Kohinoor Foods

Kohinoor Foods Ltd Directors Report

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Oct 22, 2026|11:44:55 AM

Kohinoor Foods Ltd Share Price directors Report

The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31, 2026 and the audited financial statements and notes for the year ended March 31, 2025. This report contains forward looking statements, which may be identified by their use of words like plans, expects, will, anticipates, believes, intends, projects, estimates or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the Companys strategy for growth, market position, expenditures, and financial results, are forward looking statements. Forward looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward looking statements, on the basis of any subsequent developments, information or events.

Company - In General

Synonymous with the fine taste of India in its absolute authentic form, the sole objective of Kohinoor Foods Limited, since its inception, has been to make the world experience the true Indian flavor. The Company offers an extensive range that caters to consumers need in all parts of the world - a wide variety of Basmati Rice, Ready to Eat Curries & Meals, Readymade Gravies, Cooking Pastes, Chutneys, Spices and Seasonings to Frozen Breads, Snacks & Paneer (Indian Cottage Cheese), healthy grains, edible oils. Today, the most powerful brand of the Company "Kohinoor" is a household name in the countries like USA, UAE, Canada, Australia, Middle East, Singapore, Japan, Mauritius & other European countries. As of now, the brand Kohinoor is known worldwide.

Your directors take pleasure in presenting the 37^th Annual Report and the Audited Annual Accounts of the Company for the Financial Year ended 31st March 2026.

Financial Overview

The financial highlights for the year ending 31st March 2026 are as under:

Particulars	FY26	FY25
Total Turnover	1,588.69	875.93
Profit/(Loss) Before Interest,
Depreciation and Tax (PBIDT)	47.68	51.91
Profit/(Loss) Before Tax	891.34	3,582.76
Less: Tax Expense	84.52	57.66
Profit/(Loss) After Tax	806.82	3,525.13
Total Comprehensive income for the year	806.50	3,523.59

The Boards Report has been prepared based on the standalone financial statements of the Company.

Operations

During the Year, your company focused on the restructuring of the company operations due to various constraint faced due to financial crisis, various measures have been taken for reduction of the cost of operation. Despite the factors faced by the company during the year, your company remains committed to providing world-class products to its consumer, focused on improving operational efficiencies across its functions and enhancing its reach to the global consumers.

For the financial year under review 2025-26, the contribution made by Rice to the Companys business is INR 963.70 million as against INR 5.58 million in previous year while the Food Business stood at INR 490.95 million as against INR 836.99 million in the last financial year.

The year saw an increase of 17,167.62% in Rice Business and a decrease in 41.34% in food business in sales in value terms in comparison to last years sales. Sales market was down due to instability in the overseas market and the financial constraint faced by the Company.

Impact of Covid-19 Pandemic

Details of the impact of Covid-19, have been provided in the notes to financial statements forming part of this report.

Subsidiaries / Joint Venture

USA Operations

Kohinoor Foods USA Inc. was incorporated in year 2000 in the state of New Jersey, USA, as a wholly owned subsidiary of Kohinoor Foods Limited (KFL), India, to cater to the markets of US & Canada. The brand Kohinoor is well known in USA for its quality rice and food items.

However, during the current year this company did not carry any business as there is no export sales for KFL India to US & Cananda, at present the office is closed due to no business.

Food Business

During the year 2025-26, in processed & packaged food products the company did business of around INR 490.95 million as against INR 836.99 million in the previous year. The food factory has continued its operation effectively, which improved our production & revenues from food business inspite of the liquidity problem and Global Political Market hindrance.

Australia, USA, Canada are major markets for our range of processed & packaged food products.

Overview - Ready to Eat Industry Food Business Overview

The Global Ready-to-Eat (RTE) Meals Market is segmented by:

• Product Type: Instant Breakfast/Cereals, Instant Soups and Snacks, Ready Meals, Baked Goods, Meat Products, and Other Product Types.

• Distribution Channel: Hypermarkets/Supermarkets, Convenience Stores, Online Retail Stores, and Other Distribution Channels.

• Geography: North America, Europe, Asia-Pacific, Latin America, and Middle East & Africa.

PACKAGED FOOD MARKET SIZE & SHARE

The global Ready-to-Eat food market size was valued at approximately USD 189.1 billion in 2024 and is expected to grow to USD 269.4 billion by 2033, registering a CAGR of 4.01% during the forecast period (2025-2033).

The Packaged Food Market is Segmented by Product Type (Dairy, Confectionery, Bakery, Snacks, Meat, Breakfast Cereals, Baby Food, and More), by Category (Conventional and Organic), by Distributional Channels (Supermarkets/Hypermarkets, Convenience Stores, Online Retail Stores, and More), and by Geography (North America, Europe and More). The Market Forecasts are Provided in Terms of Value (USD) and Volume (Tons).

The packaged food market size was valued at USD 6.34 trillion in 2025 and estimated to grow from USD 6.61 trillion in 2026 to reach USD 8.15 trillion by 2031, at a CAGR of 4.28% during the forecast period (2026-2031). Rapid urbanization, rising disposable income in emerging economies, and consumers preference for convenient yet nutrient-dense products are redefining category dynamics. Demand is gravitating toward natural, organic, and free-from options, while functional claims such as probiotic, high-protein, and fortified benefits migrate from niche lines into mainstream shelves. Distribution patterns are fragmenting as e-commerce compresses delivery windows below fifteen minutes in dense cities, obliging supermarkets to retrofit micro-fulfillment zones. Meanwhile, sustainability mandates are accelerating material innovation, shifting packaging away from single-use plastics toward fiber-based or enzymatically recyclable substrates, even at a 15-25% cost premium. Competitive intensity in the packaged food market is rising as incumbents prune underperforming SKUs and acquire plant-based specialists to secure relevance with younger cohorts.

Growing consumer interest in ethnic and global flavor exploration is significantly driving innovation and product development in the packaged food market. Increasing cultural exposure through travel, digital media, and multicultural urban populations has encouraged consumers to experiment with international cuisines and diverse taste profiles. Packaged food manufacturers are responding by introducing products inspired by Asian, Latin American, Middle Eastern, and Mediterranean flavors to meet evolving taste preferences. This trend is particularly strong among younger consumers seeking novel and authentic culinary experiences in convenient formats. Limited-edition launches, fusion flavors, and regionally inspired recipes are helping brands differentiate their offerings in competitive retail environments in the packaged food market. Additionally, the rising popularity of ready-to-eat meals and snack products featuring global seasonings supports higher consumer engagement and repeat purchases.

Consumers are driving growth in the packaged food market by prioritizing nutrition and preventive health in their daily diets. Rising awareness of lifestyle-related health issues, such as obesity, diabetes, and digestive concerns, is pushing demand for products with enhanced nutritional benefits. The International Diabetes Federation (IDF) reports that in 2024, 589 million adults aged 20-79 lived with diabetes, with projections reaching 853 million by 2050[1]. Manufacturers are introducing fortified foods, high-protein snacks, probiotic items, and products enriched with vitamins, minerals, and fiber. Health-conscious buyers increasingly prefer clean-label formulations, reduced sugar content, and natural ingredients. The International Food Information Councils Food and Health Survey 2024 shows that 67% of Americans consider healthfulness crucial in food and beverage choices, highlighting wellness trends strong influence on purchasing behavior. Interest in immunity-boosting and functional ingredients continues to grow in the packaged food market, driven by a focus on long-term health management.

