NHC Foods Ltd Directors Report

Dear Members,

s Your directors are pleased to present the Annual Report of NHC Foods Limited ("the Company") together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2026.

FINANCIAL PERFORMANCE & SUMMARY FINANCIAL PERFORMANCE:

The Companys financial performance during the year ended March 31,2026 compared to the March 31,2025 is summarised below:

Particulars	Standalone	Consolidated	Standalone	Consolidated
	FY 25-26	FY 25-26	FY 24-25	FY 24-25
Revenue from Operations	44,262.34	60,130.73	34,141.34	34,788.21
Other Income	165.71	165.71	134.17	134.17
Total Income	44,428.05	60,296.44	34,275.50	34,922.38
Direct & other related expenses	42,349.59	57,450.09	30,877.94	31477.40
Employee Benefit Expenses	182.70	182.70	268.10	269.85
Financial Cost	508.34	510.68	590.27	590.27
Depreciation and amortisation expenses	168.76	180.13	154.30	154.30
Other Expenses	337.62	468.37	1,526.28	1,533.19
Total Expenses	43,547.01	58,791.96	33,416.90	34,025.01
Profit/(Loss) before Exceptional items & Tax	881.04	1,504.47	858.60	897.36
Less: Exceptional items	0.00	0.00	0.00	0.00
Profit/(Loss) before Tax	881.04	1,504.47	858.60	897.36
Less: Total Tax Expenses	271.30	272.77	189.18	189.18
Profit/(Loss) after tax	609.74	1,231.70	669.42	708.18
Other Comprehensive income for the financial year	-12.32	-88.01	24.32	24.32
Total Comprehensive income/(loss) for the financial year	597.42	1,143.70	693.73	732.50

SUMMARY:

During the year under review, the Company reported total income of Rs. 60,296.44 Lakhs on a Consolidated basis and Rs. 44,428.05 Lakhs on a Standalone basis against Rs. 34,922.38 Lakhs on Consolidated basis and Rs. 34,275.50 Lakhs on Standalone basis for March 31,2025.

Profit After Tax was reported at Rs. 669.42 Lakhs for March 31,2026 as against Rs. 609.74 Lakhs for March 31,2025. TRANSFER TO RESERVES:

Your directors do not propose to transfer any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings.

DIVIDEND:

In order to conserve the resources for the future expansion plan of the Company under implementation, your directors do not recommend any dividend for the year under the review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 does not apply.

CORPORATE GOVERNANCE:

A Report on Corporate Governance, in terms of Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, along with a Certificate from Practising Company Secretary, certifying compliance of conditions of Corporate Governance enumerated in the Listing Regulations, is presented in a separate section forming part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis as stipulated under Listing Regulations is presented in a separate section forming part of this Annual Report. It speaks about overall industry structure, global and domestic economic scenarios, developments in business operations, internal controls and their adequacy, risk management systems, and other material developments.

ALTERATION OF MAIN OBJECT OF MOA:

During the year under review, no alteration/modification were made in the Main Object clause of the MOA of the Company.

BOARD MEETINGS:

14 meetings of the Board of Directors were held during the financial year. The details of the meetings of the Board of Directors of the Company conveyed during the financial year 2025-2026 are given in the Corporate Governance Report which forms part of Annual Report. The details of attendance of the Directors in the Board Meetings and its Committees during the year under review are stated in the Corporate Governance Report.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted the Audit Committee and all the recommendations given by Audit Committee during Financial Year 2025-2026 were accepted by the Board. Further details on the Audit Committee and other Committees of the Board are given in the Corporate Governance Report, which forms a part of this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Pursuant to provisions of Section 203 of the Act, and the Rules made there under, following are the Directors and Key Managerial Personnel (KMP) of the Company:

Name of the Director	DIN	Designation	Nature of Change during the year	Effective date
Apoorva Shah	00573184	Managing Director	Resignation	06/03/2025
Satyam Joshi	03638066	Managing Director	Change in Designation	21/06/2025
Ashish Shah	06701501	Executive Director	Change in Designation	30/09/2025
Anisha Sharma	09044771	Non-Executive - Independent Director	Change in Designation	06/03/2025
Karan Nagdev	10728141	Non-Executive - Independent Director	No Change	12/08/2024
Manish Vyas	08502223	Non-Executive - Independent Director	No Change	12/07/2019
Narayanan Iyer	03470438	Non-Executive - Independent Director	Change in Designation	06/03/2025
Archit Wahale	NA	Chief Financial Officer	Resignation	10/06/2025
Manoj Kumar Sharma	NA	Chief Financial Officer	Appointment	16/07/2025
Alesha Hakim Khan	NA	Company Secretary	Resignation	01/07/2025
Vijay Mukesh Thakkar	NA	Company Secretary	Appointment	16/07/2025

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER OF SECTION 149(6) OF COMPANIES ACT, 2013:

The Company has received necessary declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed both under the Act and the Listing Regulations.

