "Share Capital" section of this report.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 (“Act”). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole-time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

The Board of the Company comprises Five Directors out of which two are Promoter Executive Directors and one is Promoter Non-Executive Director and two are Non-Executive Independent Directors.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, read with the Articles of Association of the Company, at least 2/3rd of the total number of Directors of a public company shall be liable to retire by rotation and 1/3rd of such Directors shall retire by rotation at every AGM; However, “Independent Directors” are out of the ambit of retiring by rotation.

Mr. Rambabu Thakur (DIN: 08084215) retires by rotation in the ensuing AGM and being eligible, offers himself for re-appointment. A resolution seeking shareholders approval for her re- appointment, along with other required details forms part of the Notice of the AGM.

Particulars of Directors and Key Managerial Personnel

Name of Director	Director Identification Number (DIN)	Date of Appointment at Current Term	Category cum Designation	No. of Shares held as on March 31, 2025
Rambabu Thakur	8084215	02.11.2023	Promoter and Managing Director	1,673,235
Gaytri Thakur	8084214	12.03.2018	Promoter and Executive Director	1,014,475
Yashwant Thakur	10351322	12.10.2023	Promoter and Non-Executive Director cum Chairman	100
Mukesh Garg	10351327	12.10.2023	Non-Executive Independent Director	Nil
Mamta	10377740	01.11.2023	Non-Executive Independent Director	Nil

Committee includes Audit Committee, Nomination & Remuneration Committee and Shareholders Responsibility Committee across all Public Companies.

12. DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164(2) of the Companies Act, 2013.

13. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company has two Non- Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company have registered themselves in the Independent Directors Data Bank.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.hoacfoodsindia.com

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.

14. OPTNTON OF THE BOARD WTTH 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 Directors meet 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.

15. BOARD MEETINGS

Regular meetings of the Board are held, inter-alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 10 (Ten) times, viz

Month	Dates
Apr 1, 2024	30.04.2024
May 1, 2024	10.05.2024,22.05.2024
Jun 1, 2024	06.06.2024
Jul 1, 2024	13.07.2024, 17.07.2024
Aug 1, 2024	26.08.2024
Sep 1, 2024	-
Oct 1, 2024	-
Nov 1, 2024	11.11.2024
Dec 1, 2024	-
Jan 1, 2025	23.01.2025
Feb 1, 2025	-
Mar 1, 2025	20.03.2025

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting are given below.

Name of Director	Rambabu Thakur	Gaytri Thakur	Yashwant Thakur	Mukesh Garg	Mamta
Number of Board Meeting held	10	10	10	10	10
Number of Board Meetings Eligible to attend	10	10	10	10	10
Number of Board Meeting attended	10	10	10	10	10

16. KEY MANAGERIAL PER SONNET,

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company has appointed Mr. Rambabu Thakur as Managing Director (w.e.f. November 02, 2023) of the Company, Mr. Manish Sharma as Chief Financial Officer (w.e.f. November 01, 2023) of the Company, Ms. Bhawna Agarwal as Company Secretary and Compliance Officer (w.e.f. January 15, 2024) who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

As on date of this report, the Company has Mr. Rambabu Thakur as Managing Director of the Company, Mr. Manish Sharma as Chief Financial Officer of the Company and Ms. Bhawna Agarwal as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

17. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF TTS COMMITTEES AND INDIVIDUAL DIRECTORS

Performance evaluation is becoming increasingly important for Board and Directors, and has benefits for individual Directors, Board and the Companies for which they work. The Securities and Exchange Board of India has issued a Guidance Note on Board Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried out an annual performance evaluation of its own performance, Board Committees and individual Directors at their meeting. The Chairman of the Meeting/Company interacted with each Director individually, for evaluation of performance of the individual Directors.

The evaluation of the performance of the Board as a whole and individual and of the Committees was conducted by way of questionnaires. In a separate meeting of Independent Directors held on March 24, 2025, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.

The performance of the Individual Directors was evaluated by the Board on the basis of criteria such as ethical standards, governance skills, professional obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc. The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The summary of the feedback from the members were thereafter discussed in detail by the members. The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation. The Directors expressed their satisfaction with the evaluation process.