Rising consumer preference for clean-label and transparent ingredients

Consumers are showing a stronger preference for brands that adopt eco-friendly materials, reduce plastic usage, and promote recyclability or biodegradability in packaging formats. Manufacturers are investing in lightweight packaging, paper-based alternatives, and reusable designs to align with sustainability goals while maintaining product safety and shelf life. Sustainable packaging also enhances brand perception, particularly among environmentally conscious consumers seeking responsible consumption choices. According to the 2024 IFIC Food & Health Survey, foods labeled as "Natural," "Organic," or "Healthy" are among the top in-store signals, with 36% of American consumers preferring such attributes, reflecting the broader shift toward transparency and sustainability in food products. This preference encourages companies in the packaged food market to integrate sustainable packaging with clean-label positioning to strengthen product appeal. As regulatory pressure and consumer expectations continue to rise, sustainable packaging innovation remains a key strategic focus for packaged food manufacturers.

Innovation in sustainable and recyclable packaging solutions

Innovation in sustainable and recyclable packaging solutions is increasingly supporting growth in the packaged food market as environmental concerns influence consumer purchasing behavior. Food manufacturers are adopting recyclable, biodegradable, and compostable materials to reduce environmental impact while maintaining product safety and shelf stability. The shift toward lightweight packaging and reduced plastic usage also helps companies lower transportation costs and carbon emissions. In addition, sustainable packaging enhances brand value and strengthens consumer trust, particularly among environmentally conscious buyers. Governments and regulatory bodies are further encouraging the adoption of eco-friendly packaging through stricter waste management and recycling regulations. Companies in the packaged food market are also investing in packaging designs that improve recyclability without compromising convenience or product quality.

Health concerns related to sugar, salt, and preservatives

Growing health concerns related to high levels of sugar, salt, and preservatives are limiting the growth potential of the packaged food market as consumers become more cautious about ingredient consumption. Increasing awareness of lifestyle- related conditions such as obesity, hypertension, diabetes, and cardiovascular diseases has led consumers to scrutinize nutritional labels more carefully. Many packaged food products are often perceived as highly processed, which can discourage health-conscious consumers from frequent consumption. Regulatory bodies across several countries are also introducing stricter labeling requirements and reformulation guidelines to reduce sodium and sugar content in processed foods. This has increased pressure on manufacturers to reformulate products while maintaining taste, texture, and shelf life, often leading to higher production costs. Additionally, negative consumer perception toward artificial preservatives and additives is encouraging a shift toward fresh or minimally processed alternatives in the packaged food market.

Rising input, labor, energy, and production costs

Rising input, labor, energy, and production costs are posing significant challenges to the packaged food market, impacting profitability and pricing strategies for manufacturers. Fluctuations in the cost of raw materials such as grains, dairy, oils, and sweeteners directly affect production expenses, while increasing labor costs add to operational overheads. Energyintensive processes, including manufacturing, refrigeration, and transportation, further contribute to higher production costs. These rising expenses often force companies to adjust product pricing, which can affect consumer demand, particularly in price- sensitive segments. Supply chain disruptions and inflationary pressures in key markets exacerbate cost volatility, making long-term planning more challenging for manufacturers. Additionally, smaller and mid-sized producers may face greater difficulty absorbing these costs compared to larger, integrated firms, potentially limiting their market competitiveness.

Segment Analysis

By Product Type: Dairy Alternatives Disrupt Legacy Categories

Bakery products accounted for the largest share of the packaged food market in 2025, contributing 34.27% of total market revenue, primarily driven by their widespread consumption and strong consumer familiarity across regions. Products such as bread, biscuits, cakes, pastries, and savory baked snacks continue to serve as convenient meal and snacking options for consumers with busy lifestyles. The segment benefits from frequent product innovation, including healthier formulations such as whole grain, high-fiber, and reduced-sugar variants, which help maintain strong demand among health-conscious consumers. In addition, the expansion of organized retail and online grocery platforms has improved product accessibility across the packaged food market and visibility, further strengthening sales performance.

Dairy and dairy alternatives are projected to be the fastest- growing segment in the packaged food market, expected to register a CAGR of 4.81% through 2031. Growth in this segment is largely supported by increasing consumer awareness regarding nutrition, protein intake, and functional health benefits associated with dairy-based products. At the same time, rising lactose intolerance awareness and the growing popularity of plant-based diets have accelerated demand for dairy alternatives such as almond, soy, oat, and coconut- based products. Manufacturers in the packaged food market are actively expanding product portfolios with fortified, low- fat, and probiotic-rich offerings to cater to evolving consumer preferences. The introduction of innovative flavors, convenient packaging formats, and ready-to-consume dairy beverages has further strengthened market expansion.

By Category: Natural and Organic Segments Gain Share

The natural, organic, and free-from category is forecast to grow at 5.43% through 2031, significantly outpacing the conventional segment, which held 76.38% of the market in 2025. This divergence reflects a structural shift in consumer priorities, where ingredient provenance and production methods are becoming primary purchase drivers, particularly among urban millennials and Gen Z cohorts who demonstrate higher willingness to pay for certified organic and non-GMO products. Conventional products remain dominant due to price sensitivity in emerging markets and rural areas, where income constraints limit access to premium-priced alternatives, yet even within this segment, manufacturers are introducing "better-for-you" sub-brands that incorporate whole grains, reduced sodium, and no artificial additives to capture trade-up demand.

Certification standards like USDA Organic, EU Organic, and India Organic are emerging as key differentiators. Retailers are now dedicating premium shelf space to these certified products. Meanwhile, e-commerce platforms are incorporating organic filters, enhancing product visibility. However, the categorys expansion faces hurdles. Organic raw materials demand specialized handling and traceability, pushing logistics costs up by 10-15%. This added expense poses challenges, especially for smaller manufacturers looking to enter the market.

By Distribution Channel: E-Commerce Reshapes Retail Economics

Supermarkets and hypermarkets accounted for the largest share of the packaged food market in 2025, representing 45.38% of total sales, primarily due to their extensive product assortment and strong consumer trust. These retail formats offer consumers the advantage of one-stop shopping, allowing them to compare multiple brands, product types, and price ranges within a single location. The availability of promotional offers, bulk purchasing options, and private-label products further strengthens consumer preference for these channels. In addition, well-established supply chains and efficient inventory management enable supermarkets and hypermarkets to maintain consistent product availability, particularly for high- demand packaged food categories.

Online retail is projected to be the fastest-growing distribution channel in the packaged food market, expected to expand at a CAGR of 5.57% during 2026-2031. The increasing adoption of smartphones, improved internet penetration, and the growing popularity of digital payment systems have significantly accelerated online grocery purchases. Consumers are increasingly attracted to the convenience of home delivery, flexible ordering options, and access to a wider range of domestic and international packaged food products. E-commerce platforms in the packaged food market also provide personalized recommendations, subscription-based purchasing models, and competitive pricing, which enhance consumer engagement and loyalty.

Source: https://www.mordorintelligence.com/industry- reports/packaged-food-market

Basmati Rice

Overview of Rice Industry

The India Rice Market Report Includes Production Analysis (Volume), Consumption Analysis (Value and Volume), Export Analysis (Value and Volume), Import Analysis (Value and Volume), and Price Trend Analysis. The Market Forecasts are Provided in Terms of Value (USD) and Volume (Metric Tons).