A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

The Board is of the opinion that all the Independent Directors of the Company possess appropriate skills, expertise and experience.

SHAREHOLDERS AND INVESTORS:

Your Company regularly interacts with its shareholders and investors through result announcements, annual report, media releases, Companys website and subject specific communications. The Annual General Meeting gives the shareholders an opportunity to engage directly with the Board of Directors and Management. During this meeting, the Board engages with shareholders and answer their queries on varied subjects. Your Company has a designated email address for shareholders. The Secretarial department regularly engages with the shareholders to resolve queries, grievances, if any, and provides guidance to the shareholders for any company related matters.

PAID-UP CAPITAL AND ISSUE OF SHARES:

The Company during the year under review has not issued any SWEAT equity shares or shares with differential rights or under Employee stock option scheme nor did it buy back any of its shares.

The Authorised Share Capital of the Company was increased from Rs. 65,00,00,000/- (Rupees Sixty-Five Crores Only) divided into 65,00,00,000 (Sixty-Five Crores) Equity Shares of Re. 1/- (Rupee One) each to Rs. 1,00,00,00,000/ - (Rupees One Hundred Crores Only) divided into 1,00,00,00,000 (One Hundred Crores) Equity Shares of Re. 1/- (Rupee One) each w.e.f. July 18, 2025.

The paid-up capital of the Company increased from Rs. 59,27,50,000/- divided into 59,27,50,000 Equity Shares to Rs. 61,37,50,000/- divided into 61,37,50,000 Equity Shares by allotment of 2,10,00,000 Equity Shares pursuant to Conversion of 2,10,00,000 Convertible Warrants on October 27, 2025.

The paid-up capital of the Company further increased from Rs. 61,37,50,000/- divided into 61,37,50,000 Equity Shares to Rs. 65,77,50,000/- divided into 65,77,50,000 Equity Shares by allotment of 4,40,00,000 Equity Shares pursuant to Conversion of 4,40,00,000 Convertible Warrants on December 24, 2025.

However, at the end of the year under review the paid-up capital of the Company is Rs. 65,77,50,000/- divided into 65,77,50,000 Equity Shares of Re. 1/- (Rupee One) each.

PROMOTER SHAREHOLDING:

The Promoters & Promoter Group of the Company sold their holding of 4,83,86,550 Equity Shares of Face value of Re. 1/- each on 31-12-2024 constituting 8.16% of total shareholding of the Company and the Company has received an intimation from Mr. Apoorva Himatlal Shah, on behalf of Promoters & Promoter Group of the Company.

However, due to abovementioned selling of holding by Promoters & Promoter Group the Promoter holding of the Company became NIL and also with regard to this the Company had received the No Objection Certificate (NOC) Letter dated September 08, 2025 from the BSE Limited for Reclassification of Promoter(s) as Public Shareholders under Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Board of Directors of the Company is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. To that end, the Nomination and Remuneration Committee has established processes for performance evaluation of Independent Directors, the Board and Committees of the Board.

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its Committees as well as the Directors individually. Details of the evaluation mechanism are provided in the Corporate Governance Report.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc.

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 Policy can also be accessed on Companys website www.nhcgroup.com.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit and loss of the Company for that period;

c) That 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) That Directors have 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;

f) The Directors had devised adequate systems and processes, commensurate with the size of the Company and the nature of its business, to ensure compliance with the provisions of all applicable laws and that such systems and processes are operating effectively.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the Period under review, were on arms length basis and in the ordinary course of business, Form AOC-2 is provided in Annexure-1. No materially significant related party transactions which required the approval of members, were entered into by the Company during the Period under review. Further, all related party transactions entered by the Company are placed before the Audit Committee for its approval.

