Kohinoor Foods Ltd Directors Report

The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31, 2025 and the audited financial statements and notes for the year ended March 31, 2024. 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 have pleasure in presenting the 36th Annual Report and the Audited Annual Accounts of the Company for the Financial Year ended 31st March, 2025.

Financial Overview

The financial highlights for the year ending 31st March, 2025 are as under:

(Rs. In Million

Particulars	FY25	FY24
Total Turnover	914.09	957.33
Profit/(Loss) Before Interest,
Depreciation and Tax (PBIDT)	3,479.48	153.72
Profit/(Loss) Before Tax	3,705.44	(89.43)
Less: Tax Expense	57.66	-44.15
Profit/(Loss) After Tax	3,647.77	(45.29)
Total Comprehensive
income for the year	3,646.23	(46.83)

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 of the factors faced by the company during the year you company remain committed to providing world class quality product to its consumer, focused in improving operational efficiencies across its functions and enhancing its reach to the global consumers.

For the financial year under review 2024-25, the contribution made by Rice to the Companys business is INR 5.58 million as against INR 106.52 million in previous year while as the Food Business stood at INR 836.99 million as against INR 836.72 million in the last financial year.

The year saw an increase of 0.03% in food business in sales in value terms in comparison to last year 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 their 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 2024-25, in processed & packaged food products the company did the business of around INR 836.99 million as against INR 836.72 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.

Ready-to-Eat Food Market Analysis

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 RTE food sector is evolving rapidly due to shifting consumer preferences, technological advances, and various economic factors:

1. Market Growth Drivers

Rising Consumer Disposable Income and Higher Purchasing Power

• In As economies continue to expand, consumers are experiencing greater financial stability, enabling them to spend more on convenient and premium food products. According to the World Bank, global disposable income per capita has witnessed consistent growth over the past decade, allowing consumers to explore a wider variety of food options that offer both convenience and quality.

• This surge in disposable income has led to a shift in consumer preferences towards time-saving and hassle- free meal solutions. As more individuals can afford to purchase higher-priced, premium RTE products, manufacturers are capitalizing on this trend by offering diverse and innovative meal options that cater to various dietary preferences, including organic, gluten-free, and plant-based varieties.

2. Rapidly Expanding Retail and E-Commerce Channels

• Manufacturers are capitalizing on modern retail formats and digital shopping solutions to boost product visibility and accessibility as consumers continue to adopt them. The growing presence of supermarkets, hypermarkets, convenience stores, and online grocery platforms has made RTE food products more accessible, aligning with the fast-paced lifestyles of urban consumers.

6 .

• E-commerce, in particular, has transformed the food retail landscape by offering the convenience of purchasing RTE meals from the comfort of home. Currently, around 2.77 billion people worldwide make online purchases through dedicated eCommerce platforms or social media stores reflecting a growing preference for online shopping. This trend is further supported by rising smartphone penetration and improved internet connectivity, especially in emerging economies. Retail giants and digital platforms are capitalizing on this opportunity by expanding their RTE product portfolios, including frozen meals, instant snacks, and healthy meal kits.

• Working Couples, Parenting Millennials and Younger Population Living Apart from Families Staying apart from families to reduce down on the travel time, and at times due to employment in cities other than native cities, large number of younger population and working couples is following it as a common practice in India which is eventually resulting in a higher consumption of packaged and RTE food. The processed food business is driven by a higher need for convenience because of customers busy lifestyles. There has been a progressive move away from the conventional paradigm of daily cooking because of the rise in the number of workers in developing nations like India as well as the tendency towards longer and more unpredictable working hours. Furthermore, because it boosts consumer purchasing power, rising disposable income is another element that significantly affects the expansion of the food market.

3. Restraints/Challenges

High Cost of Ready-To-Eat (RTE) Compared to Home-

Cooked Meals

• Consumers, particularly in price-sensitive regions, often find RTE food items significantly more expensive than preparing meals from scratch. This cost disparity can be attributed to several factors, including the use of premium ingredients, packaging, processing, and logistics expenses.

• According to the Bureau of Labor Statistics, the average cost of a home-cooked meal in the U.S. is approximately USD4 per serving, while the cost of a single RTE meal can range from USD7 to USD15, depending on the brand and ingredients used. This price gap makes it difficult for many consumers, especially those from middle- and low-income groups, to justify frequent purchases of RTE products. Moreover, the perception that RTE meals offer less value for money when compared to freshly prepared home meals further limits market penetration.