The India rice market size in 2026 is estimated at USD 49.32 billion, growing from 2025 value of USD 47.1 billion with 2031 projections showing USD 62.09 billion, growing at 4.72% CAGR over 2026-2031. India accounts for 30.3% of global rice exports, with domestic production projected to reach 151 million metric tons in 2025-26, establishing the country as a significant influence on global rice prices. The removal of the September 2024 ban on non-basmati white rice exports has increased export opportunities, while increased minimum support prices (MSP) support farmer income and encourage production capacity growth. The adoption of advanced technologies, including genome-edited varieties and remote-sensing water management systems, is enhancing production efficiency and improving product traceability for export markets.

Per-capita rice consumption is increasing in Indian metropolitan areas where changing lifestyles drive demand for convenient, nutritionally enhanced staples. Government surveys indicate growing differences in cereal preferences between rural and urban areas, leading suppliers to develop high-protein and low-glycemic index products that can command higher prices. The International Rice Research Institute has enhanced protein content to 15.99%, while the black-grained BPT 2841 variety offers increased lysine content, appealing to health-conscious consumers. Rice suppliers are investing in new varieties, improved packaging, and multi-channel distribution to capture urban market share. This trend has increased value realization across the supply chain, benefiting farmers who meet quality standards.

The government mandate for grain fortification through the Public Distribution System (PDS) has established consistent demand. The program serves more than 800 million beneficiaries, with 1,023 fortified kernel plants having a capacity of 111 lakh metric tons, which is twice the schemes requirements. The installation of blending equipment in over 21,000 rice mills has created an additional processing network that ensures steady operations for millers. The guaranteed annual procurement of 520 lakh metric tons provides stable demand for compliant suppliers. States with high anemia rates, such as Nagaland, demonstrate the public health need that supports continued budget allocation. The fortification requirements are projected to become standard specifications, encouraging open-market participants to produce nutrient- enriched products.

The Minimum Support Price (MSP) for paddy increased to INR 2,369 per quintal (USD 28.4) for 2025-26, maintaining the policy of ensuring 1.5 times the production cost. Government procurement increased from 761.40 lakh metric tons in 201415 to 1,062.69 lakh metric tons in 2022-23, increasing farmer earnings from INR 1.06 lakh crore (USD 12.8 billion) to INR 2.28 lakh crore (USD 27.5 billion). This price protection encourages farmers to adopt high-yield hybrid varieties without concerns of market oversupply, although the domestic price floor may reduce export competitiveness. The concentration of procurement in West Bengal, Uttar Pradesh, and Punjab creates regional income disparities and influences crop selection patterns in these regions.

Indias agricultural mechanization rate of 40-45% indicates significant potential for improvement through precision planters, direct-seeded rice techniques, and laser-leveled irrigation systems. Research conducted across four states demonstrates that direct-seeded rice reduces cultivation costs by 79% and increases net earnings per acre by 62%. Remotesensing data from Punjab indicates 20-40% water conservation without compromising crop yields, highlighting improved climate resilience. Government initiatives, including SMAM subsidies and an INR 500 crore (USD 60.2 million) genomeediting fund, support technology adoption, particularly through smallholder service platforms that consolidate demand. These improvements create a cycle of enhanced productivity that addresses increasing labor shortages.

Extreme precipitation events were observed during the 2024 monsoon, affecting agricultural fields in Gujarat, Andhra Pradesh, and Telangana. Analysis indicates that rainfall exceeding 1,621 mm negatively impacts Kharif crop yields. Climate projections indicate a potential 20% decline in irrigated crop yields in Uttar Pradesh, while rain-fed areas may experience slight improvements. Farmers are responding by adjusting planting schedules and adopting drought-resistant crop varieties, though infrastructure development for climate resilience remains inconsistent across regions.

Small landholdings averaging below 1.1 hectares restrict mechanization and increase per-unit input costs. Direct-seeded rice trials demonstrate yield improvements in Uttar Pradesh, while results vary in Madhya Pradesh due to diverse soil conditions. Hybrid seeds, despite offering 2-metric tons per hectare higher yields, cost 3-4 times more than open-pollinated varieties, making them less accessible to small farmers. Punjabs decision to ban hybrid paddy by 2025, following Food Corporation of Indias quality concerns, highlights the challenge of balancing productivity gains with market requirements.

Geography Analysis

Indias rice export strength originates from geographically concentrated surplus regions with established canal irrigation and policy support. Punjab and Haryana contribute over 70% of basmati exports, while Eastern states primarily supply non- basmati varieties to the Public Distribution System (PDS), creating distinct logistics channels. The India rice market benefited from the September 2024 policy change that resumed non-basmati exports, leading to increased freight bookings to West Africa and the Middle East.

Telangana leads the southern expansion through canal modernization and state input subsidies that support multiple cropping cycles. While eastern coastal zones maintain high productivity, port infrastructure limitations increase freight costs and reduce profit margins. Remote sensing data indicates 78% accuracy in identifying sustainable water-saving practices across 3 million Punjab plots, offering potential solutions for water-stressed regions across India.

Processing infrastructure aligns with raw-paddy production zones, with more than 21,000 fortification-compliant mills located in major procurement areas, strengthening regional advantages. Climate events, such as the 2024 floods, reveal infrastructure vulnerabilities, highlighting the importance of diverse sourcing within the India rice market. Export competitiveness varies based on distance to ports; Punjab basmati faces higher logistics costs compared to Pakistani exports through Karachi, compelling Indian exporters to focus on value-added branding to maintain price levels.

Source: https://www.mordorintelligence.com/industry-reports/ india-rice-market.

Risks & Concerns

There was default in repayment of bank loans from March-2018 onwards and the Banks classified the companys accounts as non-performing asset and served Notice under section 13(2) & 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act. The company entered into One Time Settlement (O.T.S.) agreement with the Banks and has paid full amount of O.T.S. along with Interest to the lenders.

The Lead Bank has filed petition against Company before Honble NCLT Bench Chandigarh, As the company has paid in full the agreed One Time Settlement amount along with interest to the lenders, the petition filed under the Insolvency and Bankruptcy Code, 2016 has become infructuous and has been disposed off.

One of the member Consortium Bank has filed petition against Company before Honble NCLT Bench Chandigarh, As the company has paid in full the agreed One Time Settlement amount along with interest to the lenders, the petition filed under the Insolvency and Bankruptcy Code, 2016 has become infructuous and has been disposed off.

The Company has received an ex-parte interim order from Debt Recovery Tribunal-III, Delhi dated 25/06/2020 restraining the company from transferring/ alienating or otherwise dealing with, or disposing off or encumbering or creating any third party interest with respect of the hypothecated assets/ immovable properties of the Company until further orders. As the company has paid in full the agreed One Time Settlement amount along with interest to the lenders, the petition filed has been withdrawn by the lender.

The Company has received a Notice through speed post from DRT-II, New Delhi. The Lead Bank has filed petition before DRT Delhi against the Company under section 19(4) of the Act. The company is contesting the matter. The company entered into One Time Settlement (O.T.S.) agreement with the Banks and has paid full amount of O.T.S. along with Interest to the lenders.