Details of Related Party Transactions and Details of Loans, Guarantees and Investments covered under the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in the notes to the Financial Statements attached to the Auditors Report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The details of the Subsidiaries of the Company as on the end of the year under review are as follows:

Name of Company	CIN/ GIN	Type	% of Share Holding	Applicable Section
NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ)*	2311650	Foreign Subsidiary Company	96.21%	2(87)
Conquer Enterprises Limited#	3167324	Foreign Step-down Subsidiary Company	100%	2(87)

*NHC International L.L.C-FZ (Formerly known as Intra Metal Trading LLC-FZ) holds Trade License No.2311650.01 and was officially incorporated under Meydan-Free Zone regulations under the Government of Dubai. The primary objective of the Company is to engage in the trading of agricultural commodities. The company was established with an initial capital of AED 100,000/-, represented by 100 shares of AED 1,000 each.

NHC Foods Limited on April 24, 2024 has acquired shares at valuation of AED 1,000 each equivalent to USD 272.29 per share, amounting to USD 6,91,616.60 (lNR 5.77 crores) and the Company holds 2540 equity shares which constitutes 96.21% stake in the NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ).

#Conquer Enterprises Limited is incorporated in Hong Kong on June 30, 2022 and registered with Registrar of Companies, Hong Kong, Special Administrative Region. The primary objective of the Company is to engage in the business of trading of various products such as Metals, Steel products and various Agro products etc.

The Foreign Subsidiary of NHC Foods Limited i.e. NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ) has invested and acquired 10,00,000 Ordinary Shares at HK$ 1 per Share being 100% of the paid-up share capital of Conquer Enterprises Limited w.e.f. March 11,2026 [NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ) has acquired 1 Ordinary share from the existing shareholder at 1 HK$ and invested in 9,99,999 Ordinary Share at 1 HK$ each as fresh allotment]. Because of the said acquisition by NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ). Conquer Enterprises Limited ("the Company") became the Foreign Step-down subsidiary of NHC Foods Limited w.e.f. March 11,2026.

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 a statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures in Form AOC- 1 is annexed and marked as Annexure- 2.

STATUTORY AUDITORS:

M/s. JMMK & Co., Chartered Accountants (Firm Registration No. 120459W) were appointed for a Second term of 5 (five) consecutive years to hold office from the conclusion of the Annual General Meeting in 2024 till the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

M/s. JMMK & Co. have confirmed their eligibility and qualification required under Section 139, 141 and applicable provisions of the Companies Act, 2013 and rules issued there under (including any statutory modification(s) or re- enactment(s) thereof for the time being in force).

The Auditors Report for the Financial Year 2025-2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

EMPLOYEE RELATIONS:

At NHC Foods Limited, we consider our employees as the most valuable resource and ensure strategic alignment of Human Resource practices to business priorities and objectives. Our constant endeavor is to invest in people and people processes to improve human capital for the organisation and service delivery to our customers. Attracting, developing and retaining the right talent will continue to be a key strategic imperative and the organisation continues its undivided attention towards that. We would like to take this opportunity to express appreciation for the hard work and commitment of the employees of the Company and look forward to their continued contribution.

SECRETARIAL AUDITORS:

Pursuant to recent amendments to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), a listed entity must appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, with shareholders approval to be obtained at the Annual General Meeting.

Thus, as per the above paragraph and in accordance with the recommendation of the Audit Committee and approval of the Board of Directors of the Company, consent of Members of the Company be and is hereby accorded for the appointment of M/s. DM & Associates Company Secretaries LLP, Practising Company Secretary (LLPIN NO. AAI- 4743) as the Secretarial Auditors of the Company for a period of five (5) years, commencing from April 01,2025 to

March 31,2030, to conduct the Secretarial Audit and to furnish the Secretarial Audit Report at the Annual General Meeting of the Company held on Tuesday, September 30, 2025.

The Secretarial Audit Report for the Financial Year 2025-2026 contains the below remark:

Non-filing of the revised shareholding pattern following the Preferential Issue of convertible warrants.

Management Response: We wish to inform that the updated Shareholding Pattern for the quarter ended September 30, 2025 containing the requisite updated details was uploaded on October 20, 2025, Till date, no observations or queries were received from the Stock Exchange regarding this submission.

INTERNAL AUDITORS AND INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and the Company has, in all material respects, maintained adequate Internal Financial Controls over financial reporting as of March 31,2026 for ensuring the orderly and efficient conduct of its business, adherence to Companys policies, safeguarding assets of the Company, Prevention and Detection of Frauds and Errors, Accuracy and Completeness of the Accounting Records and timely preparation of Reliable Financial information.

