The Board of Directors are pleased to present the 28^th Board Report of Chatha Foods Limited (CIN: L1531OPB1997PLC020578)

formerly known as Chatha Foods Private Limited (“the Company”), together with the Audited Financial Statements for the Financial
Year ended March 31, 2025.

I. Financial Summary: R in Lakhs)

2. State Of Company's Affairs and Review of
Operations:

Standalone revenue from operations of? 15,716.59 Lakhs
in Financial Year 2024-25 which was 17.46 % higher than
the revenue from operations of ? 13,379.93 Lakhs in
Financial Year 2023-24.

The Company has recorded profit before tax and profit
after tax for the Financial Year 2024-25 at? 830.95 Lakhs
and ? 606.15 Lakhs, respectively as compared to the profit
before tax and Profit after tax of ? 855.87 Lakhs and ?
616.68 Lakhs, respectively for Financial Year 2023-24.

3. Change In the Nature of Business. If Any:

Throughout the financial year under review, the Company
continued its primary business activity of manufacturing
and supplying processed meat across India.There was no
change in the nature of business of company.

The Board of Directors remains confident in the
Company's strategic direction and operational capabilities.
With a focus on growth and efficiency, they are hopeful for
an enhanced performance and a rise in revenue in the
forthcoming financial year.

4. Dividend:

In order to conserve the resources for long run working
capital requirement and expansion of business, the Board
of Directors has not recommended any Dividend for the
financial year ended March 31,2025.

5. General Reserves:

During the period under review the Company has not
transferred any amount to the General Reserves for the financial
Year ended March 31,2025.

6. Share Capital:

♦ Authorised Share Capital:

During the financial year under review, there was no change in
the Authorised Share Capital of the Company. The Authorised
Share Capital of your Company as on March 31, 2025 is Rs.

25.00. 00.000/- (Rupees Twenty-Five Crore only) comprising of

2.50.00. 000 (Two Crore Fifty lacs only) equity shares of the face
value of Rs 10 (Ten Rupees).

♦ Issued and Paid-Up Share Capital:

During the financial year under review, the Company issued
15,85,000 (Fifteen Lakh Eighty-Five Thousand) equity shares of
face value ? 10/- each, fully paid-up, for cash consideration, to
Non-Promoter Investors on a preferential basis. These shares
were allotted at an issue price of ? 127/- per share (including a
premium of ? I 17/- per share), aggregating to a total
consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-FiveThousand Only).

Consequent to the above allotments, the Issued, Subscribed and
Paid-Up share capital of your Company as on March 31,2025 is
Rs. 24,08,18,790/- (Rupees Twenty-four Crore Eight Lakh
Eighteen Thousand Seven Hundred and Ninety Only) divided
into 2,40,81,879 (Two Crore Forty Lacs Eighty-One Thousand

Eight Hundred and Seventy-Nine) of the face value of Rs 10 (Ten
Rupees) each.

♦ Warrants:

During the period under review, the Company has further issued
1,19,000 (One Lakh Nineteen Thousand) fully convertible
warrants ('Warrant(s)') and each warrant is convertible into one
equity share of face value of? 10/- (Rupees Ten Only) each fully
paid-up ('Equity Share') of the Company, at any time within 18
(eighteen) months from the date of allotment of the Warrants as
per the SEBIICDR Regulations, at a price (including the warrant
Subscription price and the Warrant Exercise Price) of ? 127/-
(Rupees One Hundred Twenty-Seven only) per warrant
(including premium of ? 117/- per warrant) ('Warrant Issue
Price') for cash consideration aggregating to ? 1,51,13,000/-
(Rupees One crore Fifty One Lakh andThirteenThousand Only)
on preferential basis to Promoter and Promoter Group,
('Warrant Holder(s)'/ 'Proposed Allottee(s)'), with the upfront
payment of Warrant Subscription Price of ? 31.75/- (Rupees
Thirty-one decimal point seven five Only) for each Warrant
aggregating to ? 37,78,250/- (Rupees Thirty Seven Lakh Seventy
Eight Thousand Two Hundred Fifty Only) which is equivalent to
25% (twenty-five percent) of the total consideration, entitling the
Warrant Holder(s) to seek conversion of Warrant(s) in one or
more tranches, within a maximum period of 18 (eighteen)
months from the date of allotment of Warrants, upon the
payment of Warrant Exercise Price of ?95.25/- (Rupees Ninety-
Five decimal point two five only), equivalent to 75% (Seventy five
per cent) of the Warrant Issue Price ('Warrant Exercise Price'),
and be allotted one fully paid-up Equity Share of the Company of
face value of ? 10/- each at a price of? 127/- per share (including
premium of ?l 17/-per share),against each Warrant.