Intense Market Competition Amongst Major Food Brands

And Regional Players

• Large multinational brands are leveraging their robust distribution networks and established brand equity to maintain dominance, while regional players are capitalizing on local preferences and cost advantages. This competition is compelling manufacturers to innovate and differentiate their product offerings to capture consumer attention. Brands are increasingly investing in marketing strategies and product diversification to stand out, often introducing unique flavors, fortified ingredients, and health-focused formulations.

• However, maintaining competitiveness amid aggressive pricing strategies and promotional campaigns remains a significant challenge. Smaller and regional manufacturers often struggle to match the economies of scale enjoyed by industry giants, resulting in narrower profit margins. In addition, the emergence of private-label products from major retail chains is adding further pressure on branded products, as consumers increasingly opt for affordable alternatives without compromising on quality.

Quality and Safety Assurance

• Ensuring consistent quality and food safety remains a critical challenge for RTE food manufacturers in India. Consumers are increasingly discerning about the ingredients used, nutritional value, and hygiene standards of RTE products. Issues such as contamination, inadequate packaging, and improper storage can compromise food safety and tarnish brand reputation. To address this challenge, manufacturers are investing in advanced processing technologies, stringent quality control measures, and adherence to international food safety standards. There is also a growing trend towards transparency in labeling, highlighting nutritional information and ingredient sourcing to build consumer trust.

Ready-to-Eat Food Market Trends

• Surge in Demand for Convenient and Healthy Instant Food

• The US, Germany, and the UK are major established markets, while Asia-Pacific, the Middle East, and Latin America are emerging as growth hotspots.

• Busy lifestyles among working professionals, students, and bachelors increase demand for instant meals and snacks.

• Disposable and sustainable packaging enhances product convenience and appeal.

Asia-Pacific Dominance

• Asia-Pacific leads the global market due to urbanization, middle-class expansion, and rapid lifestyle changes.

• China and India are key growth markets, driven by rising demand for frozen and chilled ready meals.

• Consumers increasingly seek health-conscious and premium RTE options with variety in Flavors and formats.

Ready-to-Eat Food Industry Overview

• The market is highly competitive, with players engaging in product innovation, mergers & acquisitions, geographic expansions, and strategic marketing.

• Companies focus on product quality, taste, packaging, and price to differentiate their offerings.

• High profitability encourages innovation, including healthier, sustainable, and convenience-oriented product launches.

Global Ready-to-Eat Food Market: Regional Insights

North America

• Market Size: Approx. USD 422.8 billion.

• Growth Drivers: Busy lifestyles, high disposable incomes, strong demand for organic and low-calorie options.

• Trends: Premiumization and health-focused products dominate.

Europe

• Market Size: Approx. USD 201.82 billion.

• Growth Drivers: Innovation in packaging, sustainability • concerns, and rising demand for premium RTE products.

• Trends: Eco-friendly packaging and organic options are growing in popularity.

Asia-Pacific

• Market Size: Approx. USD 80.31 billion.

• Growth Drivers: Urbanization, rising middle class, and increasing adoption of western food habits.

• Trends: Growth of online retail channels and demand for both local and international cuisines.

Latin America

• Market Size: Approx. USD 15.6 billion.

• Growth Drivers: Economic development and increasing urbanization.

• Trends: Rising interest in convenient and healthy RTE food options.

Middle East & Africa

• Market Size: Approx. USD 12.3 billion.

• Growth Drivers: Growing urban populations and demand for convenience foods.

• Trends: Innovation in frozen RTE products and region- specific flavors.

The Indian Frozen Foods Market

• Market size reached approximately INR 167.3 billion in 2023.

• Expected to reach INR 561.6 billion by 2032, growing at a CAGR of 14% (2024-2032).

• Growth factors include urbanization, increased disposable incomes, cold chain infrastructure development, and rising demand for convenience foods.

• Challenges include supply chain optimization and consumer education about frozen food benefits.

Quality and Safety Assurance

Ensuring consistent quality and food safety remains a critical challenge for RTE food manufacturers in India. Consumers are increasingly discerning about the ingredients used, nutritional value, and hygiene standards of RTE products. Issues such as contamination, inadequate packaging, and improper storage can compromise food safety and tarnish brand reputation. To address this challenge, manufacturers are investing in advanced processing technologies, stringent quality control measures, and adherence to international food safety standards. There is also a growing trend towards transparency in labeling, highlighting nutritional information and ingredient sourcing to build consumer trust.

