Kobo Biotech Ltd Directors Report

f#

(PREPARED BASED ON RECORDS AVAILABLE WITH THE COMPANY AND ISSUED BY THE RESOLUTION PROFESSIONAL PURSUANT TO SECTIONS 17 AND 23 OF THE IBC, 2016)

Pursuant to commencement of Corporate Insolvency Resolution Process (CIRP) against the Company under the Insolvency and Bankruptcy Code, 2016 with effect from 13 August 2024, the powers of the Board of Directors stand suspended and are being exercised by the Resolution Professional. Statements, disclosures and reports forming part of this Annual Report pertaining to FY 2024-25 have been prepared on the basis of books of account, records, information and explanations available with the Company and are issued by the Resolution Professional without any personal liability. References to the Board of Directors and Committees thereof in this Annual Report shall be construed accordingly.

To, The Members of Kobo Biotech Limited,

The 32 nd Annual Report on your Company s operations along with the Audited nancial statements for the nancial year ended on 31 st March, 2025 presented herein

SUMMARY OF STANDALONE FINANCIAL RESULTS

(Rs. in Thousands)

Particulars	Year Ended 31.03.2024	Year Ended 31.03.2024
Revenue from Operations	-	-
Other Income	760	152
TOTAL INCOME	152	152
Less: EMPLOYEE BENEFITS EXPENSE	1872	2480
FINANCE COSTS	1	1
DEPRECIATION & AMORTIZATION EXPENSE	40714	40714
OTHER EXPENSES	10470	6245
TOTAL EXPENSES	53057	49440
EBITDA/ (EBITDA)	(52298)	(49288)
Pro t/ (Loss) before Tax	(52298)	(49288)
Pro t/ (Loss) after Tax	(52298)	(49288)
Earnings/ (loss) Per Share (EPS) (in Rs.)	(2.20)	(2.07)

OPERATIONS REVIEW

The management could not resume the operational activities at the Solapur Plant owing to the regulatory and nancial issues. The interest cost for the year under review is not being provided for, as majority of the loans have been assigned to JM Financial Asset Reconstruction Company Ltd.

The Company continues to operate only in one segment i.e. pharmaceuticals and there is no change in the nature of business of the Company.

DIVIDEND

In view of the losses incurred during the year under review, your Directors do not recommend any Dividend on the Equity Shares.

TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserves.

CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the Company was Rs. 40,00,00,000/ (Rupees Forty Crore only) divided into 4,00,00,000 (Four Crore Only) Equity Shares of Rs. 10/- each.

The Company s issued, subscribed and paid-up share capital during the year stood at Rs. 23,82,50,000/- (Rupees Twenty Three Crore Eighty Two Lakhs Fifty Thousand Only) divided into 2,38,25,000 (Two Crore Thirty Eight Lakhs Twenty Five Thousand Only) Equity Shares of Rs. 10/- each.

ANNUAL RETURN

As required under Section 134(3)(a) and Section 92(3) of theAct, theAnnual Return for the nancial year 2024-25 shall be available on the Company s Website https://kobobiotech.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not provided in view the Company is under CIRP.

LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

CORPORATE INSOLVENCY RESOLUTION PROCESS:

An application for initiation of Corporate Insolvency Resolution Process was filed by JM Financial Asset Reconstruction Company Limited under Section 7 of Insolvency and Bankruptcy Code, 2016 before Hon ble NCLT, Hyderabad Bench. The said application was admitted vide its order dated 13th August, 2024 in its C.P. (IB) NO. 277/7/HDB/2023 and appointed Mr. Ravindra Chaturvedi having Registration No. IBBI/ IPA-001/IP-P00792/2017- 2018/11359, as the Interim Resolution Professional of the Company. Accordingly, a public announcement dated 13 th August, 2024 was effected inviting claims of the creditors against the Company. Pursuant to Section 14 of Insolvency and Bankruptcy Code, 2016 on initiation of Corporate Insolvency Resolution Process of the Company, the powers of Board of Directors were suspended and are vested with Resolution Professional of the Company.

Further, Hon ble NCLT, Hyderabad Bench vide their order No. IA (IBC) 85/2025 in CP(IB) No. 277/7/HDB/2023 dated 17th January, 2025 appointed Ms. Namrata Amol Randeri, as new Resolution Professional having IBBI Registration No. IBBI/IPA001/IP-P01585/2019-20/12495 in place of Mr. Ravindra Chaturvedi, the Interim Resolution Professional and have discharged him from his duties.