The Board of Directors has laid down the manner in which formal annual evaluation of the performance of the board, Committees and individual directors has to be made.

The Company has in place a comprehensive and structured questionnaire for evaluation of the Board and its Committees, Board composition and its structure, effectiveness, functioning and information availability. This questionnaire also covers specific criteria and the grounds on which all directors in their individual capacity will be evaluated. The performance evaluation of the Independent Directors was done by the entire Board excluding the director being evaluated.

18. DIRECTORS RESPONSTBTT JTYSTATEMENT

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

• In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same; The Directors had 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 profit or loss of the Company for that year; The Directors had 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 and for preventing and detecting fraud and other irregularities; The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis. The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were Adequate and operating effectively.

19. COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee

The Audit Committee was constituted pursuant to Section 177 of the Companies Act, 2013 and as per Regulation 18 of SEBI (listing obligations and disclosure requirements) regulations, 2015. Audit Committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the commmee.

The quorum for the meeting shall be one third of total members of the Audit Committee or Two, whichever is higher, subject to minimum two Independent Director shall be present at the meeting.

During the year under review, Audit Committee of the Company met 05 (Five) times, viz. 22,05, 2024,

06.06.2024, 26.08.2024, 11.11.2024, and 20.02.2025.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 202425
			Held	Eligible to attend	Attended
Mukesh Garg	Independent Director	Chairman	5	5	5
Yashwant Thakur	Non-Executive Director	Member	5	5	5
Mamta	Independent Director	Member	5	5	5

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors.

Company Secretary and Compliance Officer of the Company acted as the secretary of the Committee.

2. Nomination and Remuneration Committee:

The Nomination and remuneration Committee was constituted pursuant to Section 178 of the Companies Act, 2013 and as per Regulation 19 of SEBI (listing obligations and disclosure requirements) regulations, 2015. The Nomination and Remuneration Committee shall meet at least once in a financial year. The quorum for a meeting of the Nomination and Remuneration Committee shall be one third of total members of the Nomination and Remuneration Committee or Two, whichever is higher, subject to minimum one Independent Director shall be present at the meeting.

During the year under review, Nomination and Remuneration Committee of the Company met 01 (One) time,

viz 24.03.2025.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 202425
			Held	Eligible to attend	Attended
Mukesh Garg	Independent Director	Chairman	1	1	1
Yashwant Thakur	Non-Executive Director	Member	1	1	1
Mamta	Independent Director	Member	1	1	1

The Company Secretary of the Company is acting as Secretary to the Nomination and Remuneration Committee.

3. Stakeholders Relationship Committee

The Nomination and remuneration Committee was constituted pursuant to Section 178(5) of the Companies Act, 2013 and as per Regulation 19 of SEBI (listing obligations and disclosure requirements) regulations, 2015. The Stakeholders Relationship Committee shall meet at least once in a financial year. The quorum shall be one third of total members of the Stakeholders Relationship Committee or Two, whichever is higher, subject to minimum one Independent Director.

During the year under review, Stakeholders Relationship Committee of the Company met 01 (One) time, viz 2403-2025. A total of 01 (one) Stakeholders Relationship Committee Meeting were held post Listing of the Company.

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

Name of Members	Category	Designation in Committee	Number of meetings during the financial year 2024-25
			Held	Eligible to attend	Attended
Mukesh Garg	Independent Director	Chairman	1	1	1
Yashwant Thakur	Non-Executive Director	Member	1	1	1
Gaytri Thakur	Executive Director	Member	1	1	1

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

20. 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.

The Whistle Blower Policy of the Company is available on the website of the Company at www.hoacfoodsindia.com

21. 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 24-03-2025.

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

Name of Independent Directors	Category	Number of meetings during the financial year 2024-25
		Held	Eligible to attend	Attended
Mukesh Garg	Independent Director	1	1	1
Mamta	Independent Director	1	1	1

At such meetings, the Independent Directors:

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

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

(iii) 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.

21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

During the period under review, the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 were not applicable to the Company.

22. PUBLIC DEPOSIT

The Company has not accepted any deposits from Shareholders and Public falling within the ambit of Section 73 of the Companies Act, 2013 and rules made there under. Hence, the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act, 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.