♦ Preferential Issue and Listing of Shares in
Stock Exchange

During the year under review, the Company completed fund
raising through the mode of Preferential Issue for 15,85,000
(Fifteen Lakh Eighty-Five Thousand) equity shares of face value
?I0/- each, fully paid-up, for cash consideration, to Non-
Promoter Investors on a preferential basis.These shares were
allotted at an issue price of ?I27/- per share (including a
premium of ? I 17/- per share), aggregating to a total
consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-FiveThousand Only).

Pursuant to preferential issue, 15,85,000 (Fifteen Lakh Eighty-
Five Thousand) Equity shares of the company were listed on the
BSE on March 25, 2025 through its letter bearing reference
LOD/PREF/MV/441 /2024-2025.

6. Directors and Key Managerial Personnel:

The leadership framework of any company is built upon its Board
of Directors and Key Managerial Personnel (KMP).Together,they
guide the organization toward achieving its strategic goals while
maintaining regulatory compliance and ethical standards.

a) Composition of Board:

The Board of Directors of the company comprises of 6 (Six)
Directors, consisting of I (One) Managing Director, 2 (Two)
Whole-time Directors, and 3 (Three) Non-Executive
Independent Directors including I (One) Independent Women
Director. The constitution of the Board of the Company is in
accordance with the provisions of the CompaniesAct,20l 3.

The Board of Directors of your Company comprises of the followine Directors, as on March 31 st. 2025: -

b) Director retiring by rotation:

Pursuant to section 149( 13) of the Act and Articles of Association
of the Company, all Directors except Independent Directors are
liable to retire by rotation.

Pursuant to the provisions of Section 152(6) of the Act,
Mr. Gurpreet Chatha (DIN: 01389143),Whole-time Director of
the Company is liable to retire by rotation at the ensuing Annual
General Meeting (AGM) and being eligible, offered himself for re¬
appointment.

Such retirement and re- appointment of the Whole-time
Director does not affect his appointment as a Whole-time
Director of the Company and he shall continue to hold their

office as a Whole-time Director from the date of original
appointment.

Based on the recommendation of Nomination & Remuneration
Committee, the Board has recommended for the approval of the
Members, re-appointment of Mr. Gurpreet Chatha at the ensuing
AGM. A brief profile of Mr. Gurpreet Chatha and other requisite
information are provided as part of the Notice of AGM.

c) Key Managerial Personnel (KMP):

During the financial year under review,there has been no change
in the composition of the Key Managerial Personnel (KMP) of the
Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company as on the date of this
report are:

d) Disclosures by Directors:

The Board of Directors have submitted their notice of interest in
Form MBP I under Section 184(1) as well as Declaration by
Directors in Form DIR 8 under Section 164(2) of the Companies
Act, 2013 and other relevant declarations as to compliance with
the CompaniesAct,2013.

e) Independence & Other Matters Pertaining
to Independent Directors

The Independent Directors are Non-Executive Directors as
defined under Regulation 16( I )(b) of the SEBI Listing Regulations
and Section 149(6) of the Act. The Company has received
requisite declarations from all the Independent Directors of the
Company confirming that they meet the criteria of
independence prescribed under Section 149(6) of the Act read
with Rule 5 of the Companies (Appointment and Qualification of
Directors)Rules,20l4andRegulation l6(l)(b)oftheSEBIListing
Regulations.

In terms of Section 150 of the Companies Act read with Rule 6 of
the Companies (Appointment and Qualification of Directors)
Rules, 2014, as amended, Independent Directors of the Company
have registered their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs. Further, in the opinion of the Board, the Independent
Directors also possess the attributes of integrity, expertise and
experience as required to be disclosed under Rule 8 (5) (iiia) of
the Companies (Accounts) Rules,2014.