A summon/notice had been received from the Directorate of Enforcement, Central Regional Office, Government of India, in the name of The Director, to appear before them along with various document. The Director/authorized representative of the company has submitted relevant documents before the authorities/ offices / departments.

A notice had been received from Central Bureau of Investigation in the name of The Director, Kohinoor Foods Limited to produce documents/information in person before them. The Director/ authorized representative of the company submitted relevant documents before the authorities/ offices / departments.

The Company has submitted its resolution proposal (O.T.S.) with Consortium Banks and the same is sanctioned by the Lead Bank. The Company entered into O.T.S. with the Lead Bank/Lenders vide, dated 22//07/2021 and 21/12/2024 for the revised amount of INR 227.45 Crores. INR 27.45 Crores is to be paid by Sep-2025. As per the terms of the sanctioned O.T.S., the Company has paid INR 200 Crores (INR 190 Crores by the buyer of rice manufacturing unit and INR 10 Crores by the Company) (INR 78.5 Crores till 31/03/2025 and INR 121.50 Crores dated 15/04/2025). Further, INR 40.11 Crores of PNB- Dubai is outstanding, which is under consideration of O.T.S.

The company has demonetized its rice manufacturing unit; the buyer of the rice manufacturing unit has deposited full consideration amount of INR 190 Crore to the lenders and an additional piece of Land has been demonetized for Rs. 8 Crore to meet the outstanding with the lenders. The lender has issued NOC against rice manufacturing unit. The company has LREADY obtained approval from lender/shareholders in this regard. The Company has obtained NOC in majority from the lenders and remaining lenders would issue NOC to the company in due course. Further, the company is planning to operate the rice manufacturing unit (on lease basis) from Kandla Gujarat to sustain its rice business.

The company had issued a corporate guarantee in favor of PNB Hongkong (now PNB-Dubai) for loan granted by PNB Hongkong (now PNB-Dubai) to its wholly own subsidiary Kohinoor Foods USA Inc. PNB Hongkong (now PNB-Dubai) has invoked the corporate guarantee on default made by Kohinoor Foods USA Inc. The company has recognized the liability of Rs.4429.57 Lacs (previous year Rs.4088.18 Lacs). The Company has received legal notice from the Punjab National Bank, Hong Kong in regard to outstanding indebtedness of the due amount. The matter is now being taken up with PNB Dubai and the Company has submitted an OTS proposal for settlement of this liability arising out of corporate guarantee and requested to process the Company O.T.S. Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration. The company has not provided interest towards revoked corporate guarantee for the loan given to its wholly owned subsidiary in USA by PNB Hongkong, to the extent of Rs 318.43 Lacs for the current year, Rs. 284.20 Lacs for the previous year and Rs. 1528.28 Lacs from the date of revocation of corporate guarantee up to 31-03-2026.

The Board of Trustee of the port of Mumbai has filed a money suit for recovery towards alleged outstanding demurrage charges against which the Company has filed its counter claim towards the financial losses, interest on the investment, refund of the license fees, refund of the demurrage charges, compensation and damages etc. The matter is still pending.

The companys vendor has filed an execution petition before Faridabad District & Session Judge. The company has also approached Honble High Court Chandigarh and Honble High Court Delhi for stay on above matter. Further, the Company filed a petition before the Honble Apex Court with regard to contesting of proceeding before District and Session Court, Faridabad. The Honble Apex Court had allowed the company petition with granting relief to the Company and parties against the impugned order of Faridabad District Court and asked the Company to approach the Honble High Court for seeking direction for further relief. The Honble high Court has granted stay. The Company has also deposited the impugned order amount in compliance with the order of the Court. The company is contesting the matter.

The Municipal Corporation has issued notice to the Builder of Pinnacle Tower for vacating of premises Pinnacle Tower, at Surajkund Faridabad. The Builder had obtained interim stay on the order of Municipal Commissioner, Faridabad from Honble High Court Punjab and Haryana. The Company also filed a petition against Municipal Corporation & other before the Civil Judge, Senior Division, Faridabad with regard to stay of proceeding against order of Municipal Corporation, Faridabad. The Honble Faridabad Court has stated that already interim stay has been granted by the Honble High Court, hence no ground to grant relief prayed for is made out at this stage.

A Show Cause Notice under rule 4 of SEBI (Procedure for Holding Inquiry and Imposing Penalties) Rules, 1995 has been issued in the name of Directors and Company. The Directors and Company have already applied for settlement and adjudication applications with SEBI.

The observations of the Auditor with regard to the management assessment of (a) the Companys ability to continue as going concern in view of the continuous operational loss and negative net worth and due to financial constraint, material uncertainty exists about the companys ability to continue as going concern. The management of the Company believes that it can continue as a going concern, based on the sanction of revised / revival of one time settlement by the lenders, which has been fully paid by the company and the interest shown by Prospective Investors in the Company and (b) the company has not provided interest towards revoked corporate guarantee for the loan given to its wholly owned subsidiary in USA by PNB Hongkong, to the extent of Rs 318.43 Lacs for the current year, Rs. 284.20 Lacs for the previous year and Rs. 1528.28 Lacs from the date of revocation of corporate guarantee up to 3103-2026. The matter is now being taken up with PNB Dubai and the Company has submitted an OTS proposal for settlement of this liability arising out of corporate guarantee and requested to process the Company O.T.S. Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration.

Macro-economic factors like recession, subdued demand and political uncertainty may affect the business of the Company and the industry at large as well. The Company is aware that uncertainties in business offer opportunities as well as downside risks and thus has identified and put in place mitigation tools for the same. Some key risk areas are:

Procurement risk

In a country like India, where more than 60 per cent of the area under cultivation is not irrigated, farm production is highly vulnerable to fluctuations in rainfall. Beside production risk, Indian farmers also face high market risk. Farm harvest prices in the country show high inter and intra year volatility. Price variation is quite pronounced in the regions and commodities where price support mechanism is not operative. Further adequate availability of key raw materials at the right prices is crucial for the Company. Being a generic natural product with low yield concentrated in a small region of the World, production of Basmati depends on the vagaries of nature. Therefore, any disruption in the supply due to a natural or other calamity or violent changes in the cost structure could adversely affect the Companys ability to reach its consumers with the right value proposition. However, we are ready with plans that might help us at such times. However, the Companys long-term relationship with farmers built on trust ensures constant supply and thus over the years it has not faced any procurement problems. Also, adequacy of irrigation facilities in the Basmati producing regions mitigates these uncertainties.

High working capital requirement: Basmati rice requires to be aged for 9-12 months before selling, leading to huge working capital requirements. This results in low ROCE for the industry. Combating this risk, efficient working capital management system has been set in place by the Company and cash flow is monitored on daily basis.

Intense competition from unorganized sector: Another characteristic of this industry is the presence of unorganized sector offering basmati in loose unbranded form which intensifies competition. The Company is moving towards branded products and has invested significantly in building a strong brand which helps in differentiating their product.

Material Changes and Commitments affecting Financial Position

There have been no material change(s) and commitment(s) affecting the financial position of the Company between the end of the financial year of the Company i.e., March 31, 2026, and the date of this Report.

Change in the nature of Business

There has been no change in the nature of business of the Company during the financial year ended on March 31, 2026.

Transfer to Reserves

The Company has not transferred any amount to reserves for the financial year ended March 31,2026.

