Kohinoor Foods Ltd

The following report should be read in conjunction with the audited financial statements and notes for the year ended March 31,2023 and the audited financial statements and notes for the year ended March 31,2022. 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 Company's 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 Company's 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.

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, Chutney's, Spices and Seasonings to Frozen Breads, Snacks & Paneer (Indian Cottage Cheese), healthy grains, edible oils. Today, the most powertul 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 34th Annual Report and the Audited Annual Accounts of the Company for the Financial Yearended 31^s1 March, 2023.

The financial highlights for the year ending 31^s1 March, 2023 are as under:

(Rs. In Million)

The Board's Report has been prepared based on the standalone financial statements of the Company.

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 2022-23, the contribution made by Rice to the Company's business is INR 188.55 million as against INR 720.87 million in previous year while as the Food Business stood at INR 575.18 million as against INR 236.93 million in the last financial year.

The year saw an increase of 142.76% in food business in sales in value terms in comparison to last year sales. Sales market was down due to instability in country such as pandemic and the financial constraint faced by the Company.

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

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 USAfor its quality rice and food items.

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

During the year 2022-23, in processed & packaged food products the company did the business of around INR 575.18 million as against INR 236.93 million in the previous year. The food factory has continued its operation effectively inspite of the liquidity problem which improved our production & revenues from food business.

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

The global ready-to-eat (RTE) food market has witnessed significant growth over the past decade. Ready-to-eat products are prepackaged foods that require minimal or no cooking before consumption. These products offer convenience, time-saving benefits, and cater to the fast-paced lifestyles of consumers worldwide. The market's growth can be attributed to changing consumer preferences, urbanization, busier lifestyles, and advancements in food processing and packaging technologies.

The ready to eat food market in India report forecasts market growth by revenue at global, regional & country levels and provides an analysis of the latest trends and growth opportunities from 2017 to 2027.

• Frozen food

• Ready-to-heat

• Ready-to-cook

Convenience: The primary driver of the RTE food market is the convenience factor. Busy lifestyles, increased dual-income households, and the rise of single-person households have led to a growing demand for quick and easy meal solutions.

Diverse Product Range: The RTE food market has evolved from basic canned foods to a wide variety of options, including frozen meals, curries, sauces, salads, snacks, and more. Ethnic cuisines and healthier alternatives have also gained popularity^

Innovative Packaging: Manufacturers have focused on developing packaging that maintains the freshness and quality of the food without the need for preservatives. This has extended the shelf life of RTE products and enhanced their appeal.

Health and Wellness: Consumers are becoming more health conscious, leading to a demand for healthier RTE options. Manufacturers are responding with products that incorporate natural ingredients, fewer additives, and better nutritional profiles.

Online Retailing: The growth of e-commerce has allowed RTE food manufacturers to reach a wider audience. Online platforms provide a convenientway for consumers to access a variety of RTE products.

Globalization of Palates: Consumers are increasingly open to trying

diverse cuisines, driving demand for international RTE food options. This trend is also supported by a rise in travel and cultural exchanges.

North America: The North American RTE food market is mature and well-established. The United States and Canada are key contributors, with a focus on convenience, frozen foods, and healthy alternatives.

Europe: The European market is characterized by the presence of numerous traditional RTE options alongside innovative products. Countries like the United Kingdom, Germany, and France are prominent consumers of RTE foods.

Asia-Pacific: Rapid urbanization and changing dietary habits in countries like China, India, and Japan have propelled the RTE food market in the Asia-Pacific region. Ready-to-eat noodles, rice bowls, and snacks are popular choices.

Latin America: The Latin American market is witnessing steady growth due to rising disposable incomes and urbanization. The market is characterized by a blend of local and international RTE options.

Middle East and Africa: Urbanization and an increasing expatriate population have driven the RTE food market in this region. Convenience and a mix of traditional and modem options are driving factors.

Quality and Taste: Maintaining the quality and taste of RTE foods overextended shelf lives remains a challenge. Some products may suffer from texture and flavor degradation.