Following are the Non-Executive Independent Directors as on
financial year ended March 31,2025:-

I. Mr.SanjivSwarup

2. Mr.Purnachand Upadrashta

3. Ms.Chinmayee Swarup Deulgaonkar

In pursuance of Secretarial Standard-1 and Schedule IV of the
Companies Act, 2013; the Independent Directors of the
Company have conducted a meeting dated January 16, 2025
without presence of Non-Independent Directors where they
reviewed the performance of all Non-Independent Directors of
the Company and the board as a whole, reviewed the
performance of the Chairman of the Company and assess the
quality, quantity and timeliness of flow of information between
the Company management and the Board.

f) Numberof Meetingsofthe Board of Directors

The Board meets at regular intervals to discuss and decide the
business policy and strategies of the Company. The date of
meetings of the Board of Directors and Committee are informed
to the Directors in advance to facilitate them to plan their
schedule and to ensure meaningful participation in the meetings.

The notice and agenda of the Board/ Committee meetings is
circulated in accordance with the provisions of the Secretarial
Standard on meetings of the Board of Directors (SS-1) issued by
the Institute of Company Secretaries of lndia.The agenda for the
Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to
take an informed decision.

During the period under review, 6 (Six) Meetings of the Board of
Directors were held on April 25,2024, May 28, 2024, August 31,
2024, November 12, 2024, December 14, 2024 and
February 14,2025.

The intervening gap between two consecutive meetings was
within the maximum period mentioned under Section 173 of the
Companies Act, 2013.

8. Annual Evaluation of the Board

Pursuant to Section 134(p) and Section 178(2) of the Companies
Act, 2013 and applicable provisions of SEBI (LODR) Regulations
2015, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework
containing, inter-alia, the criteria for performance evaluation of
the entire Board of the Company, its Committees and Individual
Directors, including Independent Directors.

A separate meeting of Independent Directors was held without
the presence of any Non-Independent Directors to discuss,
inter-alia, the performances of Non-Independent Directors, the
Board as a whole and the Chairman,taking into consideration the
views of Executive Directors and Non-Executive Directors.The
performance evaluation of all the Independent Directors has
been done by the entire Board, excluding the Director being
evaluated.

9. Dematerialization

The Equity Shares of the Company are in Dematerialization
mode as on March 31,2025.The ISIN of the Equity Shares of your
Company is INE0AH90I0II .The ISIN of the Share warrants
issued during the financial year under review is
INE0AH9I30I6.

10. Details of Subsidiary/Joint Ventures/Associate
Companies

During the financial year under review, Chatha Foods Limited
(CFL) entered into the Shareholders' Agreement (SHA)
with Frigorifico Allana Private Limited (FAPL) on February 11
2025,for the purpose of establishing a Joint Venture Company.As
per the terms of the agreement, Chatha Foods Limited shall hold
70% equity in the Joint Venture Company, while the remaining
30% equity shall be held by Frigorifico Allana Private Limited
(FAPL).

Details of the Joint Venture company is as follows; -

II. Committees ofthe Board

The Board has constituted various committees to focus on
specific functional areas and to assist in the effective discharge of
its responsibilities. These committees operate within the
framework of authority delegated to them by the Board and are
empowered to make informed decisions and recommendations

on matters falling within their respective domains.

The Board of directors have constituted the following
committees in respect of their roles and responsibilities: -

a. Audit Committee

The Audit Committee is constituted in accordance with the

provisions of Section 177 of the CompaniesAct,2013,to function
in accordance with terms of reference specified by Board in
writing in pursuance of sub-section (4) of section 177 of theAct.

The Audit committee of the company has conducted 2flwo)

meetings viz. May 28,2024 and November 12,2024 during the
financial year under review. The composition of the Audit
Committee and the details of meetings attended by its members
are given below;

During the year under review, the Board has accepted all
recommendations of the Audit Committee and accordingly, no
disclosure is required to be made in respect of non-acceptance of
any recommendation of the Audit Committee by the Board.

a. Nomination and Remuneration Committee

The Nomination and Remuneration Committee is constituted in

accordance with the provisions of Section 178 of the Companies
Act,20l3

The Nomination and Remuneration committee of the company
has conducted I (One) meeting viz. August 31 ,2024 during the
financial year under review.The composition of the Committee
and the details of meetings attended by its members are given
below;

The function of the Nomination and Remuneration Committee
(“NRC”) is to oversee the Company's nomination process for
the Board and senior management and specifically to assist the
Board in identifying, screening and reviewing individuals qualified
to serve as Executive Directors, Non-Executive Directors and
determine the role and capabilities required for Independent
Directors consistent with the criteria as stated by the Board in its
Nomination and Remuneration Policy. The Nomination and
Remuneration Policy devised in accordance with Section 178(3)
and (4) of the Companies Act, 2013, has been published on the
Company website at https://www.cfpl.net.in/.

a. Stakeholders' Relationship Committee

The Stakeholders Relationship Committee is duly constituted in
accordance with the provisions of Section 178(5) of the
Companies Act,2013.The Stakeholders Relationship Committee
conducted I (One) meeting viz. March 31, 2025 during the
financial year under review.

