Kore Foods Ltd Directors Report

a) Mr. John Escolastico Silveira was reappointed as Managing Director in the Board Meeting held on 08.08.2022 and subsequently approved by the shareholders in the Annual General Meeting held on 30.09.2022, for a further term of two years from 01st April 202 3 to 31 st March, 2025.

b) Mr. Kundapoor Damodar Bhat, was reappointed as a Director of the Company liable to retire by rotation in the Annual General Meeting held on 22.08.2023.

c) Mr. Ganesh S. Shenoy was appointed as an Additional and Independent Director in the Board Meeting held on 29 th May, 2023 and was regularized in the Annual General Meeting held on 22.08.2023.He has been appointed for five years effective from 29.05.2023.

Mr. Ganesh S. Shenoy who is appointed as an Independent Director by the Board of Directors, is a practicing Company Secretary having wide experience and knowledge of Company Law Matters and who is also very sincere and efficient hence the Board is of the opinion that his appointment as an Independent Director would be of great advantage to the Company. Mr. Ganesh Shenoy has registered his name in the Independent Directors Database and will answer the self-assessment proficiency test.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company during the Financial Year 20232024:

*Note:

Re-appointed as a Managing Director for a period of two years with effect from 01.04.2023.

Details of remuneration drawn by the Key Managerial Personnel are mentioned in the Extract of the Annual Return in Form MGT-7.

Extract of Annual Return as per Section 92 (3)

As provided under Section 92(3) of the Companies Act, 2013 extract of the Annual Return in form MGT -7 is available on the Companys website at URL:http://www.korefoods.in/sites/default/files/docs/Extract-of-Annual- Return-2024.pdf

Board and Committee Meetings

During the year under review, 4 Board Meetings, 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition of the Board and Committee Meetings and the number of meetings held during the year including the attendance of Board and members of the Committees are given in the Corporate Governance Report

All recommendations of the Audit Committee were accepted by the Board. Compliance of Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Internal Financial Control

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the internal control system with the Management, Internal Auditor and Statutory Auditors and the adequacy of internal audit functions, significant internal audit findings and follow up thereon.

Statutory Auditors

Companys Statutory Auditors M/s. V. C. Shah & Co. (Firm Registration No.l09818W) were appointed as statutory auditors for 5 years at the 39th Annual General Meeting held on 30th September, 2022 to hold office till the conclusion of Annual General Meeting to be held in the year 2027.

Statutory Auditors Observation

The report of the statutory auditors does not contain qualification or adverse remarks. The emphasis of matter in the Auditors Report has been explained in Note No. 26 to the annual accounts in the Annual Report. In case of Note 12 no provision has been made for interest

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Girija Nagvekar (CP No. 10335 /Membership No. 10358), a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year under review.

The Secretarial Audit Report is annexed herewith to the Annual Report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Frauds reported by the Auditors

During the year under review no instances of fraud was reported by the Statutory Auditors, Secretarial Auditor and Internal Auditor in the Company by its Officers or employees to the Audit Committee under the Companies Act, 2013.

CostAuditor

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Rules,2014.

Corporate Social Responsibility (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of the Companies Act, 2013 (hereinafter referred as the Act) and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the same is not applicable to the Company during the year under review.

Related Party Transactions

During the year under review, the Company has entered into transactions with related parties in the ordinary course of business and at arms length. The particulars of related party transactions entered during the year is provided in Form AOC-2 which is annexed to this report as Annexure VI.

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

The Company has in place an anti- sexual harassment policy in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is gender neutral. During the year under review, there were no complaints referred to ICC.

Vigil Mechanism/Whistle Blower Policy

The Company has a Vigil Mechanism/Whistle Blower Policy, the details of this are explained in the Corporate Governance Report.

Risk Management

The Company business is exposed to many internal and external risks and it has consequently put in place a robust risk management framework to identify and evaluate business risks and opportunities. The risk management process consists of risk identification, risk assessment and risk mitigation.

The Board periodically reviews the risk management plan for the Company including identification of elements of risks if any, which in the opinion of the Board may affect the operations of the Company.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Directors Report for the year ended 31st March, 2024.

Conservation of Energy

Since the Company is not involved in any type of business activity the Energy conservation provision is not applicable to the company.

Technology Absorption

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(hi) Expenditure incurred on Research & Development- Nil (iv) Imported technology during last 3 years - None Foreign Exchange Earnings and Outgo: Nil Public Deposits

During the financial year 2023-24, your Company had not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance and Deposits) Rules, 2014.

Particulars of Loans/Advances/Guarantees/Investments during the financial year

The Company has not given any loans/advances/guarantees and made investments during the year under review and hence provisions of Section 186 of the Compa nies Act, 2013 are not applicable.

Employee Remuneration

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of 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 forming part of this Report as Annexure IV.

Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed during the year under review.

Significant and Material Orders passed by the Regulators or Courts

During the year of review there were no significant and material orders being passed by the regulatory or Court or Tribunal which can impact the going concern status of the Company.

Material changes and commitment, if any, affecting financial position of the Company

There was no occurrence of Material changes and commitment affecting the financial position of the Company during the year under review. The Company has no business and operating income.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceedingpending under Insolvency and Bankruptcy Code, 2016.

Transfer to Investor Education and Protection Fund

During the year under review no amounts were required to be transferred to Investor Education and Protection Fund by the Company.

Employee Stock Option Scheme

The Company has no Employee Stock Option Scheme.

Awards & Recognition

The Company has not received any awards and recognitions during the year under review.

Acknowledgement

Your Directors place on record their appreciation for the continuing support and cooperation from all the stakeholders. The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.