Dividend

Your directors do not recommend any dividend for the financial year 2025-26. The Company has framed Dividend Distribution Policy in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The Policy may be accessed on the website of the Company at: www.kohinoorfoods.in. The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividends

Credit Rating

During FY 2025-26, there was no change in credit rating of the Company. Your Company Credit Rating, as on March 31, 2026, is D.

Consolidated Financial Statements

In accordance with the provisions of the Act, the Listing Regulations and Ind AS, the audited consolidated financial statements are provided in the Annual Report

Directors

Appointment / Re-Appointment / Resignation / Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013, Satnam Arora (DIN 00010667), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Your directors recommend this resolution for approval of the members.

The Re-Appointment and Remunerations of Mr. Jugal Kishore Arora (DIN 00010704), Mr. Satnam Arora (DIN 00010667) and Mr. Gurnam Arora (DIN - 00010731) had been approved by the Shareholders in the 34th Annual General Meeting of the Company held on 29th September, 2023 for the period of three years subject to the approval of the Central Government. Now the Company wants to renew the appointment and remuneration payable to these Managerial Personnel on the same term and condition as approved by the shareholder in their Annual General Meeting held on 29th September, 2023 for further period of three years starting from 1st October, 2026 in the forthcoming Annual General Meeting, subject to the overall limit as approved by the Central Government.

Your Directors recommend this resolution for approval of the members.

Key Managerial Personnel

During the year under review, the Board of Directors, in its meeting held on 23rd April 2025, appointed Mr. Pradeep Goswami, Member of ICAI, who possess the requisite qualification, as the CFO of the Company, with effect from 01st April 2025, to perform the duties of a CFO, of the Company. Mr. Pradeep Goswami, CFO of the Company, resigned, due to some personal reason, from the Company w.e.f., the closing of business hours on 17-11-2025. The Board, in its meeting held on 13th February 2026, placed the invaluable contributions and achievements of Mr. Pradeep Goswami, as a CFO of the Company and a valued member of the Board.

The Board, in its meeting held on 13th February 2026, appointed Mr. Prabhat Kumar, Qualified CAIIB with MA English and Bachelor of Law, who possess the requisite qualification, as the CFO of the Company with effect from 18th November 2025, to perform the duties of a CFO, of the Company.

Subsidiary, Joint Ventures and Associate Companies

Kohinoor Foods Limited enjoys its global presence and has well managed to build a premium brand name for its quality in Rice Branding and Ready to Eat Food and with a view of expansion and diversification; it has created subsidiary companies for facilitating these operations in various countries.

A statement containing the performance and highlights of Financial Statements of subsidiary, associate and joint venture companies is provided in Form AOC-1 attached to the Financial Statements forms part of this Report and hence not repeated here for the sake of brevity.

In accordance with section 129(3) of the Companies Act, 2013, we have prepared Consolidated Financial Statements of the Company and all its subsidiaries, which form part of the Annual Report. The Financial Statements have been prepared on the historical cost convention on going concern basis and on accruals basis unless otherwise stated. The name of companies which have become or ceased to be subsidiary or joint venture or associate companies, if any, have been mentioned in the notes to the accounts. The financial statements of Kohinoor Foods Limited ("Holding Company of KFL") together with its subsidiaries (hereinafter collectively referred to as "Group") are consolidated to form Consolidated Financial Statements (CFS). Consolidated Financial Statements consolidate the financial statements of KFL and its Wholly Owned Subsidiaries.

The parent company has not received audited financial statement from its Joint venture Company, Rich Rice Raisers LLC. The Management considers that the parent company is not in position to exercise control over this entity. Hence the results of Joint Venture Company have not been considered in the Consolidated Financial Statements. Rich Rice Raisers LLC, in which, KFL hold 25% shareholding, has closed its operation.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statement, including the Consolidated Financial Statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.kohinoorfoods.in/investor. These documents will also be available for inspection during business hours at our Registered Office.

Further these Financial Statements have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the Ind AS) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. These financial statements for the year ended March 31, 2026 are prepared under Ind AS. For all periods up to and including the year ended March 31, 2017, the financial statements were prepared in accordance with the accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (hereinafter referred to as Previous GAAP) used for its statutory reporting requirement in India immediately before adopting Ind AS.

Further the Policy for determining material subsidiaries as approved by the Board may be accessed on the Companys website at the link: www.kohinoorfoods.in/investor

The details of business operations / performance of major subsidiaries are as below:

Internal Control System

The Company has in place adequate internal control systems that facilitates the accurate and timely compilation of financial statements and management reports, ensures regulatory and statutory compliance, and safeguards investor interest by ensuring the highest level of governance. The control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly.

A CEO and CFO Certificate provided by Jt. Managing Director and CFO, included in the Corporate Governance Report confirms the existence of effective internal control systems and procedures in the Company Internal audit function evaluates the adequacy of, and compliance with policies, plans, regulatory and statutory requirements. The Internal Auditors directly report to the Boards Audit Committee, thus ensuring the independence of the process. It also evaluates and suggests improvement in effectiveness of risk management, controls and governance process. The Audit committee and Board provides necessary oversight and directions to the Internal audit function and periodically reviews the findings and ensures corrective measures are taken. In the opinion of the management and the internal auditors, there exists adequate safeguard against fraud and negligence within the Company.

Our Offices as well as the manufacturing facilities endorse the highest health, safety, security and environmental standards.

Internal Financial Controls

The Company has in place well defined and adequate Internal Financial Controls which are tested from time to time for necessary improvement, if any required.

Listing at Stock Exchange

The Equity Shares of the Company are listed with BSE Limited and National Stock Exchange of India Ltd The annual listing fee for the Financial Year 2026-27 has been paid by the Company.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as stipulated by the Stock Exchanges. Pursuant to SEBI (LODR), Regulation, 2015, a report on the Corporate Governance, Certificate regarding Compliance, Secretarial Audit Report and Jt. Managing Director (CEO) and CFO certification along with the Auditors Certificate has been made part of the Annual Report.

Auditors

M/s N C Raj & Associates, Chartered Accountant (FRN: 002249N), New Delhi, Statutory Auditors of the Company was appointed as auditors of the Company for the first term, to holds office from the conclusion of 32nd Annual General Meeting to the conclusion of Fifth Annual General Meeting to be held till the year 2026.

In order to ensure smooth transition and handover and in terms of Section 139 of the Act read with rules made thereunder, the Audit Committee of the Board, after assessing the qualifications and experience of M/s. Arora and Choudhary, Chartered Accountant, New Delhi (Firm Registration No. 000870N) recommended their appointment as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the ensuing 37th AGM of the Company till the conclusion of 42nd AGM of the Company.

The Board pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 and on the recommendation of the Audit Committee in its meeting held on 13^th August 2026 has recommended the appointment of M/s Arora and Choudhary, Chartered Accountant, New Delhi (Firm Registration No. 000870N), as Statutory Auditors of the Company.

The proposed appointment will be for a term of 5 consecutive years, commencing from the conclusion of the ensuing 37th Annual General Meeting (AGM) until the conclusion of the 42^nd AGM of the Company, subject to the approval of the shareholders at the ensuing AGM.

The Board of Directors accordingly recommends their appointment as Statutory Auditors.