Distribution and Logistics Challenges

Efficient distribution and logistics pose significant challenges in the RTE food market, especially in a vast and diverse country like India. Maintaining a cold chain for perishable RTE products, ensuring timely deliveries to urban and rural areas, and managing inventory effectively are crucial for market penetration and consumer satisfaction. Improving infrastructure, leveraging technology for real-time tracking, and partnering with reliable logistics providers are strategies adopted by RTE manufacturers to streamline distribution channels and enhance operational efficiency.

Future Outlook

Innovation will focus on health, convenience, sustainability, and personalized nutrition. Increasing use of AI and data analytics will help tailor products to consumer preferences. Sustainable packaging and transparent sourcing will become standard expectations.

Summary

The global Ready-to-Eat food market is poised for robust growth, fueled by evolving consumer lifestyles, health awareness, and technological advancements. Regional markets display unique characteristics and growth drivers, with Asia- Pacific and North America leading expansion. Companies that innovate in health, convenience, and sustainability while adapting to regional tastes and regulations will thrive in this dynamic and competitive landscape.

Basmati Rice

The Indian Basmati Rice is presently at the crossroads with domestic demand remaining lot to consistent almost at par with the last year & with one of the all-time high crop size last harvests, there is now large volumes of unsold carry forward stocks available. Due to the adverse geopolitical situation with ongoing wars in the Middle East & Ukraine Russia, the world has been pretty disturbed over the last 1 year. The Indian Basmati Rice market has been equally bumpy, we have had good crop, but the prices first had steep rise and later dropped at the same speed, which disturbed most of the basmati rice traders, who were sitting on volumes and wanted to earn easy money. To the contrary in the international markets, the prices were stable and demand normal; the steep rise and fall of prices in the domestic do not have much bearing for established brands like Kohinoor. Overall, while the value of basmati rice exports may have risen due to higher costs, but the quantities have come down, which is quite normal as exports of Indian basmati rice last year to Iran has also come down due to political disturbances. The recent Tariff war is posing yet another challenge to the India Basmati exports to the USA with preferential treatment to our business rivals Pakistan.

Risks & Concerns

The Company has received Notices from the Banks under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002, in the month of July 2018 to May 2019 and in the month of February 2020 to September 2020. The Company has replied to the notices received from the Bank within 60 days from the date of notices. The Company has also received Notices from the Banks under section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The Company has already approached Banks with suitable resolution plan for their consideration which the consortium has sanctioned. The Company has deposited INR 200 Crores with the Consortium lenders, as per the terms of the One Time Settlement (O.T.S.) sanctioned.

The Lead Bank has filed petition against Company before Honble NCLT Bench Chandigarh, the company is contesting the matter, and the petition is yet to be admitted.

The Company has filed an appeal before Honble High Court, Punjab & Haryana for stay. The Honble High Court has granted Interim stay.

One of the member Consortium Bank has filed petition against Company before Honble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.

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. The company is contesting the matter against the ex-parte interim order. The Company is contesting the matter and filed its reply to IA and also filed reply to OA before DRT, Delhi. The court of registration was informed that this matter has been settled between parties by way of One Time Settlement (O.T.S.) sanctioned and therefore the matter should be placed before PO for final disposal. The Registrar has allowed time of two weeks to bring documents on record.

The Company has received a letter from one of the Consortium member Bank regarding assignment of Debt of Company vide their assignment agreement dated 10.05.2024 where the Bank has stated that it has assigned all its right in relation to the outstanding exposure of the Company.

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 matter is listed before the registrar for completing of pleading. The company is contesting the matter. The council of Lead Bank submitted that a compromise has been reached between Banks and defendants, so the council of Lead Bank needs to file a consent decree before the tribunal. The PO noted the submission and has allowed time of 4 weeks to Lead Bank.

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 is in process to submit 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 proposed to demonetize its rice manufacturing unit; the buyer of the rice manufacturing unit has deposited full consideration amount of INR 190 Crore to the lenders. The lender has issued NOC against rice manufacturing unit. The company has obtained approval from lender/shareholders in this regard. Further, the company is planning to operate the rice manufacturing unit (on lease basis) from Kandla Gujarat to sustain its rice business.