In terms of distribution channels, the ready to eat food market is segregated into hypermarkets/supermarkets, convenience stores, online retailers, and others. The hypermarkets/supermarkets segment is expected to account for a key share of the market in the coming years owing to retail behemoths like Walmart, Tesco, Eleven, and Aldi extending their locations internationally and boosting their product choices to entice customers.

On the basis of regions, the ready to eat food market is classified as Asia Pacific, North America, Latin America, Europe, and Middle East & Africa. The market of North America is anticipated to dominate the market CAGR during the forecast period. The regional market growth can be attributed to the rising demand for frozen pizza and portable breakfast.

Convenience: Busy lifestyles and the need for quick and easy meal solutions drove the demand for RTE foods. Consumers, especially those in urban areas, sought out convenient options that required minimal effort and time for preparation.

The frozen segment holds a major share and is anticipated to dominate the market over the forecast period. The demand for prepared foods is expanding due to increased urbanization, creative packing, and growth in the desire for convenient meals. Further, the segment benefits from customers' growing need for convenience and comfort as a result of their hectic schedules.

The shelf-stable segment is expected to hold a considerable share throughout the forecast period as these meals do not require freezing or refrigeration, making themeasierto store. Further, shelf-stable food meals are more affordable than other alternatives, contributing to the increasing demand.

Changing Demographics: An increase in single-person households, dual-income families, and a rise in the number of people living in urban areas contributed to the growing demand for convenient food options that could be consumed on-the-go.

Innovation and Diversification: The RTE food industry had expanded beyond just basic microwave able meals to include a wide variety of cuisines, dietary options (such as vegetarian, vegan, and gluten-free), and healthier alternatives. This diversification helped attract a broader consumer base.

Improved Quality: As consumer preferences shifted towards healthier choices, RTE food manufacturers started focusing on using higher-quality ingredients, reducing additives, and incorporating more natural and organic options into their products.

Technology and Packaging: Advancements in food processing and packaging technology enabled the development of products with longer shelf lives while maintaining taste and quality. This contributed to the growth of RTE food sales, as consumers could stock up on these products without worrying about spoilage.

Owing to the rising working population worldwide, busy schedules, and time constraints, there is significant adoption of convenience foods like ready-to-eat (RTE) and ready-to-cook (RTC) that need minimal time and ingredients to cook. According to the reports, during the period of 2022-27, the global ready-to-eat food market is expected to grow at a CAGR of 4.8%. In India, the RTE food market share is projected to increase by USD 751.43 million from 2021 to 2026, and the market will grow at a CAGR of 18.63%.

Globalization: The availability of international cuisines in RTE formats allowed consumers to explore different flavors and dishes without having to cook from scratch.

Retail and Online Presence: The expansion of retail distribution channels, including convenience stores, supermarkets, and online platforms, made it easier for consumers to access a wide range of RTE options.

Food Safety and Regulations: Stricter food safety regulations and labelling requirements in various countries led to an increase in consumer trust in RTE food products, further driving sales.

The market is witnessing a shift in consumer preferences from home-cooked food to ready-to-eat products, owing to working individuals' busy lifestyles and hectic work schedules. This change in consumer behaviour will likely uplift the market studied significantly in the forecast period. Ready-to-eat products are considered the closest alternative to regular food, which can be consumed at anytime (such as during breakfast, lunch, or dinner).

Consumer interest in new products and ingredients is rising and is expected to witness positive developments. Besides traditional cuisine, consumers are eager to try different meals from other ethnicities, such as Indian, Thai, and Italian. Therefore, preference for ethnic ready-to-eat food has driven the demand for these products.

Millennials and the young generation are the easiest targets for ready-to-eat food manufacturing giants as they spend most of their income on such food products. Thus, such products' convenience level is increasing the global market's total demand. Furthermore, the rising health consciousness among consumers, the predominance of lifestyle disorders, and the nutritional value associated with fresh food are restraining the ready-to-eat food products markets.

Reports suggest that the world is witnessing a wave of demand surge for convenient and instant healthy foods and the market is highly competitive.

• Ready-to-eat foods are considered the closest alternative to regular food, which can be consumed all day, from breakfast to dinner. This is causing a consumer shift from home-cooked food to RTE foods.