The composition of the Committee and the details of meetings
attended by its members are given below;

The composition of the Committee and the details of meetings attended by its members are given
below:

The Stakeholders' Relationship Committee considers and
resolves the grievances of the stakeholders including complaints
relating to non-receipt of annual report, transfer and
transmission of securities, issue of new/duplicate certificates,
general meetings and such other Grievances as may be raised by
the security holders and other stakeholders of the Company,
from time to time.

12. Risk Management Policy

Your Company has an elaborated risk Management procedure
and adopted systematic approach to mitigate risk associated with
accomplishment of objectives, operations, revenues and
regulations. Your Company believes that this would ensure
mitigating steps proactively and help to achieve stated objectives.
The entity's objectives can be viewed in the context of four
categories Strategic, Operations, Reporting and Compliance.The
Risk Management process of the Company focuses on three
elements, viz.(l) Risk Assessment; (2) Risk Management; (3) Risk
Monitoring.

Audit Committee has been entrusted with the responsibility to
assist the Board in (a) Overseeing and approving the Company's
enterprise wide risk management framework; and (b)
Overseeing that all the risk that the organization faces.The key
risks and mitigating actions are also placed before the Audit
Committee of the Company. Significant audit observations and
follow up actions thereon are reported to the Audit Committee.
The Committee reviews adequacy and effectiveness of the
Company's internal control environment and monitors the
implementation of audit recommendations, including those
relating to strengthening of the Company's risk management
policies and systems.

13. Corporate Governance

The Company is committed to upholding the highest standards
of corporate governance, rooted in the principles of
transparency, accountability, integrity, and fairness. However,
your Company, being listed on BSE SME segment, the provisions
as regards to Corporate Governance and related disclosures in
the Annual Report are not applicable to it, as provided under
Regulation 15 of SEBI (Listing Obligations and Disclosure
Requirements), 2015.

14. Non-Applicability of the Indian Accounting
Standards

As your Company being listed on SME Platform of BSE Limited, is
covered under the exempted category as provided under the
provision of Rule 4(1) of the companies (Indian Accounting
Standards) Rules, 2015 notified vide Notification No. G.S.R
111 (E) on February 16th, 2015, and therefore, is not required to
comply with IND-AS for preparation of financial statements
beginning with period on or after April I st,2017.

15. Employee Stock Option Plan

There is no employee stock option plan subsisting or continuing
as on date.

16. Auditors

A. Statutory Auditors

Pursuant to the provisions of Section 139 of the Act, the
members at the 26* Annual General Meeting appointed M/s A.
Bafna & Co, Chartered Accountants (ICAI Firm Registration No.
003660C) as Statutory Auditors of the Company to hold office
for a term of 5 (five) consecutive years from the conclusion of
26^th Annual General Meeting till the conclusion of the 3 I^st Annual
General Meeting of the Company to be held in the year 2028.
Accordingly, the Statutory Auditors will hold office until the
conclusion of 31 “Annual General Meeting of the Company.

Auditor's Report

The Auditor's Report on the financial statements of the
Company for the financial year ended March 31,2025 forms part
of theAnnual ReportThe said report was issued by the Statutory
Auditors with an unmodified opinion and does not contain any
qualifications, reservations or adverse remarks. During the year
under review, the Auditors have not reported any fraud under
Section 143(12) of the Act and therefore disclosure of details
under Section I34(3)(ca) of the Act is not applicable.The Audit
Committee periodically reviews the independence of Auditors
through quarterly affirmations, review of non-audit services,
internal checks and balances to mitigate conflict of interest,etc.

Internal Financial Controls and itsAdequacy

The Company has in place proper and adequate internal control
systems commensurate with the nature of its business, size and
complexity of its business operations. Internal control systems
comprising of policies and procedures are designed to ensure
reliability of financial reporting, compliance with policies,
procedures,applicable laws and regulations and that all assets and

resources are acquired economically, used efficiently and
adequately protected.