After taking charge as the Resolution Professional, the list of creditors were updated time and again based on the new information made available to the RP. In accordance with the provisions of the Insolvency and Bankruptcy Code, 2016, RP has conducted the process of CIRP by conducting meetings of Committee of Creditors as on date of this report.

The Resolution Plan submitted by Beaufond Industries Limited was approved by The National Company Law Tribunal, Bench (NCLT), Hyderabad Bench vide order dated 11th May, 2026 and copy of order made on 12th May, 2026.

CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2A) and 15(2B) of SEBI (LODR) Regulations, 2015, the provisions relating to Board of Directors and Committees under Regulations 17 to 21 are not applicable during the Corporate Insolvency Resolution Process and accordingly the functions of the Board and Committees are being discharged by the Resolution Professional.

In terms of Section 17 of the Insolvency and Bankruptcy Code, 2016, upon commencement of CIRP, the powers of the Board of Directors of the Company stand suspended and same are vested and exercised by Ms. Namrata Amol Randeri, Resolution Professional ( RP ) of the company. The Affairs, business and assets of the Company are being managed by the RP only to the limited extent of discharging the powers of the Board of Directors of the Company which has been conferred upon her as per the Code.

There is no other law which is specifically applicable on the Company as informed by the Resolution Professional of the Company keeping in view there is no operational activities.

It may be noted that as per the provisions of Insolvency and Bankruptcy Code, 2016 and provisions of Regulation 15(2A) and (2B) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the provisions specified in Regulation 17, 18, 19, 20 and 21 shall not be applicable during the CIRP.

The provisions as specified in said regulations of the SEBI (LODR), 2015 shall not be applicable during the CIRP and the roles and responsibilities of the Board of the Directors and the Committees, specified in the respective regulations, shall be fulfilled by the interim resolution professional or resolution professional, as the case maybe.

COST AUDITOR AND COST RECORDS:

The provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 for appointment of cost auditor and maintained the cost accounts and records, cost audit reports are not applicable to the company during the financial year under review.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014, the company has not appointed internal auditor of the company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, joint venture and associate Company.

DIRECTORS

The provisions as specified in Regulation 17 of SEBI (LODR) Regulations, 2015 related to Composition of Board of Directors shall not be applicable during the Insolvency Resolution Process period in respect of a listed entity, which is undergoing Corporate Insolvency Resolution Process.

The suspended management of the Company as on date of this report are:

Mr.Ajit Kamath :	Non-Executive/Promoter /Chairman
Mr. Rajendra Kaimal :	Non-Executive Director/Promoter
Dr. Sunil Pitroda :	Non-Executive Independent Director
Mr.Abhishek Buddhadev	: Non-Executive Independent Director (upto 30 th May, 2024)
Ms. Urja Shah :	Non-Executive Independent Director & Women Director

All these directors were suspended by the Hon ble NCLT, Hyderabad Bench and the powers of Board of Directors are now vested with the Resolution Professional.

DECLARATION BY INDEPENDENT DIRECTORS

In view of commencement of CIRP and suspension of powers of the Board of Directors, the disclosures relating to separate meeting of Independent Directors and annual evaluation are not applicable.

Evaluation of Board, Committees and Directors

In view of CIRP and suspension of powers of the Board of Directors, provisions relating to performance evaluation of Board, Committees and Directors were not applicable during the period under CIRP.

Policy on appointment and remuneration of Directors

The Company had adopted a Nomination and Remuneration Policy prior to commencement of CIRP. However, pursuant to Section 17 of IBC, powers of the Board stand suspended and are exercised by the Resolution Professional.

FAMILIARIZATION PROGRAMMES

The Company s policy on programmes and measures to familiarize Independent Directors about the Company, its business, updates and development includes various measures viz. issue of appointment letters containing terms, duties etc.

a. Statutory Auditors

M/s. A N Shah & Associates, Chartered Accountants were appointed as statutory auditors of the Company from the conclusion of the 29 th Annual General meeting (AGM) of the Company held on 30 th day of September, 2022, till the conclusion of the AGM to be held in the year 2027 and the Committee of Creditors (CoC) has granted approval for their continuation as a Statutory Auditors of the company for the residual term of their appointment.