• After the pandemic struck, RTE/RTC foods have come to the rescue of work-from-home employees. On days when the schedule leaves no time for cooking, consumers turn to RTE/RTC foods for nourishment, creating opportunities for the market.

• The demand for convenience foods like snacks, meat products, instant pasta, rice, and more is growing at a fast pace. Higher expenditure on food and drinks, awareness about healthy foods, changes in meal patterns and eating habits, and evolving social and economic factors are all reasons why the desire for instant foods is on the rise.

• The aware consumer of today is eager to try out new cuisines from other regions. Ethnic RTE foods are driving the demand for such foods.

• In India, the RTE markets dominated by domestic companies, but global players have also entered the space with vivid flavors and varieties. Organic food companies are also offering RTC foods to cater to health-conscious consumers.

• Unique packaging to further sales is also a step towards increasing the consumer base.

• Good taste, high nutritional content, and good-quality ingredients encourage consumers to try out RTC foods day in and day out, causing a sharp growth curve for the market.

• The target demographic for RTE manufacturers is the millennial and the young generation, who spend a considerable portion of their income on convenience foods. This trend is promoting the global demand forthe market.

• The demand for RTE products is also rising due to the convenience of consumption followed by quick disposal of the packaging. Working professionals imbibe this concept into their lifestyle seamlessly.

Private-label frozen products are becoming an important area for retailers. Some retailers promote their own brands by offering more shelf space for their products compared to branded products. For instance, in 2019, the sales of private-label frozen foods increased by 3.8% compared to the previous year. Consumers are more inclined toward private brands to save money without any compromise on taste, selection, or quality. Retailers also offer in-store promotions for their own brand frozen products. Online retailers such as Amazon have also been rolling out private-label frozen food products, while consumer value stores (CVS) are expanding their frozen food section by adding private-label frozen food products to grow their grocery businesses. Some private-label brands are also launching their frozen food products in paper-based trays to reduce the use of plastic packaging and attract consumers by projecting their environmental awareness initiatives. Therefore, increased demand for frozen food will positively impact the RTE food market in India during the forecast period.

Fruit & Vegetables (Peas, Mushroom, Carrots, Beans, Corn & Others), Potatoes (French Fries, Tikki, Potato Wedges, Potato Bites, Smileys, Others), Frozen Bakery Products (Biscuit & Cookies, Bread

& Pizza Dough, Rolls & Pastry, Others), Ready Meals, Soup, and Others are the product types prevalent in India frozen food market.

Improved quality and taste, driven by advancements in technology and packaging, contribute to their popularity. Increasing disposable income and current retail availability has further fueled the market. In addition, changing eating habits favor quick and portable meals. Ready meals also provide a reliable and safe food option due to growing awareness of food safety.

Additionally, staple foods appeal to a broad consumer base, form the foundation of daily meals, and offer convenience and time efficiency in meal preparation. Furthermore, the long shelf life of frozen staple foods, cost-effectiveness, and accessibility through various retail outlets make them a practical and attractive option for consumers. Finally, frozen staple foods can retain nutritional value when properly frozen, making them a preferred choice for health conscious individuals seeking convenient and nutritious meal options.

Indian Basmati Rice is presently placed on a congenial platform from where it can only go one-way and ie northwards. Perhaps it is for the first time in its history since 1970s that there are 'nil' carry forward stocks. Couple of factors are helping basmati rice to maintain its premium stature & ever-increasing prices; high domestic demand due to constantly increasing purchasing power of the teeming millions, constant pressure on quality products from the foreign markets, even globally people are moving from coarse non- basmati rice varieties to Basmati rice, which has always been considered food of the elite in the past, it is no longer the case.

India in the last few years has emerged as the world's largest producer of the product' rice parse', the Government of India closely monitor the domestic prices and have in the recent past used various measures to contain the rising prices, either by putting 20% duty or completely banning some non-basmati rice varieties. This has obviously stirred the world as India has disturbed the supplies to the African continent, which were anyway effected due to Ukraine conflict. This again is benefiting basmati rice as market prices are at all-time high and heavy rains due to changing weather patterns have ensured the prices shall not come down any time soon.