The Company has received Legal Notice from the Punjab National Bank, Hong Kong in regard to outstanding indebtedness due amount (inclusive of interest up to date). The matter is now being taken up by PNB Dubai and the Company has submitted its O.T.S. proposal and has deposited the upfront amount 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 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 is contesting the matter. The company has also approached Honble High Court Punjab and Haryana for stay on above matter. The Respondent has also filed an Instant Application in the matter The Company has also approached 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.

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 Director / representative of the company is in process submit replies in due course.

A letter from the office of Department of Revenue Intelligence, Delhi, has been received to the Company seeking some documents/ information. The required documents/ information has been submitted with the concerned office of Department of Revenue Intelligence, Delhi.

A letter from the office of Custom, Mundra, has been received to the Company seeking some documents/ information. The required documents/ information has been submitted with the concerned office of Custom, Mundra.

The observations of the Auditor with regard to the management assessment of the Companys ability to continue as going concern in view of the liquidity problems/decrease in business. The management of the Company believes that it can continue as a going concern, based on the Resolution Plan and after Sanctioned one time settlement with the Banks by Company and the interest shown by Prospective Investors in the Company.

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.

Dividend

Your Directors do not recommend any dividend for the financial year 2024-25.

Re-Appointment / Resignation of Directors

In accordance with the provisions of the Companies Act, 2013, Gurnam Arora (DIN 00010731), 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.

Mr. Chashu Arora, CFO of the Company, resigned, due to some personal reason, from the Company w.e.f., the close of business hours on 24-03-2025. The Board in its meeting held on 23rd April 2024 placed the invaluable contributions and achievements of Mr. Chashu Arora, as a CFO of the Company and a valued member of the Board.

The Board in its meeting held on 23rd April 2024, 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.

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, 2024 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 2025-26 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. The Board of Directors has received their consent and they have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits and they are not disqualified for reappointment. 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 has considered the appointment of M/s N C Raj & Associates, Chartered Accountant, New Delhi (Firm Registration No. 002249N), as Statutory Auditors of the Company to hold office from the conclusion of ensuing Annual General Meeting till the conclusion of Fifth Annual General Meeting to be held in the year 2026. The Board of Directors accordingly recommends their reappointment as Statutory Auditors.

Auditors Report

The Company has received the Auditors Report duly 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 details as had been provided in the notes to the Financial Statements.

Cost Auditors

The Cost Auditor M/s Cheena and Associates appointed as Cost Accountants of the Company for the year 2024-25 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, 2026 and remuneration to be paid subject to rectification by shareholders.

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 2024-25 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, 2026 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 2024-25 and has completed the secretarial audit of the Company. The Secretarial Audit Report as 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 2024-25, expired on 31^st March 2025.

Your directors on the recommendation of the Audit Committee have approved their appointment at the Board Meeting dated 29^th May 2025, for the financial year 2025-26.

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 is amounting to Rs. 370,715,300/- comprising of 37,071,530 equity shares of Rs. 10/- each.

The Board in its meeting held on 13^th August 2025 proposes to increase the Authorize capital of the company subject to the approval of the shareholders in the ensuing 36^th annual general meeting, 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 proposed to be 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 31^st March 2025, the Board of Directors consisted of Six Directors, including Chairman, Joint Managing Directors, Woman Director, Independent Director and others.

Four (4) Board Meetings were held during the year 2024-25,

i.e. on 29^th May, 2024, 13^th August, 2024, 14^th November 2024 and 14^th February, 2025 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 24^th March, 2020.

Audit Committee Meetings

During the year under review, the Audit Committee met Four (4) times i.e. on 29^th May, 2024, 13^th August 2024, 14^th November 2024 and 14^th February, 2025 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 24^th 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 Two (2) times i.e. on 13^th August, 2024 and 14^th November, 2024. 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 2024-25 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	Expected Relief	Outstanding Liability
2002-03 to 2008-09	298.03	106.00	404.03	-	404.03
2009-10	-	-	-	-	3,679.11
2010-11	2,331.25	1,347.86	3,679.11	-	1,615.97
2011-12	835.77	780.20	1,615.97	2,293.74	1.23
2012-13	1,274.98	1,019.99	2,294.97	671.21	-
2013-14	406.83	264.39	671.21	1,250.32	1.57
2014-15	798.05	453.85	1,251.89	403.33	1.51
2016-17	275.78	129.05	404.84
Total			10,322.02	4,618.60	5,703.42

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.