M/s. A N Shah & Associates Chartered Accountants have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules 2014, confirming that they are eligible for continuance as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

FRAUD REPORTED BY AUDITOR UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013:

There was no instance of fraud reported by the auditor in their report under Section 143 (12) of the Companies Act, 2013.

d. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Committee of Creditors (CoC) has appointed Ms. Riddhi Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company in Form No. MR.3 Secretarial Audit Report for the year ended 31 st March, 2025 and other secretarial work along with any other reports/certificate to be issued for the year ended 31 st March, 2025. The Secretarial Audit Report is annexed herewith as Annexure B comments of the Secretarial Auditor in their report are self-explanatory.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Board may have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company s policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

The Company is undergoing Corporate Insolvency Resolution Process and the affairs of the Company are being managed by the Resolution Professional. Due to inadequate data and information and consistent non-cooperation by the suspended management, the RP is unable to comment upon the internal controls and their adequacy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated a whistle blower policy with a view to provide a vigil mechanism for the directors and employees of the company to report instances of unethical behavior, fraud or mismanagement.

The Company s Internal Audit department evaluates the efficiency and adequacy of internal control system and gives its report and recommendations to the Chairman of Audit Committee and based on Internal Audit Report the corrective actions are taken.

However due to CIRP Company has not appointed Internal Auditor.

RISK MANAGEMENT POLICY

In accordance with Section 134(3) (n) of the Act, the Company has framed a Risk Management Policy to identify and assess the key risk areas. However, considering that the Company is under CIRP and has no significant operations, no separate Risk Management Committee functions during CIRP.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the nancial year were on an arm s length basis and were in the ordinary course of business. There are no materially signi cant related party transactions made by the Company, which may have a potential con ict with the interest of the Company at large, and thus disclosure in FormAOC-2 is not required.

None of the Non-Executive Independent Directors has any pecuniary relationship or transactions with the Company other than sitting fees payable (if any) to them.

In accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website at: www.kobobiotech.com

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy is currently not applicable to the Company in accordance with Regulation 43A of the Listing Regulations.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report is not applicable to the Company.

LISTING FEES TO THE STOCK EXCHANGE

There has been a delay in the payment of annual listing fees for FY 25-26 to the BSE Limited (BSE) where the securities of the Company are listed.

INFORMATION ON EMPLOYEES

Information on particulars of employees remuneration as per Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is reported to be nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The ratio of remuneration of each director to the median employee s remuneration and other details in terms of Sub - Section 12 of Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable as the Directors did not draw any remuneration from the Company for the Financial Year 2024-25.

LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments covered under applicable provisions of section 186 of theAct are given in the notes to the nancial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of section 135 of the Act, read with CSR Rules, the Company has formed a CSR committee. However due to the no operational activity and losses incurred by the

Company during the year under review and the previous nancial years, the Company did not undertake any CSR activity as not applicable to the company in the reporting financial year. No meetings at CSR Committee were held during the year under review.

The Company had constituted a CSR Committee prior to commencement of CIRP. However, during CIRP the functions are exercised by the Resolution Professional and no CSR activity was required to be undertaken.

PUBLIC DEPOSITS

During the financial year under consideration, your Company has not accepted any public deposits within the meaning of section 73 of the Companies Act, 2013 and the rules made there under.

Directors RESPONSIBILITY STATEMENT

With respect to the financial statements for the financial year ended March 31, 2025, the RP has signed the same solely for the purpose of ensuring compliance by the Corporate Debtor with applicable laws, and subject to the following disclaimers:

In certain instances, the amount of the claim admitted or to be admitted by the RP under CIRP process may differ from the amount reflecting in the books of accounts of your Company. The audited financial statements are drawn on the basis of figures appearing in the books of accounts of your Company as on March 31, 2025.

The RP has signed the financial statements solely for the purpose of compliance and discharging her duties during CIRP period of your Company and in accordance with the provisions of the IBC, read with the regulations and rules there under, and based on the explanations, clarifications, certifications, representations and statement made by the existing staff of your Company in relation to the data pertaining to the period prior to the joining of the present management and does not have knowledge of the past affairs, finances and operations of your Company.

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

The information relating to Conservation of energy, technology absorption, foreign exchange earnings and outgo, pursuant to Section 134 of the Act, read with the Companies (Accounts) Rules, 2014 is given as _Annexure A and forms part of this report.

AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to Regulation 30A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, during the financial year, no agreement has been entered or executed by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel and employees of the Company or with the Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

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 AND DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS IN FUTURE:

Except as disclosed in this report, there were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report.