The Audit Committee evaluates the efficiency and adequacy of
financial control system in the Company, its compliance with
operating systems, accounting procedures, and strives to
maintain the standards in Internal Financial Control.

B. SecretarialAuditors

Pursuant to the provisions of Section 204 of the Companies Act,
2013 and Rule 9 of the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014,The Board
of Directors of the Company, had appointed M/s Jaspreet
Dhawan & Associates, Practicing Company Secretary
(CoP No. 8545), as the “Secretarial Auditors” of the Company,
to conduct the Secretarial Audit for the Financial Year 2024-25.
The Company has received requisite consent and certificate of
eligibility from Mr. Jaspreet Singh Dhawan, Practicing Company
Secretary, confirming that he is not disqualified from being
appointed as the Secretarial Auditor of the Company and he
satisfies the prescribed eligibility criteria.

Secretarial Audit Report

The Secretarial Audit Report submitted by Mr. Jaspreet Dhawan
&Associates,the SecretarialAuditors,for the FinancialYear 2024-
25 is annexed as “Annexure-A” to this Board's Report. The
reply/clarifications to the observations made by Secretarial
Auditors is annexed as addendum therewith. Further, during the
year under review, the Secretarial Auditor has not reported any
fraud under Section 143(12) of the Act and therefore disclosure
of details under Section 134(3) (ca) of theAct is not applicable.

C. Appointment Of Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act,
2013, read with Companies (Accounts) Rules, 2014, M/S. D J N
K & CO. (LLP), was appointed as an Internal Auditor of the
Company for the FinancialYear 2024-25.The Board has approved
the re-appointment of M/S D J N K & CO. (LLP) as the Internal
Auditors of the Company for the FinancialYear 2025-26.They will
conduct the Internal Audit of the Company as required under
Section 138 of the Companies Act and their reports shall be
reviewed by the Audit committee and the Board of Directors.

D. Details in respect of frauds reported by auditors
under sub-Section (12) of Section 143 of the Companies
Act,20l3

During the year under review, there are no frauds reported by
the Statutory Auditors of the Company under Section 143 (12)
of the Companies Act 2013.

17. Material changes and commitments, if any,
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate
and to the date of the report

Pursuant to the provisions of Section 134(3)(l) of the Companies
Act, 2013, the Board of Directors states that, following are the
material changes and commitments affecting the financial
position of the Company up to the date of this report:

1. lointVentu re Agreement:

On February I I, 2025, the Company entered into a
Shareholders'Agreement with FrigorificoAllana Private Limited
(FAPL) for the formation of a Joint Venture Company. As per the
agreement, Chatha Foods Limited will hold 70% equity in the
Joint Venture Company, with the remaining 30% to be held by
FAPL. This strategic partnership is expected to expand the
Company's product offerings and market reach.

2. Preferential Allotment of Equity Shares and Issue
of Share Warrants:

The members of the Company in the Extra-Ordinary General
Meeting held on January 06,2025 approved issue of equity shares
and fully convertible warrants on preferential basis to non¬
promoters as well as the persons who are not the shareholders
of the company and promoter & promoter group of the company.
Pursuant to this preferential issue,the Company allotted issued &
allotted 15,85,000 (Fifteen Lakh Eighty-Five Thousand) equity
shares of face value ?I0/- each, fully paid-up, for cash
consideration, to Non-Promoter Investors on a preferential
basis.These shares were allotted at an issue price of ? 127/- per
share (including a premium of? 117/- per share), aggregating to a
total consideration of ?20,12,95,000/- (Rupees Twenty Crore
Twelve Lakh Ninety-Five Thousand Only), which were
subsequently listed on the BSE on March 25,2025,through letter
reference LOD/PREF/MV/441 /2024-2025. The proceeds from
this issue are intended to be utilized for business expansion and
working capital requirements.