In the faceable future basmati rice shall remain in high demand and a profitable business one too.

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 Banks has also served letter for failure of resolution plan submitted by the Company. An extension to the resolution plan was also granted by the Lenders.

The Banks have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.

The Company has filed an appeal before Hon'ble High Court,Punjab & Haryana for stay. The Hon'ble High Courthas granted Interim stay.

The Company has received an ex parte interim order from Debt Recovery Tribunal-Ill, 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 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 on 03/08/2022. The company is contesting the matter.

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 PN B Dubai and the Company had submitted its OTS proposal and has deposited the upfront amount and requested to process the Company OTS Proposal and forward the same to their Board/Head Office for approval, which is at present in consideration.

The Company's vendor has filed an execution petition before Faridabad District & Session Judge. The Company is contesting the matter. The Company has also approached Hon'ble High Court Shimla for stay on above matter. The Hon'ble High Court has admitted our application and granted interim stay.

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 Hon'ble 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 Hon'ble Faridabad Courthas stated that already interim stay have been granted by the Hon'ble High Court, hence no ground to grant relief prayed for is made out at this stage.

The observations of the Auditor with regard to the management assessment of the Company's 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 of one time settlement submitted to 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:

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 Company's 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 Company's 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 beaged 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.

Your Directors do not recommend any dividend for the financial year 2022-23.

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

The Re-Appointment and Remunerations of Mr. Jugal Kishore Arora (DIN 00010704), Mr. Satnam Arora (DIN 00010667) and Mr. Gumam Arora (DIN - 00010731) had been approved by the Shareholders in the 31 “Annual General Meeting of the Company held on 30th December, 2020 for the period of three years subject to the approval of the Central Government. Now the Company wants to renew the appointment and remuneration payable to these Managerial Personnel on the same term and condition as approved by the shareholder in their Annual General Meeting held on 30th December, 2020 for further period of three years starting from 1 st October, 2023 in the forthcoming Annual General Meeting, subject to the overall limit as approved by the Central Government.

Your Directors recommend this resolution for approval of the members.

SEBI vide its notification dated 10 May, 2018 has amended the SEBI (LODR) and, inter-alia, has inserted new Regulation 17(1A) which mandates that no listed entity shall appoint a person or continue the directorship of any person as a Non-Executive Director who has attained the age of 75 (Seventy Five) years unless a Special Resolution is passed to that effect by the members of the Company. Mr. Yash Pal Mahajan will attain the age of 75 (Seventy Five) years, accordingly, in view of the above amendment in the SEBI Listing Regulations, it has become imperative for the Company to seek members approval by way of a special resolution, to continue his directorship as an Independent Director, in terms of provisions of the Actand the SEBI (LODR).

Your Directors recommend this resolution for approval of the members.

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 fortheyearended March 31,2023 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 IndAS.

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

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

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 Board's 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.

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.

The Equity Shares of the Company are listed with BSE Limited and National Stock Exchange of India Ltd (During the Year Status:Active) your Company have applied for revocation of suspension of Trading of Securities of the Company and the Suspension of Trading has been revoked with effect from 06/04/2022 vide Circular ref. No. 0368/2022 Dated 29/03/2022. The annual listing fee for the Financial Year 2023- 24 has been paid by the Company.

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.

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 year2026.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 re- appointment. 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.

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.

The Cost Auditor M/s Cheena and Associates appointed as Cost Accountants of the Company for the year 2022-23 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, 2024 and remuneration to be paid subject to rectification by shareholders.

The Board of Directors pursuant to the Provision of Section 204 of the Companies Act, 2013, has appointed M/s. MANK and Associates, Company Secretary Firm, (having FCS No. 10248 and CP No. 19684) to conduct Secretarial Audit of the Company for the Financial Year2023-2024.

The Secretarial Auditor M/s MANK and Associates, Company Secretaries, appointed for the year 2022-23 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.

The terms of M/s. NNA& Co, Chartered Accountants, New Delhi, who was appointed as Internal Auditor of the Company for the Financial Year2022-23 expired on 31^s1 March, 2023.