The Company has received written consent and certificate(s) of eligibility and other relevant documents i n accordance with Sections 139, 141 of the Act from M/s Arora and Choudhary, Chartered Accountant, New Delhi (Firm Registration

No. 000870N) to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and they satisfy the criteria with respect to their eligibility, provided in Section 141 of the Act read with rules made thereunder.

Auditors Report

The Company has received the Auditors Report signed by M/s N C Raj & Associates, Chartered Accountants, New Delhi and took note on the same. Further as mentioned in the Auditors Report, attention is drawn (Emphasis of Matters) to notes to the Financial Statements, the same has not been reproduced for the sake of brevity as the remarks given by the Auditors are self-explanatory, however the Board has discussed the same in detail as had been provided in the notes to the Financial Statements and The observations of the Auditor with regard to the management assessment in brief as below:

(a) the Companys ability to continue as going concern in view of the continuous operational loss and negative net worth and due to financial constraint, material uncertainty exists about the companys ability to continue as going concern. The management of the Company believes that it can continue as a going concern, based on the sanction of revised / revival of one time settlement by the lenders, which has been fully paid by the company and the interest shown by Prospective Investors in the Company and

(b) the company has not provided interest towards revoked corporate guarantee for the loan given to its wholly owned subsidiary in USA by PNB Hongkong, to the extent of Rs 318.43 Lacs for the current year, Rs. 284.20 Lacs for the previous year and Rs. 1528.28 Lacs from the date of revocation of corporate guarantee up to 31-03-2026. The matter is now being taken up with PNB Dubai and the Company has submitted an OTS proposal for settlement of this liability arising out of corporate guarantee and requested to process the Company O.T.S. Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration.

There are no instances of any fraud reported by the Statutory Auditors to the Audit Committee or the Board pursuant to section 143(12) of the Act.

Cost Auditors

The Cost Auditor M/s Cheena and Associates appointed as Cost Accountants of the Company for the year 2025-26 and has completed the audit of the cost record of the Company. The Cost Audit Report does not contain any qualification, reservation or adverse remark.

The Board pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), has approved the appointment of M/s Cheena & Associates, Cost Accountant Firm to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2027 and remuneration to be paid subject to rectification by shareholders.

In terms of sub-section (1) of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain the cost records. Accordingly, such accounts and records have been maintained by the Company. M/s Cheena and Associates, Cost Accountants, were appointed as the Cost Auditors of the Company for auditing the cost records of the Company for the financial year 202627, subject to ratification of their remuneration by the Shareholders of the Company in the 37th AGM of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration for the financial year 2026-27 of M/s Cheena and Associates, Cost Auditors, is included in the Notice convening the 37th AGM of the Company.

Secretarial Audit

The Secretarial Auditor M/s. MANK and Associates, Company Secretary Firm, (having FCS No. 10248 and CP No. 19684) appointed as Secretarial Accountants of the Company for the year 2025-26 and has completed the audit of the Secretarial record of the Company. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board pursuant to the provisions of Section 204 and all other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force), has approved the appointment of M/s. MANK and Associates, Company Secretary Firm, (having FCS No. 10248 and CP No. 19684) to conduct the audit of the secretarial records of the Company for the financial year ending on March 31, 2027 and remuneration to be paid subject to rectification by shareholders.

Secretarial Audit Report

The Secretarial Auditor M/s MANK and Associates, Company Secretaries, appointed for the year 2025-26 and has completed the secretarial audit of the Company. The Secretarial Audit Report received from the Practicing Company Secretary is annexed to the Annual Report as Form No.-MR-3. As per the Secretarial Audit Report the Company has complied with all the applicable acts, laws, rules and regulations and does not contain any qualification, reservation or adverse remark.

Internal Auditor

The terms of M/s. N N A & Co, Chartered Accountants, New Delhi, who was appointed as Internal Auditor of the Company for the Financial Year 2025-26, expired on 31st March 2026.

Your directors on the recommendation of the Audit Committee have approved their appointment at the Board Meeting dated 28^th May 2026, for the financial year 2026-27.

Deposits

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

Share Capital of the Company

During the year under review, the Company did not issue equity shares. The paid up Share Capital of the Company amounts to Rs. 370,715,300/- comprising of 37,071,530 equity shares of Rs. 10/- each.

The Board, in its meeting held on 13th August 2025 proposed to increase the Authorize capital of the company. The Shareholders of the Company, in its 36th Annual General Meeting held on 30th September 2025, approved the increase in the Authorize capital of the company from Rs. 75,00,00,000/- (Rupees Seventy-Five Crore) divided into 7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of Rs. 10/- each (Rupees Ten each) to Rs. 375.00. 00.000/- (Rupees Three Hundred Seventy-Five Crore only) divided into 37,50,00,000 (Thirty-Seven Crore Fifty Lakh) Equity Shares of Rs. 10/- each (Rupees Ten each) by creation of additional 30,00,00,000 (Thirty Crore) Equity Shares of Rs. 10/- each (Rupees Ten each) and consequently, the existing Clause V of the Memorandum of Association of the Company is altered and substituted with the rights, privileges and conditions attached thereto as per the relevant provisions contained in that behalf in the Articles of Association of the Company and with power to increase or reduce the same and to divide the shares in several classes and to attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being in force, and to vary, modify, enlarge or abrogate any such rights, privileges or conditions in such manner as may be permitted by the Act or provided by the Articles of Association of the Company for the time being in force by the following as new Clause V:

"V The Authorised Share Capital of the Company is Rs. 375.00. 00.000/- (Rupees Three Hundred Seventy-Five Crore only) divided into 37,50,00,000 (Thirty-Seven Crore Fifty Lakh) Equity Shares of Rs. 10/- each (Rupees Five each)."

Board Meetings

The Board is headed by an executive Chairman. As on 31st March 2026, the Board of Directors consisted of Six Directors, including Chairman, Joint Managing Directors, Woman Director, Independent Director and others.

Five (5) Board Meetings were held during the year 2025-26,

i.e. on 23^rd April, 2025, 29^th May, 2025, 13^th August, 2025, 13th November 2025 and 13th February, 2026 and the gap between two meetings did exceed 120 days as per relaxation granted under the Ministry of Corporate Affairs (MCA) vide its General Circular No. 11/2020 dated 24th March, 2020.

Audit Committee Meetings

During the year under review, the Audit Committee met Five (5) times i.e. on 23rd April, 2025, 29th May, 2025, 13th August 2025, 13th November 2025 and 13^th February, 2026 and the gap between two meetings did exceed 120 days as per relaxation granted under the Ministry of Corporate Affairs (MCA) vide its General Circular No. 11/2020 dated 24th March, 2020. The minutes of the meetings of the Audit Committee are noted by the Board.

Nomination and Remuneration Committee

During the year under review, the Nomination and Remuneration Committee met Four (4) times i.e. on 23^rdApril, 2025, 13^th August, 2025, 13^th November, 2025 and 13^thFebruary, 2026. The minutes of the meetings of the Nomination and Remuneration Committee are noted by the Board.

Remuneration Policy

On the recommendation of the Nomination and Remuneration Committee, the Board has formulated Remuneration Policy for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration.

The Remuneration Policy of the Company forms part of this Report and may be accessed on the Companys website on the link: www.kohinoorfoods.in/investor.

Whistle Blower Policy/Vigil mechanism

The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy or any other grievances, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Companys website on the link www.kohinoorfoods.in/ investor.