The Company has further issued 1,19,000 (One Lakh Nineteen
Thousand) fully convertible warrants (Warrant(s)') and each
warrant is convertible into one equity share of face value of? 10/-
(Rupees Ten Only) each fully paid-up ('Equity Share') of the
Company, at any time within 18 (eighteen) months from the date
of allotment of theWarrants as per the SEBIICDR Regulations,at
a price (including the warrant Subscription price and theWarrant
Exercise Price) of ? 127/- (Rupees One Hundred Twenty-Seven
only) per warrant (including premium of ?l 17/- per warrant)
('Warrant Issue Price') for cash consideration aggregating to
? 1,51,13,000/- (Rupees One crore Fifty One Lakh and Thirteen
Thousand Only) on preferential basis to Promoter and Promoter
Group.

3. Alteration to Memorandum of Association of the
Company:

During the year under review, the Company has made alterations
to its Memorandum of Association (MOA) in accordance
with the provisions of the Companies Act, 2013. The
shareholders approved the said alterations by passing a Special
Resolution at the Annual General Meeting held on Tuesday,
September 24,2024.

The key changes are as follows:

? Object Clause:The Object Clause of the Memorandum
of Association i.e Clause III was amended to align with the
Company's current and future business activities.

? Liability Clause: The Liability Clause of the
Memorandum of Association i.e. Clause IV was amended

to ensure compliance with the requirements of the
Companies Act,2013 and to reflect the nature of liability of
members more precisely.

4. Shareholder Approvals under Section I80(l)(a)&

(c) of the Companies Act, 2013

During the financial year under review, the Company obtained
requisite shareholder approvals under Section 180( I )(a) and
Section 180( I )(c) of the Companies Act, 2013, through Special
Resolutions passed at the Annual General Meeting held on
Tuesday, September 24,2024.

Pursuant to Section 180( I )(c), the shareholders authorized the
Board of Directors to borrow funds, from time to time, in excess
of the aggregate of the paid-up share capital, free reserves, and
securities premium of the Company, subject to a maximum
borrowing limit of ?60 crore (Rupees Sixty Crore) or the
aggregate of the paid-up share capital, free reserves, and
securities premium of the Company, whichever is higher.

Further, under Section I80(l)(a), the shareholders authorized
the Board to create mortgages, charges, hypothecation, or other
forms of security on the whole or substantially the whole of the
Company's movable and immovable properties—both present
and future—in favor of banks, financial institutions, or other
lenders for securing borrowings or financial assistance availed/to
be availed by the Company, up to ?60 crore (Rupees Sixty Crore),
inclusive of existing borrowings.

These approvals empower the Board to raise and secure funds
effectively, ensuring financial flexibility for the Company's
operational and strategic initiatives.

18. Details of significant and material orders passed by
the regulators or courts or tribunals impacting the
going concern status and Company's operations in
future

During the year under review, there is no Significant Order
passed by the Regulators or courts or Tribunals impacting the
going concern status and Company's operations in future.

19. Deposits

During the year under review, Pursuant to Section 73 and 76 of
the Companies Act 2013, read with Companies (Acceptance of
Deposits) Rules, 2014 the Company has not accepted any
deposits and hence there were no outstanding deposits and no
amount remains unclaimed with the Company as on 31 st March
2025.

20. Particulars of Loans, Guarantees or Investments
Under Section 186 of the Companies Act, 2013

Details of the loans, guarantees and investments, as required
under Section 186 of theAct,are provided as part of the notes to
the financial statements of the Company.

As of the date of this Board Report, Chatha Foods Limited has
invested ?7,00,00,000/- (Rupees Seven Crore only) by
subscribing to 70,00,000 (Seventy Lakh) equity shares of ? 101-
each in Allana CF Foods Private Limited (CIN :
U56290PB2025PTC064144),JointVenture Company.

21. Conservation of energy, technology absorption
and foreign exchange earnings and outgo

The information pertaining to conservation of energy,
technology absorption, foreign exchange Earnings and outgo as
required under Section 134 (3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure“B”.

22. Particulars of contracts or arrangements with
related parties

All the related party transactions were conducted in the
ordinary course of business and on arm's length basis. There
were no materially significant related party transactions that
could have a potential conflict with the interests of the Company
at large.

The details of related party transactions, as per the applicable
Indian Accounting Standards, have been appropriately disclosed
in the notes to the standalone financial statements forming part
of thisAnnual Report.

Accordingly, the disclosure of particulars of contracts or
arrangements with related parties in Form AOC-2, as required
under Section 134(3) of the Companies Act, 2013, is not
applicable.