Your Directors on the recommendation of the Audit Committee have approved their appointment in the Board Meeting dated 29^lh May, 2023, for the financial year2023-24.

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

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 is headed by an executive Chairman. As on 31^s' March 2023, the Board of Directors consisted of Six Directors, including Chairman, Joint Managing Directors, Woman Director, Independent Director and others.

Six (6) Board Meetings were held during the year 2022-23, i.e. on 27" April, 2022, 30^,B May, 2022, 08" July 2022, 3f August 2022, 14" November 2022 and 06" February, 2023 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" March, 2020.

During the year under review, the Audit Committee met Six (6) times

i.e. on 27" April, 2022,30" May, 2022,08" July 2022,31^m August 2022, 14" November 2022 and 06"February, 2023 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" March, 2020.The minutes of the meetings of the Audit Committee are noted by the Board.

During the year under review, the Nomination and Remuneration Committee met One(1) times i.e. on 14^1B November, 2022. The minutes of the meetings of the Nomination and Remuneration Committee are noted by the Board.

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 Company's website on the link:www.kohinoorfoods.in/investor.

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 Company's code of conductor 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 Company's website on the link www.kohinoorfoods.in/investor.

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.

During the Financial Year 2022-23 the Company went through some litigations in taxation, banking and rice business. Brief of the litigations is mentioned below:

(Rs. In Lacs)

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

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.

Further to above, for assessment year 2012-13/2014-15/2016-17, We had contested the matter before CIT(Appeal), based on our submission, our appeal was considered, the addition on certain matters were partially allowed in the case of Transfer Pricing Issue. On Corporate Issue complete addition was allowed to be reversed and thus the addition was nullified. The appeal effect against the order of CIT (Appeal) is awaited for all three assessment years.

An appeal has been filed with CIT (A) on 11-08-2021 against an order passed towards addition of Rs. 2860.54 Lacs against transfer pricing adjustment in respect of A.Y 2017-2018 although there is no liability on the company since no demand has been raised by the department, but, this has impacted in the reduction of losses by the above amount.

An appeal has been filed with CIT (A) on 07-12-2021 against an order passed towards addition of Rs. 791.57 Lacs against transfer pricing adjustment in respect of A.Y 2018-2019 although there is no liability on the company since no demand has been raised by the department, but, this has impacted in the reduction of losses by the above amount.

An appeal before the Sales Tax Commissioner-Appeals, New Delhi is lying pending in respect of Sales Tax demand of Rs. 122.00 Lacs on sale of REP Licenses made in earlier years.

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

Note: The Appellate Authority has remanded back the above cases to Revision Authority, Rohtak/Assessing Authority, Sonipat

Appeals are lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Dept., Punjab in respect of Year 2009-10 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.

An appeal before the Customs, Excise & Service Tax Appellate Tribunal, New Delhi is lying pending against the order of Commissioner of Central Excise (Appeals), Delhi -III in respect of additional excise duty of Rs. 42.91 Lacs demanded by the Excise department in connection of dispute over classification of goods - food product produced at Bahalgarh Factory- as per the Central Tariff Act. As the matter is still pending before the Tribunal, no provision in the books of accounts have been made.

During the financial year 2016-17, the company has received an order from Hon'ble Central Excise and Service Tax Appellate Tribunal, New Delhi (CETSTAT) against the order passed by Commissioner of Service Tax (Adjudication), New Delhi demanding a service tax of Rs.259.25 Lacs. The Hon'ble CETSTAT vide its order dated 16/02/2017 has granted major relief of Rs.250.13 Lacs against the aforesaid demand.

VAT-Delhi had raised the demand of 726.93 Lacs againstpending'F' forms in respect of years 2015-2016 & 2016-2017. Pending F forms were related to six quarter out of the above, for five quarter all F forms were submitted and an order dated 16-08-2022 has been received, nullifying the demands of these quarter. For quarter one for the year 2016-2017 F forms are pending there a demand of Rs. 22.63 Lacs has been raised by VAT-Delhi. Appeal against the said order has been filed with VAT-Delhi.