Based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s. DMS & Company, Chartered Accountants (FRN: 001169C) as Internal Auditors of the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF COMPANIES ACT, 2013:

There was no instance of Frauds reported by Auditors under Section 143(12) of the Companies Act, 2013 during the year under review.

ANNUAL RETURN:

The Annual Return as required under Section 92 and Section 134 the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companys website at www.nhcgroup.com.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism and formulated the Whistle Blower Policy (WB) to deal with instances of fraud and mismanagement, if any. During the year under review no personnel has been denied access to the audit committee. The Company has adopted a formal Vigil Mechanism/ Whistle-blower policy. The approved policy is available on the Companys website www.nhcgroup.com.

DISCLOSURE REGARDING PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender. The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Company has also set up "Prevention of Sexual Harassment Committee" (‘the Committee) to redress the Complaints received regarding sexual harassment which has formalised a free and fair enquiry process with clear timelines. There were no complaints pending for the Redressal at the beginning of the year and no complaints received during the financial year.

MATERIAL CHANGES AND COMMITMENTS:

The following material changes that occurred subsequent to the end of the financial year till the date of this report:

a) NHC International L.L.C-FZ (Formerly known as lntra Metal Trading LLC-FZ) (Dubai, U.A.E.) a foreign subsidiary company of NHC Foods Limited has invested and acquired 100% of the paid-up share capital of Conquer Enterprises Limited, a company incorporated and registered in Hong Kong w.e.f. March 11,2026.

b) NHC Foods Limited ("the Company") has incorporated NHC International UK Limited as a private company limited by shares and registered with the Registrar of Companies for England and Wales, due to which the NHC International UK Limited has became the Wholly Owned Subsidiary of NHC Foods Limited with effect from April 22, 2026.

c) With reference to shareholders approval obtained by way of Postal Ballot dated February 09, 2026 the Board of Directors of NHC Foods Limited ("the Company") has approved the issuance of 1.5% Unsecured Foreign Currency Convertible Bonds at 10% Discount amounting to US$ 27 Million on May 27, 2026 in relation to which the Board of Directors of the Company has approved the allotment of 270 Foreign Currency Convertible Bonds (FCCBs) having Face Value of USD 1,00,000 each on May 29, 2026 and the said FCCBs has been admitted and listed on AFRINEX Securities List "ASL" of AFRINEX Limited, Mauritius.

d) The paid-up share capital of the Company has been increased to Rs. 76,19,27,040/- divided into 76,19,27,040 Equity Shares having face value of Re. 1/- each pursuant to Conversion of 11 (Eleven) FCCBs of principal value aggregating to USD 11,00,000 on June 24, 2026.

e) The Board of Directors of the Company at their meeting held on July 02, 2026 have inter-alia considered, approved and signed the Letter of Intent (LOI) for proposed investment and acquisition of M/s. Agriconnect Solutions Private Limited which is in the business of Supply & Trading of Agri Commodities.

CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company. Your Company continues to be one of the leading foods processing Company.

However, the Company has entered into Memorandum of Understanding (‘MoU) with Lotmor Brands Private Limited (LOTMOR) on July 21,2025. This MoU signifies an expression of interest regarding the grant of manufacturing rights by LOTMOR to NHC to manufacture beverages and similar products. The MoU shall remain in force for a period of 2 (two) years from the date of its execution.

Upon the expiration of this 2-year period, or earlier if mutually agreed upon, a definitive manufacturing agreement outlining the exact terms and details shall be executed by both parties upon execution of this MoU and subsequent manufacturing agreement, NHC will became Manufacturer of various beverages and similar products of Lotmor Brands Private Limited.

The Company seeks to strategically diversify its existing business portfolio by entering into the beverages and allied products sector, which aligns with emerging market trends and evolving consumer preferences.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure 5 which forms part of this Report.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

We affirm that the remuneration paid to the Directors is as per the term laid out in the Nomination & Remuneration Policy of the company. The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Companys website at www.nhcgroup.com.

LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

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

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are given as Annexure - 4 to this Report.

CORPORATE SOCIAL RESPONSIBILITY:

The Company remains committed to discharging its Corporate Social Responsibility ("CSR") in a responsible and sustainable manner, with a focus on contributing towards the socio-economic development of the communities in which it operates. The Companys CSR initiatives are undertaken in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the financial year under review, the Company incurred CSR expenditure of Rs. 10.00 lakhs in accordance with the applicable provisions of the Act.