23. 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, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is also listed on SME Platform of NSE Emerge Limited, 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.

24. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

25. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the year ending on March 31, 2025 is available on the Companys website and can be accessed at

https://www.hoacfoodsindia.com/annual- return/

26. UTILIZATION OF PROCEEDS

The proceeds of the issue are being utilised for the objects stated in the Offer Document/Prospectus, and the utilisation is/will be monitored and disclosed in accordance with the applicable regulatory requirements. The Company raised funds of Rs. 554.40 Lakhs through Initial Public Offering (“IPO”). The gross proceeds of IPO have been utilized in the manner as proposed in the Prospectus.

Apart from the matters stated above (which occurred during the financial year FY2024-25), there have been no material changes affecting the financial position of the Company between the end of the financial year ended March 31, 2025 and the date of this Report.

The utilization of funds has been managed prudently, reflecting our commitment to transparency and maximizing shareholder value. Pursuant to Regulation 32(1 )(a) and 32(1 )(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that there was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus. Report on the utilization of proceeds is attached in “Annexure I” and form part of this report.

26. RELATED PARTIES TRANSACTION

All Related Party transactions that were entered into during the FY 2024-2025 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.

All Related party transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company & can be accessed through the link https://www.hoacfoodsindia.com/pohdes-2/

Since, all the related party transactions that were entered into during the financial year 2024-2025 were on an arms length basis and were in the ordinary course of business and there was no material related party transaction entered by the Company during the year as per Related Party Transactions Policy, details are required to be provided in the Form AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the prescribed form (Form AOC-2) are attached as “Annexure-II”.

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

27. 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. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually as “Annexure - III”

27. SEXUAL HARASSMENT POLICY

The Company has adopted a policy for Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. All women employees are covered under this policy. ICC has been set up to redress complaints received regarding sexual harassment.

An Internal Compliant Committee (ICC) is in place as per the requirements of the said Act to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No case has been reported during the year under review

The details of the complaints received during the year under review were as follows:

No. of Complaints Pending at the Beginning of the Year	0
No. of Complaints Received and Resolved during the year	0
No. of Complaints Pending at the End of the Year	0

28. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNTNGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization.

ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii. ) The capital investment on energy conservation equipment:

Nil

B. Technology absorption -

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement, cost reduction, product development or import substitution

The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market.

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: Nil

b. The year of import: N.A.

c. Whether the technology has been fully absorbed: N.A.

iv. ) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil. vi). Foreign Exchange Earnings & Expenditure - Nil

29. MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is not required to maintain the cost records and accordingly the Company has not maintained the Cost record.

30. PARTTCIIEAR OF EMPLOYEES

Theratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - IV.

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.

31. SIGNIFICANT AND MATERIAL ORDERS

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

32. CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance.

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

a) 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.

b) 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 2024-2025.

33. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

35. LISTING AND DEPOSITORY FEES

Your Company has paid Annual Listing fees for the financial year 2025-2026 to National Stock Exchange of India Limited (NSE) 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 for the financial year 2025-2026.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report. ANNEXURE-V

37. STATUTORY AUDITOR AND THEIR REPORT

Pursuant to the provisions of section 139 of the Act, M/s. Krishan Rakesh & Co, Chartered Accountants (Firm Registration No. 0016923N) were appointed as the Statutory Auditors of the Company, for a term of 5 (five) years, to hold office from the conclusion of the AGM held on September 30, 2023 till the conclusion of the AGM of the Company to be held for the Financial Year 2027-28. The Board of Directors and Audit Committee have recommended their appointment as Statutory Auditor of the Company.

Further, pursuant to Section 141 of the Act and relevant Rules prescribed there under, the Company has received certificate from the Auditors along with peer review certificate, that they are eligible to continue with their appointment and that they are not disqualified in any manner whatsoever from continuing as Statutory Auditors.

The Financial Statements and the Auditors Report for the financial year ended on 31st March, 2025 are free from any qualification, reservation, observation and adverse remark; further the notes on accounts are self- explanatory. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

38. SECRETARIAL AUDITOR AND THETR REPORT

Pursuant to Section 204 of the Companies Act, 2013, HOAC Foods India Limited appointed Ms. Divya Rani (Prop.), Practicing Company Secretaries, as the Secretarial Auditors to conduct the audit for the financial year 2024-25. This appointment was made in compliance with the applicable regulatory provisions and was duly approved by the Board. Ms. Divya Rani have conducted the Secretarial Audit for the financial year 2024-25 and their report is attached as Annexure VI to this Annual Report.