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 submitted its resolution proposal with the Consortium Banks and the same is sanctioned by the Lead Bank and was presented at their respective consortium meeting. The Banks has also served letter for failure of resolution plan submitted by the Company. An extension to the resolution plan was also granted by the Lenders. The promoters of the Company deposited the interest towards sanctioned resolution proposal and requested another 90 days' time to meet the requirements of the sanctioned resolution proposal, which is at present under consideration with the Consortium Lenders.

The Banks have filed petition against Company before Hon'ble NCLT Bench Chandigarh, the company is contesting the matter and the petition is yet to be admitted.

The Company has filed an appeal before Hon'ble High Court,Punjab & Haryana for stay. The Hon'ble High Courthas granted Interim stay.

The Company has received an ex parte interim order from Debt Recovery Tribunal-Ill, 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 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 on 03/08/2022. The company is contesting the matter. The Company has filed an appeal against the honorable DRT, Delhi PO order before honorable DRAT, Delhi. The Honorable DRAT, Delhi accepted the petition of the company, and granted reliefas per the petition & cost Rs. 50,000/-to company on its hearing and accordingly the petition was disposed-off.

The summon/notice had been received summon/notice received in the name of the Jt. Managing Director, Kohinoor Foods Limited, from the Directorate of Enforcement, Government of India, to appear before them along with various document. The Director/authorized representative of the company have submitted relevant documents before the authorities/ offices / departments.

The 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 have submitted relevant documents before the authorities/offices/departments.

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 PN B Dubai and the Company had submitted its OTS proposal and has deposited the upfront amount and requested to process the Company OTS Proposal and forward the same to their Board/Head Office for approval, which is at presenting consideration.

The Board of Trustee of the port of Mumbai has filed a money suit for recovery of Rs. 9.64 Cr. towards alleged outstanding demurrage charges against which the Company has filed its counter claim of Rs. 10.88 Cr. 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 Company's vendor has filed an execution petition before Faridabad District & Session Judge. The Company is contesting the matter. The Company has also approached Hon'ble High Court Shimla for stay on above matter. The Hon'ble High Court has admitted our application and granted interim stay.

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 Hon'ble 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 Hon'ble Faridabad Court has stated that already interim stay have been granted by the Hon'ble High Court, hence no ground to grant relief prayed for is made outatthis stage.

All other litigations are mentioned in the note on Contingent Liability in the Balance Sheet for the financial year 2022-23.

In terms of Section 188 of the Act read with rules framed there under 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 arm's length basis and in the ordinary course of business and within permissible framework of Section 188 of the Act and Rules made there under 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.

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.

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 partof 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 setout 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 Board's 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.

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.

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 Certificatefrom 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. Declaration by the Managing Director pursuant to Regulations Part 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 31^s1 March, 2023, is also attached with this report.

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

a) in the preparation of the annual accounts forthe year ended 31⁹ March, 2023, 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 31⁹ March, 2023 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.

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

As per provisions under Section 135 of the Companies Act, 2013, all companies having net worth of Rs. 500 crores or more, ortumover 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, interalia, covers the following:

• Philosophy

• Scope

• List of CSR activities

• Modalities of execution of projects/programmers

• Implementation through CSR Cell

• Monitoring assessment of projects/programmers

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

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.SatnamArora

3. Mr.GurnamArora

AstheAverage net Profit/(Loss) of the Company for last three financial years prior to 2022-23 comes to average net loss and therefore the Company is not statutorily required to spent amount as prescribed for CSR expenditure.

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, Company's 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 Company's website at the link: www.kohinoorfoods.in/investor

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

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

The 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.

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.

The Company Secretary of the Company conducted a detailed training programmer 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 Company's website at the link: www.kohinoorfoods.in/investor

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 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 Company's operations in future except as disclosed in the Annual Report.

7. Business Responsibility Report as per Regulation 34 (2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, describing the initiatives taken by them from an environmental, social and governance perspective is not applicable to the Company, for the financial year 2022-2013 as per the SEBI Circular SEBI/LAD-NRO/GN/2015-16/27 dated 22^nd December, 2015 and Frequently Asked Questions issued by SEBI on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 dated 29^lh January, 2016.

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.

Sd/- Sd-

Place: Faridabad Date: AUGUST 14,2023