As the amount required to be spent by the Company towards CSR activities during the financial year did not exceed Rs. 50 lakhs, the Company was not required to constitute a Corporate Social Responsibility Committee in terms of Section 135(9) of the Companies Act, 2013.

Further, the provisions relating to impact assessment of CSR projects under Rule 8(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review.

The Annual Report on CSR activities, containing the brief outline of the CSR Policy and the details of the CSR initiatives undertaken during the year, is annexed to this Report as Annexure - 6 and forms an integral part of this Annual Report. The CSR Policy of the Company is available on the Companys website at www.nhcgroup.com.

BOARD EFFECTIVENESS:

In compliance with the requirements of SEBI Regulations, the Company has put in place a familiarization programme for Independent Directors to familiarize them with their roles, rights and responsibility as Directors, working of the Company, nature of the industry in which the Company operates, business model etc. The Company operates, business model etc. The same is also available on the website of the Company and can be accessed by web link www.nhcgroup.com.

RISK MANAGEMENT:

For your Company, Risk Management is an integral and important component of Corporate Governance. Your Company believes that a robust Risk Management ensures adequate controls and monitoring mechanisms for a smooth and efficient running of the business. A risk aware organization is better equipped to maximize the shareholder value.

The key cornerstones of your Companys Risk Management Framework are:

1. Periodic assessment and prioritization of risks that affect the business of your Company;

2. Development and deployment of risk mitigation plans to reduce the vulnerability to the prioritized risks;

3. Focus on both the results and efforts required to mitigate the risks;

4. Defined review and monitoring mechanism wherein the functional teams, the top management and the Board review the progress of the mitigation plans;

5. Embedding of the Risk Management processes in significant decisions such as large capital expenditures, mergers, acquisitions and corporate restructuring

6. Wherever, applicable and feasible, defining the risk appetite and install adequate internal controls to ensure that the limits are adhered to.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no Dividend declared and paid during the year under review, the provisions of Section 125 of the Companies Act, 2013 does not apply.

CODE OF CONDUCT:

The Company has laid down and adopted a Code of Conduct for its Directors and Senior Management Personnel, which is also available on the Companys website www.nhcgroup.com. The Company has received confirmation from all Directors as well as Senior Management Personnel regarding compliance with the Code of Conduct during the year under review as required under Regulation 26(3) of the Listing Regulations. Additionally, all Independent Directors of the Company shall be bound by duties of Independent Directors as set out in the Companies Act, 2013 read with the Schedule and Rules there under. Pursuant to Schedule V(D) of the Listing Regulations.

A declaration signed by the Managing Director of the Company to this effect is attached at the end of this report.

TRADE RELATIONS:

Your Directors wish to record appreciation of the continued, unstinted support and co - operation from its retailers, stockists, supplier of goods/services, clearing and forwarding agents and all other associated with it. Your Company will continue to build and maintain a strong association with its business partners.

HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

LISTING OF SHARES:

The shares of the Company are listed on Main Board platform of BSE Ltd. having Scrip Code: 517554 and ISIN: INE141C01036. The Company has regularly paid the Annual Listing Fees to the Bombay Stock Exchanges. Annual Custody / Issuer fee for the Financial Year 2026-2027 has been paid by the Company to National Securities Depositories Limited and Central Depository Services Limited.

A DISCLOSURE, AS TO WHETHER MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013, IS REQUIRED BY THE COMPANY AND ACCORDINGLY SUCH ACCOUNTS AND RECORDS ARE MADE AND MAINTAINED:

This requirement is not applicable upon the company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

This requirement is not applicable upon the company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

This requirement is not applicable upon the company.

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:

a) The Company has not accepted any deposits from the public or otherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit) Rules, 2014 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

b) No significant or material orders were passed by the Regulators, Courts or Tribunals which impact the going concern status and Companys operations in future.

c) The Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

ACKNOWLEDGEMENTS:

The Board places on record its appreciation for the continued co-operation and support extended to the Company by customers, vendors, regulators, banks, financial institutions, rating agencies, stock exchanges and depositories, auditors, legal advisors, consultants, business associates and all the employees with whose help, cooperation and hard work the Company is able to achieve the results.

The Board deeply acknowledges the trust and confidence placed by the consumers of the Company and all its shareholders.