However, in line with the requirements of Regulation 23 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 as amended from time to time,applicable to your Company
with effect from April 01,2025 the Board of Directors of your
Company in their meeting held on May 16,2025 adopted a Policy
on Materiality of Related Party Transactions and dealing with
Related Party Transactions.The same is available on the website
of the Company at https://www.cfpl.net.in/.

The Company at the ensuing Annual General Meeting seeks to
obtain, approval of the members of the Company, pursuant to the
provisions of Regulation 23(4) of SEBI Listing Regulations, 2015
for approval of transactions material in terms of proviso to
regulation 23( I) with Allana CF Foods Private Limited,Subsidiary
of the Company.

23. Details of application made or proceeding pending
under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application or proceeding has
been pending under the Insolvency and Bankruptcy Code,2016.

24. Details of difference between valuation amount
on one time settlement and valuation while availing loan
from bank and financial institutions

During the period under review, there was no instance of one¬
time settlement of loans/ financial assistance taken from Banks or
Financial Institutions, hence the Company was not required to
carry out valuation of its assets for the said purpose.

25. Corporate Social Responsibility

The Company remains fully committed to its Corporate Social
Responsibility (CSR) and recognizes the importance of
contributing towards the betterment of society. In alignment
with the guidelines laid down under the Companies Act, 2013, the

Company has adopted a proactive approach in integrating social,
environmental, and ethical responsibilities into its business
operations.

The Company's vision on CSR is to act as a responsible
corporate citizen and make meaningful contributions toward
building a healthier and more equitable society. The CSR
initiatives of the Company are focused primarily on key areas

such as education, healthcare, environmental sustainability, and
other activities as prescribed under Schedule VII of the
CompaniesAct,2013.

During the financial year under review, the Company incurred
CSR expenditure on the initiatives falling within the scope of
activities specified in ScheduleVII of the CompaniesAct,2013.

Following are the CSR expenditure made during the year: -

CSR Amount = Rs. 8,93,670 (2% of 446.80 Lacs, the average net
profits for the preceding three years).The detailed report on the
CSR is herewith furnished in Annexure“C”.

26. Obligation of Company under the sexual
harassment of women at workplace (Prevention,
Prohibition and Redressal)Act,2013

In accordance with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (“POSH Act”), the Company has adopted a
comprehensive internal policy to prevent and redress incidents
of sexual harassment at the workplace.

This policy is applicable to all employees, irrespective of gender,
designation, or employment status,and includes provisions for:

Constitution of an Internal Complaints Committee (ICC)
at each office/unit with ten or more employees, as mandated
under Section 4 of the Act.

A clearly defined grievance redressal mechanism, enabling
aggrieved women to file complaints directly with the ICC.

Provision for escalation to the Board of Directors or
designated senior management, where appropriate.

Regular awareness and sensitization programs to foster a safe
and inclusive work environment.

The Management and Board of Directors together confirm a
total number of complaints received and resolved during theyear
is as follows:

a) No. of Complaints received Nil

b) No. of Complaints disposed Nil

c) No. of cases pending for a period exceeding 90 days Nil

The policy on Prevention of Sexual Harassment as approved by
the Board is available on the Company's website viz:
https://www.cfpl.net.in/.

27. Particulars of Employees

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, disclosure
pertaining to remuneration and other details are provided in
Annexure-D which forms part to this Report.

28. Cost Records

During the year under review, the Company is not required to
maintain cost records as specified by the Central Government
under sub-Section (I) of Section 148 of the CompaniesAct,2013.

29. CostAudit

During the year under review, the Company is not required to
carry out the CostAudit as specified by the Central Government
under sub-Section (2) of Section 148 of the Companies Act, 2013.

30. Management Discussion andAnalysis

In terms of Regulation 34 of SEBI (Listing Obligation and
Disclosure Requirements) Regulation,2015 read with ScheduleV
of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, Management Disclosure andAnalysis Report is
attached separately which forms part of Annual report.

31. Statement of Compliance of Applicable
Secretarial Standards

The Company has ensured compliance with the Secretarial
Standard I & II with respect to Board Meetings and General
Meetings, specified by the Institute of Company Secretaries of
India constituted under Section 3 of the Company Secretaries
Act, 1980, and as approved by the Central Government under
Section 118(10) of the Companies Act, 2013.

32. Transfer of Amounts to Investor Education and
Protection Fund

During the financial year, the Company had no funds lying unpaid
or unclaimed which were required to be transferred to the
Investor Education and Protection Fund (IEPF) pursuant to the
provisions of the Companies Act, 2013 and the rules made
thereunder.