Particulars of Loan Given, Investment made, Guarantees given and Securities Provided

Particulars of loans given, investments made, guarantees and securities provided under section 186 of the Companies Act, 2013 are provided in the notes of standalone Financials statement and well within the limit approved by the Shareholders of the company.

Present status of litigations

During the Financial Year 2025-26 the Company went through some litigations in taxation, banking and rice business. Brief of the litigations is mentioned below:

Contingent and Other particulars:-

Following appeals are lying pending for hearing before the CIT(A), New Delhi/ Income Tax Appellate Tribunal, New Delhi / Honble Delhi High Court against the tax demand raised in impugned Income Tax Assessment Orders as per details given below: -

AY	Tax	Interest	Total
2012-13	8,93,753	37,382	9,31,135
2016-17	2,82,69,360	70,67,535	3,53,36,895
2017-18	16,42,49,200	10,01,91,951	26,44,41,151
2023-24	80,75,690	-	80,75,690
Total			30,87,84,871

a) As per the advice received from legal experts and on the basis of merit of the case, there is a high probability that the aforesaid impugned orders will be set aside, and the demand will be deleted. Accordingly, management is of the view that no provision in respect of the above demands is required to be made in the books of accounts.

b) For assessment year 2016-17, the Assessing Officer has vide its appeal effect order dated 10-01-2026, and following the direction given by ITAT (Delhi) has deleted the demand and has passed the order at NIL. However, the appeal against the penalty order dated 13-03-2024 is still pending with CIT (Appeals). As the original demand has been removed entirely, as a consequential effect the penalty will also be removed.

c) The company has filed an appeal before CIT (Appeals) on 13 -04-2026 against the order of A.O. for AY 2017-18 against the demand of RS. 16,42,49,200.

d) The company has filed a rectification u/s 154 on 22-042026 against the intimation u/s 143 (1) for AY 2023-24 wherein a demand of Rs. 80,75,690 has been raised.

I. An appeal before the Sales Tax Commissioner - Appeals, New Delhi is lying pending in respect of Sales Tax demand of Rs.1,22,00,000/- on sale of REP Licenses made in earlier years.

II. Following appeals are also lying pending before the Appellate Authorities/Tribunal, Haryana as mentioned in coloumn.4 against the impugned VAT Assessment Orders/ Revision Order passed by the assessing authorities as mentioned in column. 3 of the table given below: -

Particulars	Demand raised (Rs.)	Assessing Authority	Appellate Authority
(Col.1)	(Col.2)	(Col.3)	(Col.4)
Sales Tax Murthal - AY 2008-09	7,32,34,793	Revision- Faridabad	Tribunal- Chandigarh
Sales Tax - Murthal - AY 2009-10	7,71,901	Revision- Faridabad	Tribunal- Chandigarh
Total	7,40,06,694

III. Appeals are lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Dept., Punjab in respect of Year 2009-1 0 and 201 0-1 1 demandi ng a sum of Rs.4,50,41,414/- towards the cess imposed by the State Govt. on exports. The company has challenged the validity of imposition of cess on export in its appeal as the same is not permissible under article 286 of the Constitution of India. Further demand has been raised for Rs. 5,41,073/- after completing the Sales Tax assessment for AY 2011-12 against which appeal has been filed.

IV. During the financial year 2016-17, the company has received an order from Honble Central Excise and Service Tax Appellate Tribunal, New Delhi (CETSTAT) against the order passed by Commissioner of Service Tax (Adjudication), New Delhi demanding a service tax of Rs.2,59,25,214/-. The Honble CETSTAT vide its order dated 16/02/2017 has granted major relief of Rs.2,50,12,963/- against the aforesaid demand.

O.T.S., the Company has paid INR 200 Crores (INR 190 Crores by the buyer of rice manufacturing unit and INR 10 Crores by the Company) (INR 78.5 Crores till 31/03/2025 and INR 121.50 Crores dated 15/04/2025). Further, INR 40.11 Crores of PNB- Dubai is outstanding, which is under consideration of O.T.S. The company has demonetized its rice manufacturing unit; the buyer of the rice manufacturing unit has deposited full consideration amount of INR 190 Crore to the lenders and an additional piece of Land has been demonetized for Rs. 8 Crore to meet the outstanding with the lenders. The lender has issued NOC against rice manufacturing unit. The company has LREADY obtained approval from lender/shareholders in this regard. The Company has obtained NOC in majority from the lenders and remaining lenders would issue NOC to the company in due course. Further, the company is planning to operate the rice manufacturing unit (on lease basis) from Kandla Gujarat to sustain its rice business.

All other litigations are mentioned in the note on Contingent Liability in the Balance Sheet for the financial year 2025-26.

Contract and Arrangements with Related Parties

In terms of Section 188 of the Act read with rules framed thereunder and Regulation 23 of the Listing Regulations, your Company has in place Related Party Transactions Policy for dealing with related party transactions. The policy may be accessed under the Corporate Governance section on the website of the Company at: http://kohinoorfoods.in/pdf/ Policy-on-Related-Party-Transactions.pdf. All the related party transactions that were entered and executed during the year under review were on arms length basis and in the ordinary course of business and within permissible framework of Section 188 of the Act and Rules made thereunder read with Regulation 23 of Listing Regulations. There were no materially significant related party transactions made by the Company during the year that would have required the approval of the shareholders. The details of the transactions with the related parties are provided in the accompanying financial statements. There were no related party transaction made during the year that are required to be disclosed in the Form AOC-2.

Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earning and Outgo

The particulars as prescribed in sub-section (3) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are enclosed as Annexure B to this Report.

Particulars of Employees and Related Disclosure

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are given as under:

i) There are no Employee, employed throughout the year and in receipt of remuneration of Rs. 1,02,00,000/- or more per annum.

ii) There are no Employee, employed part of the year and in receipt of remuneration of Rs. 8,50,000/- or more per month during any part of the year.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in the annexure-D to this report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Boards Report is being sent to the members without some annexures. The said annexures are available for inspection at the Registered/ Corporate Office of the Company during working hours and any member interested in obtaining such annexures may write to the Company Secretary and the same will be furnished free of cost.

Annual Return

In accordance with the provisions of Sections 92 and 134(3)

(a) of the Act read with the Companies (Management and Administration) Rules, 2014, the Annual Return in e-form MGT- 7 for the financial year ended March 31,2026, has been uploaded on the website of the Company i.e. www.kohinoorfoods.in.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, the extract of the annual return in Form No. MGT - 9 is enclosed as Annexure C to this Report.

Managements Discussion and Analysis Report

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Management Discussion and Analysis Report and a Report on Corporate Governance is attached in a separate section forming part of the Annual Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated in Regulations Part C of Schedule V of the Listing Regulations is also attached with this report.

A declaration by the Managing Director pursuant to Regulations Part C of Schedule V of the Listing Regulations stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2026, is also attached with this report.

Directors Responsibility Statement

Pursuant to section 134(5) of The Companies Act, 2013, the Directors confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, had been followed and there are no material departures from the same;

b) 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 as at 31st March, 2026 and of the profit and loss of the Company for the year ended on that date;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Awards & Recognitions

Since its inception, the Company has been earning awards and recognition like consumer validated Super Brand Award (thrice in series), Readers Digest Most Trusted Brand award (4 times in a row), Power Brand Award, Guinness Book of World Record (for making Worlds Largest Biryani), National award for Export Excellence, Brand Equity Award & many APEDA awards.