The Secretarial Audit Report confirms that the Company has complied with the relevant provisions of the Companies Act, 2013, and other applicable laws, regulations, and guidelines.

The report does not contain any qualification, reservation, or adverse remark. Further, as per the provisions of Section 204 of the Companies Act, 2013, and the relevant rules under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, secretarial audit is mandated for material unlisted subsidiaries.

However, for the financial year 2024-25, the subsidiary companies of HOAC Foods India Limited do not qualify as material subsidiaries as defined under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companys policy on determining material subsidiaries. Consequently, there is no requirement for conducting a secretarial audit for these subsidiary companies.

39. INTERNAL AUDITORS AND REPORT

The Company was listed on May 24, 2023 and the provisions in respect of Internal Audit became applicable only from that date. The process for appointing the internal auditor was initiated and pursuant to the provisions of Section 138 of Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed Mr. Shivam Sharma, as Internal Auditor for the financial year 2024-25.

40. REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

41. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE

INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the insolvency and Bankruptcy Code,

2016 which materially impact the Business of the Company.

42. WEBSITE

Asper 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 stakeholders of the Company, etc.

43. INSURANCE

TheassetsofyourCompany have been adequately insured.

44. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND

SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 andSS-2, relating to Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

45. PREVENTION OF INSIDER TRADING

Company is fully committed to upholding the highest standards of transparency and fairness in its dealings, particularly with respect to the handling of sensitive information. In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (“PIT Regulations”), the Board has adopted a comprehensive Code of Conduct to regulate, monitor, and report trading by designated persons and other connected individuals.

To ensure the ethical handling of Unpublished Price Sensitive Information (UPSI), the Company has also put in place a Code of Practices and Procedures for Fair Disclosure of UPSI, which outlines internal procedures for the timely and equitable disclosure of sensitive information. The trading window is routinely closed during the declaration of financial results and in the event of other material developments, as per the Code. These policies are accessible on the Companys website at: https://www.hoacfoodsindia.com/policies-2/.

Further, in accordance with Regulation 3 of the PIT Regulations, the Company has implemented a Structured Digital Database (SDD) using The PIT Archive Compliance Software. This system ensures meticulous compliance by securely recording the sharing of UPSI with various stakeholders strictly on a need-to-know basis and for legitimate purposes only. The database maintains detailed logs with date and time stamps, providing an auditable trail of all such disclosures. Through these measures, the Company reaffirms its commitment to responsible governance, information security, and regulatory compliance.

46. 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.

47. GENERAL DISCLOSURE

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

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

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

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

ACKNOWLEDGEMENT AND RECOGNITION

The Board of Directors of HOAC Foods India Limited places on record its sincere appreciation for the continued trust, support, and confidence extended by all our stakeholders—shareholders, customers, employees, partners, and vendors—who have played an integral role in the Companys progress and achievements during the year. We would like to express our heartfelt gratitude to our esteemed Board members for their strategic direction, foresight, and valuable counsel, which have helped the Company navigate both opportunities and challenges. Our sincere thanks also go to our employees across all levels whose dedication, resilience, and commitment remain the driving force behind our success and innovation.

We acknowledge and appreciate the continued cooperation and guidance received from regulatory authorities, the Ministry of Corporate Affairs, NSE, bankers, financial institutions, and our professional advisors, whose support has been vital in advancing our strategic initiatives and ensuring compliance. Looking ahead, we reaffirm our commitment to creating sustainable value, fostering innovation, and contributing positively to all stakeholders as we continue to pursue our long-term vision of excellence and responsible growth

	For and on behalf of the board
	HOAC Foods India Limited
	(Formerly Known as “HOAC Foods India Private Limited”)
	Sd/-	Sd/-
	Rambabu Thakur	Gaytri Thakur
Date: 26 August 2025	Managing Director	Executive Director
Place: Delhi	DIN: 08084215	DIN: 08084214