33. Directors' Responsibility Statement

Pursuant to sub-Section (5) of Section 134 of the CompaniesAct,
2013 and to the best of their knowledge and belief and according
to the information and explanations obtained/ received from the
operating management, your Directors make the following
statement and confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

b) the directors have 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 loss of the Company for that period;

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

d) the directors have prepared the annual accounts on a going
concern basis;and

e) the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively;

f) proper internal financial controls were followed by the
Company and such Internal financial controls are adequate and
were operating effectively.

34. Annual Return

Pursuant to the provisions of Section 92 of the Companies Act,
2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of Annual Return is available
for inspection by the Members at the Registered office of the
Company in the working hours and also on the website of the
Company viz; https://www.cfpl.net.in/investor.php

35. SEBI Complaints Redress System (Scores)

The investor complaints are processed in a centralized web-
based complaints redress system. The salient features of this
system are centralized database of all complaints; online upload
of Action Take Reports\(ATRs) by the concerned companies and
online viewing by investors of actions taken on the complaint and
its current status. Your Company has been registered on
SCORES and makes every effort to resolve all investor
complaints received through SCORES or otherwise within the
statutory time limit from the receipt of the complaint. The
Company has not received any complaint on the SCORES during
financial year 2024-25.

36. Details of the Complaint Received/Solved/Pending During the year

37. Vigil Mechanism

The Company is committed to adhere to the highest standards of
ethical, moral and legal conduct of business operations and in
order to maintain these standards the Company encourages the
employees to raise their genuine concerns without fear of
criticism. Therefore, Company has Vigil Mechanism and has
established necessary framework to protect genuine whistle
blowers, employees, third parties from any unfair treatment.The
Policy provides for adequate safeguards against victimisation of
employees who avail of the mechanism and also provide for
direct access to the Chairman of the Audit Committee.The same
is hosted on the website of the Company viz.
https://www.cfpl.net.in/.

During the year under review, the status of the concerns or
complaints reported stands as follows:-

No. of concerns or complaints outstanding as atApril 1,2024 Nil
No.of concerns or complaints received duringthe year Nil

No.of concerns or complaints resolved duringthe year Nil

No. of concerns or complaints outstanding as at

March 31,2025 Nil

38. Prohibition of Insider Trading:

The Company has adopted Code of Conduct to regulate,
Monitor and Report Trading by Designated Persons & Code of
Practices and Procedures for fair disclosure of UPSI, in line with
the provisions of the SEBI (Prohibition of Insider Trading)
Regulations, 2015 as amended from time to time.The Company
Secretary is the Compliance Officer for monitoring adherence
to the said regulations.The same is hosted on the website of the
Company viz, https://www.cfpl.net.in/.

39. Statement of Compliance under Maternity
Benefit Act, 1961

The Company is in full compliance with the provisions of the
Maternity Benefit Act, 1961 and rules made thereunder. The
company ensures that all eligible women employees are granted

maternity benefits including paid leave, protection against
dismissal during maternity, and a safe working environment as
prescribed under the Act.

We further confirm that no woman employee is engaged in tasks
that may be harmful during pregnancy, and the company is
committed to upholding the rights and welfare of its women
employees in accordance with the applicable laws.

40. Acknowledgement

The Board of Directors wishes to place on record its sincere
appreciation for the continued support, guidance, and
cooperation received from the Central and State Government

authorities, regulatory bodies, and other statutory agencies.The
Board also acknowledges with gratitude the support and trust
extended by the Company's stakeholders—shareholders,
customers, dealers, suppliers, vendors, bankers, business
associates, and partners, whose confidence has been integral to
the Company's performance and growth during the financial year
under review. The Directors further express their deep
appreciation for the dedication, commitment, and hard work of
all employees across the organization. Their efforts have been
crucial in navigating challenges and driving the Company's
progress.The Board remains confident of the continued goodwill,
support, and partnership of all stakeholders in the years to come.

For and on behalf of CHATHA FOODS LIMITED
(Formerly Known as Chatha Foods Private Limited)

Sd/- Sd/-

Gurcharan Singh Gosal Paramjit Singh Chatha

Place: Mohali Wholetime Director Managing Director

Date: 06.08.2025 DIN: 01389179 DIN: 01154225