Appeals are lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Deptt., Punjab in respect of Year 2009-10 and 2010-11 demanding a sum of Rs. 450.41 Lacs 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 Lacs after completing the Sales Tax assessment for AY 2011-12 against which appeal has been filed.

The Company has received Notices from the Banks under section 13(2) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002,

in the month of July 2018 to May 2019 and in the month of February 2020 to September 2020. The Company has replied to the notices received from the Bank within 60 days from the date of notices. The Company has also received Notices from the Banks under section 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. The Company has already approached Banks with suitable resolution plan for their consideration which the consortium has sanctioned. The Company has deposited INR 200 Crores with the Consortium lenders, as per the terms of the One Time Settlement (O.T.S.) sanctioned.

The Lead Bank has filed petition against Company before Honble NCLT Bench Chandigarh, the company is contesting the matter, and the petition is yet to be admitted.

The Company has filed an appeal before Honble High Court, Punjab & Haryana for stay. The Honble High Court has granted Interim stay.

One of the member Consortium Bank has filed petition against Company before Honble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.

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. The company is contesting the matter against the ex-parte interim order. The Company is contesting the matter and filed its reply to IA and also filed reply to OA before DRT, Delhi. The court of registration was informed that this matter has been settled between parties by way of One Time Settlement (O.T.S.) sanctioned and therefore the matter should be placed before PO for final disposal. The Registrar has allowed time of two weeks to bring documents on record.

The Company has received a letter from one of the Consortium member Bank regarding assignment of Debt of Company vide their assignment agreement dated 10.05.2024 where the Bank has stated that it has assigned all its right in relation to the outstanding exposure of the Company.

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 matter is listed before the registrar for completing of pleading. The company is contesting the matter. The council of Lead Bank submitted that a compromise has been reached between Banks and defendants, so the council of Lead Bank needs to file a consent decree before the tribunal. The PO noted the submission and has allowed time of 4 weeks to Lead Bank.

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 is in process to submit 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 proposed to demonetize its rice manufacturing unit; the buyer of the rice manufacturing unit has deposited full consideration amount of INR 190 Crore to the lenders. The lender has issued NOC against rice manufacturing unit. The company has obtained approval from lender/shareholders in this regard. Further, the company is planning to operate the rice manufacturing unit (on lease basis) from Kandla Gujarat to sustain its rice business.

The Company has received Legal Notice from the Punjab National Bank, Hong Kong in regard to outstanding indebtedness due amount (inclusive of interest up to date). The matter is now being taken up by PNB Dubai and the Company has submitted its O.T.S. proposal and has deposited the upfront amount 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 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 is contesting the matter. The company has also approached Honble High Court Punjab and Haryana for stay on above matter. The Respondent has also filed an Instant Application in the matter The Company has also approached 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.

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 Director / representative of the company is in process submit replies in due course.

A letter from the office of Department of Revenue Intelligence, Delhi, has been received to the Company seeking some documents/ information. The required documents/ information has been submitted with the concerned office of Department of Revenue Intelligence, Delhi.

A letter from the office of Custom, Mundra, has been received to the Company seeking some documents/ information. The required documents/ information has been submitted with the concerned office of Custom, Mundra.

The observations of the Auditor with regard to the management assessment of the Companys ability to continue as going concern in view of the liquidity problems/decrease in business. The management of the Company believes that it can continue as a going concern, based on the Resolution Plan and after Sanctioned one time settlement with the Banks by Company and the interest shown by Prospective Investors in the Company.

All other litigations are mentioned in the note on Contingent Liability in the Balance Sheet for the financial year 2024-25.

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.

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, 2025, 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, 2025, 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, 2025 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 Average net Profit/(Loss) of the Company for last three financial years prior to 2023-24 comes to average net loss and therefore the Company was not statutorily required to spent amount as prescribed for CSR expenditure. During the Year, the company net profit stood at 3,646.23 million on account of notional income towards the one time settlement sanctioned with the Banks.

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.

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.

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

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.

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.

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 2023-2024 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.

For and	on Behalf of the Board
Sd/-	Sd/-
Satnam Arora	Gurnam Arora
Jt. Managing Director	Jt. Managing Director
DIN:00010667	DIN:00010731
Place : Faridabad
Date : August 13 2025