During the year, an application under Section 7 of the Insolvency and Bankruptcy Code, 2016 filed by JM Financial Asset Reconstruction Company Limited was admitted by the Honble NCLT, Hyderabad Bench vide order dated 13 August 2024 in CP (IB) No. 277/7/HDB/2023 and the Company was admitted into Corporate Insolvency Resolution Process. Subsequently, Ms. Namrata Amol Randeri was appointed as Resolution Professional vide order dated 17 January 2025. Further, the Resolution Plan submitted by Beaufond Industries Limited was approved by the Honble NCLT, Hyderabad Bench vide order dated 11 May 2026.

However, as on the date of this report, an application for initiation of Corporate Insolvency Resolution Process was filed by JM Financial Asset Reconstruction Company Limited under Section 7 of Insolvency and Bankruptcy Code, 2016 before Hon ble NCLT, Hyderabad Bench. The said application was admitted vide its order dated 13th August, 2024 in its C.P. (IB) NO. 277/7/HDB/2023 and appointed Mr. Ravindra Chaturvedi having Registration No. IBBI/ IPA-001/IP-P00792/2017- 2018/11359, as the Interim Resolution Professional of the Company. Accordingly, a public announcement dated 13th August, 2024 was effected inviting claims of the creditors against the Company. Pursuant to Section 14 of Insolvency and Bankruptcy Code, 2016 on initiation of Corporate Insolvency Resolution Process of the Company, the powers of Board of Directors were suspended and are vested with Resolution Professional of the Company.

Further, Hon ble NCLT, Hyderabad Bench vide their order No. IA (IBC) 85/2025 in CP(IB) No. 277/7/HDB/2023 dated 17th January, 2025 appointed Ms. Namrata Amol Randeri, as new Resolution Professional having IBBI Registration No. IBBI/IPA001/IP-P01585/2019-20/12495 in place of Mr. Ravindra Chaturvedi, the Interim Resolution Professional and have discharged him from his duties.

In terms of Section 17 of the code, upon commencement of CIRP, the powers of the Board of Directors of the Company stand suspended and same are vested and exercised by Ms. Namrata Amol Randeri, Resolution Professional ( RP ) of the company. The Affairs, business and assets of the Company are being managed by the RP. Hence, this Annual General Meeting is being convened by the RP only to the limited extent of discharging the powers of the Board of Directors of the Company which has been conferred upon him as per the Code.

The Resolution Plan submitted by Beaufond Industries Limited was approved by The National Company Law Tribunal, Bench (NCLT), Hyderabad Bench vide order dated 11th May, 2026 and copy of order made on 12th May, 2026.

OTHER INFORMATION / DISCLOSURES

The Company has in place a policy against sexual harassment at work place in line with the requirements of the concern statute. There was no complaint received during the year, nor there are any pending complaints which need to be redressed.

A Certi cate has been obtained from Ms. Riddhi Shah, Practising Company Secretary, that none of the Directors on the Board of the Company has been debarred or disquali ed from being appointed or continuing as Directors of Companies by the Securities Exchange Board of India / Ministry of Corporate A airs or any such Statutory Authority as on 31st March, 2024.

ADDITIONAL DISCLOSURES UNDER COMPANIES ACT, 2013:

a) The Company has not issued any bonus shares, sweat equity shares, shares with differential voting rights and equity shares on rights basis during the year under review.

b) The Company does not accept any deposit from its public.

c) It is not proposed to transfer any amount to reserves.

d) There was no change in the nature of business during the year under review.

e) The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable and hence, the disclosure under Section 197 (14) is not required.

f) The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has Internal Complaints Committee as per statutory requirement.

g) The Company has not bought back its shares, pursuant to the provisions of Section 68 of Act and the Rules made thereunder.

h) The Company has not issued any warrants, debentures, bonds or any non-convertible securities during the year under review.

i) The financial statements of the Company were not revised.

j) The Company has not failed to implement any corporate action.

k) To the extent applicable and feasible during CIRP, the Company has endeavoured to comply with Secretarial Standards issued by the Institute of Company Secretaries of India.

l) As there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013, no Voting rights were directly exercised by the employees of the Company.

GRATITUDE & ACKNOWLEDGMENTS

The Resolution Professional places on record appreciation for the support received from employees, creditors, regulators, financial institutions and stakeholders.

For Kobo Biotech Limited

(Company under Corporate Insolvency Resolution Process)

Sd/-

Namrata Amol Randeri

Resolution Professional

IBBI Registration No. IBBI/IPA-001/IP-P01585/2019-2020/12495

Exercising powers of Board of Directors under Sections 17 and 23 of IBC, 2016.

Date: 26/06/2026

Place: Mumbai