Corporate Social Responsibility

As per provisions under Section 135 of the Companies Act, 2013, all companies having net worth of Rs. 500 crores or more, or turnover of Rs.1,000 crores or more or a net profit of Rs. 5 crores or more during any financial year are required to constitute a Corporate Social Responsibility (CSR) Committee of Board of Directors comprising three or more directors, at least one of whom should be an Independent Director and such Company shall spend 2% of the average net profits of the Company made during the three immediately preceding financial years.

Accordingly a detailed CSR Policy was framed by the Company with the approvals of the CSR Committee and Board. The Policy, inter alia, covers the following:

• Philosophy

• Scope

• List of CSR activities

• Modalities of execution of projects/programmes

• Implementation through CSR Cell

• Monitoring assessment of projects/programmes

CSR Policy gives an overview of the projects or programmes which are proposed to be undertaken by the Company in the coming years.

The composition of the CSR Committee

A Committee of the directors, titled Corporate Social Responsibility Committee, was constituted by the Board with the following members:

1. Mrs. Mani Chandra Bhandari (Chairperson)

2. Mr. Satnam Arora

3. Mr. Gurnam Arora

As the Net Profit (calculated as per Section 198) for the immediately preceding financial year (FY 2024-25) is a net loss of Rs. 182.52 crores after incorporating the prior losses not adjusted (and not Rs. 5 crores or more), the threshold for CSR applicability based on net profit is not met, therefore, the provision of corporate social responsibility under section 135 of the companies act, 2013 are not applicable for the financial year 2025-26. The Company is not statutorily require to expend 2% of the average net profit (INR) of the last three financial years, being average net loss. The CSR Policy may be accessed on the Companys website at the link: www.kohinoorfoods.in/ investor

Kohinoor also envisions to improve lives in communities we live around, protect workplace rights, respect people, support missions that help people have a better life, provide good jobs, world class quality products and a healthy environment to all of us around.

At Workplace, Kohinoor Foods maintain high standards for fair and dignified treatment of all the people who work for our Company. For all of its employees, it is not just a place to work, but like another home and everybody in it like a big family, closely bonded with each other.

Kohinoor Foods also believes that a Company is as good as the people who work for it - their combined talents; skills, knowledge, experience and passion make a company what it is.

Hence, Companys continuous goal is to inspire and motivate its people to hone their talents, increase their knowledge & skills and achieve extraordinary results at their workplace. In this endeavor we have offered subsidized meals to our employees at a very nominal cost.

Adherence to global human rights standards, No minor labour, Fair trade practices, complete Medical facilities for its people, Safe & sound working environment are the things that Kohinoor Foods take utmost care about.

The CSR Policy may be accessed on the Companys website at the link: www.kohinoorfoods.in/investor

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has in place a Sexual Harassment Policy in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Sexual Harassment Committee has been set up to redress complaints received regarding sexual harassment.

The Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details pertaining to complaints received on matters pertaining to sexual harassment during the FY 2025-26, are as below:

(a) number of complaints of sexual harassment received in the year: Nil

(b) number of complaints disposed of during the year: Nil

Declaration by Independent Directors

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulation, 2015.

Board Evaluation

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is mandatory that the Board shall monitor and review the Board Evaluation Framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 and Regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria and framework adopted by the Board. In addition, the performance of Board as a whole and committees were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors. The evaluation process has been explained in the Corporate Governance Report section of the Annual Report.

Declaration by Independent Directors

The Company has received declarations from each of the Independent Directors that they, respectively, meet the criteria of independence prescribed under Section 149 read with Schedule IV of the Act and rules made thereunder, as well as Regulations 16 and 25(8) of the Listing Regulations. Based on the declarations received, the Board considered the independence of each of the Independent Directors in terms of above provisions and is of the view that they fulfil the criteria of independence and are independent from the management.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency, in term of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board.

Training of Independent Directors

The Company Secretary of the Company conducted a detailed training programme to provide/update the changes in the SEBI (LODR), Regulation, 2015/Companies Act, 2013 and other relevant act to the Independent Directors.

Further, the Company issues a formal letter of appointment to Independent Directors outlining their roles, responsibilities, functions and duties as an Independent Director. The format of the letter of appointment is available on the Companys website at the link: www.kohinoorfoods.in/investor

Difference in valuation in the case of One Time Settlement of Loan from Bank or Financial Institution

The one time settlement was sanctioned by the lenders of the Company in the year 2021. The Company had already offered the one time settlement proposal more than the valuation of the properties of the company. Further due to unforeseen circumstances, the terms of the one time settlement could not be met. The company placed improved one time settlement proposal with the Lenders. The Lead Consortium Lender upon review, agreed to revive the one time settlement of the Company on 24.12.2024.

The brief of the revival of the OTS proposal is as follows:

• Rs. 227.45 Crores plus future delayed period interest @ MCLR (1 y r) +2% w.e.f., 01.10.2024 till final payment of OTS amount not later than 6 months from the approval of OTS by all lenders.

• The upfront amount of Rs. 25 Crore will be appropriated immediately upon conveying of sanction of OTS to the borrower;

• Rs. 175 Crore to be deposited on or before 31.12.2024;

• Balance OTS amount of Rs. 27.45 Cr. plus future delayed period interest @ MCLR (1 Yr) +2% w.e.f. 01.10.24 till payment of entire OTS amount but not later than 6 months from the approval of OTS by all lenders;

• On receipt of Rs. 190 Cr. consortium to release IP along with plant & machinery situated at Murthal;

• Members Bank will issue NOC to PNB after getting their entire share of OTS amount along with delayed period interest. Thereafter PNB will issue combined NOC to the borrower after getting its share in OTS with delayed period interest;

• Charge on other IPs mortgaged with Bank will be released only on receipt OTS amount along with delayed period interest plus adjustment of PNB account at PNB Dubai. Accordingly, No Dues Certificate will be issued.

The company submitted one time settlement (OTS) resolution which was sanctioned for an amount of INR 227.45 Crores by the consortium lenders, during the last year. The company had partly paid the OTS amount last year and fully paid the balance amount alongwith interest during the current year. The company has obtained NOC from the majority lenders and is in process of obtaining the balance NOC from the remaining lender along with consolidated NOC from the lead bank in terms of the sanctioned one time settlement.

Disclosure under the Insolvency and Bankruptcy Code, 2016

There was no application made by the Company initiating insolvency proceedings against any other entity nor are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year under review.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable Securities Laws and Regulations. Actual results may differ from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic Developments within the country and other factors such as litigation and industrial relations.

General

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

1. Details relating to deposits covered under Chapter V of the Act.

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

3. Issue of shares (including sweat equity shares) to employee of the Company under any scheme.

4. Issue of Employees Stock Option to employee of the Company under any scheme.

5. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

6. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future except as disclosed in the Annual Report.

7. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 2025-2026 as per the SEBI Circular SEBI/ LAD-NRO/GN/2015-16/27 dated 22nd December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29th January, 2016.

Acknowledgment

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors acknowledge with gratitude, the commitment and dedication of the employees at all levels that has contributed to the growth and success of the Company.

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