The Directors take pleasure in presenting the 12^th Annual Report together with the Audited Financial
Statements for the Year ended 31^st March, 2025.

FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

FINANCIAL HIGHLIGHTS

During the year, the net profit from operations of your Company is Rs. 13.61/- Lakhs as compared to
Rs. 13.51/- Lakhs in last financial year.

CAPITAL STRUCTURE

The Authorized Share Capital of your Company as on 31^st March, 2025, stood at Rs. 10,50,00,000/- (Indian
Rupees Ten Crores Fifty Lakhs Only), comprising of 1,05,00,000 Equity Shares (One Crore Five Lakhs) of Rs.
10/- each.

As on 31^st March, 2025, the issued, subscribed and paid up share capital of your Company stood at
Rs. 10,36,00,000 (Rupees Ten Crores Thirty Six Lakhs Only), comprising of 1,03,60,000 Equity Shares (One
Crores Three Lakhs Sixty Thousand) of Rs. 10/- each.

DIVIDEND

No dividend is being recommended by the Directors for the year ending on 31^st March, 2025 as the Board of
Directors want to plough back the profit in the business.

DEPOSITS

During the year under review, your company has not accepted any deposits from the public and therefore
no information is required to be furnished in respect of outstanding deposits.

CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the Company's business during the financial year.

NAME OF THE COMPANIES, WHICH HAVE BECOME OR CEASED TO BE HOLDING,
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

This clause is not applicable as the Company has no holding, subsidiaries, joint ventures or associate
company.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management, wherein the identification,
analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of
risk mitigation strategy and implementation of the same takes place in a structured manner. Though the
various risks associated with the business cannot be eliminated completely, all efforts are made to minimize
the impact of such risks on the operations of the Company. The Company on various activities also puts
necessary internal control systems in place across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the resources.

RISK MANAGEMENT POLICY

To identify, assess and manage risks effectively, the company has developed a Risk Management Policy.
The same is uploaded on the website of the Company at www.chothanifoods.limited

DEMATERIALIZATION OF SHARES

100% Shareholding of the Company is in dematerialized form and the Company has entered into Tripartite
Agreement with NSDL and CDSL for providing demat facilities to its shareholders and KFin Technologies
Limited continue to be our Registrar and Share Transfer Agent.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis
and were in the ordinary course of business. There were no materially significant related party transactions
made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have
potential conflict with the interests of the Company at large or which warrants the approval of the
shareholders. Accordingly, no transactions were required to be reported in Form AOC-2 in terms of Section
134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

Further, we draw your attention to Note No. 27 of the Financial Statements of the Company for details of
related party transactions.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts, which would impact the
going concern status of the Company and its future operations.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL ALONG WITH DETAILS OF
APPOINTMENT & RESIGNATION DURING THE YEAR

As on 31^st March, 2025, the Board of the Company comprises of the following directors;

The composition of the Board is in accordance with the provisions of Section 149 of the Act. No Director
holds directorship in more than twenty companies or ten public companies.

Post financial year under review, the Board of Directors recommended to the members of the Company at
the ensuing AGM for the appointment of Ms. Monika Thanvi as Independent director w.e.f 14^th
November, 2025.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Appointment and Qualification of Directors) Rules, 2014 and Articles of Association, Mr. Neeraj Ashok
Chothani (DIN:06732169), Managing Director & CFO of the Company is liable to retire by rotation at the
ensuing 12^th AGM and being eligible has offered himself for re-appointment. The Board of Directors have
recommended the re-appointment of Mr. Neeraj Ashok Chothani. The ordinary resolution in respect of re¬
appointment of Mr. Neeraj Ashok Chothani has been included in the Notice convening the 12^th AGM of
the Company. Necessary details for re-appointment as required under the Act is given in the notice of
ensuing Annual General Meeting.

Key Managerial Personnel (KMP)

In terms of the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, following were Key Managerial Personnel of the
Company as on March 31, 2025:¬

1. Neeraj Ashok Chothani, Managing Director & CFO

2. Sunil Chothani, Whole Time Director

3. Krutika Bhanushali, Company Secretary and Compliance Officer

During the year under review, Ms. Khushboo Nikhil Desai resigned from the post of Company Secretary
and Compliance Officer w.e.f 30^th July, 2024 and Ms. Krutika Bhanushali was appointed as Company
Secretary and Compliance Officer w.e.f 02^nd September, 2024

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR(S)

In accordance with the provisions of Section 149(7) of the Act, all the Independent Directors of the
Company as on 31st March, 2025 have given their declarations to the Board that they meet the criteria of
independence as laid down under Section 149(6) of the Act, Regulation 16(1)(b) of the SEBI Listing
Regulations and are qualified to be Independent Directors pursuant to Rule 5 of the Companies
(Appointment and Qualification of Directors) Rules, 2014. The Independent Directors are in compliance
with the Code of Conduct prescribed under Schedule IV of the Act.

Further, the Independent Directors have confirmed that they have included their names in the
Independent Director's databank maintained by the Indian Institute of Corporate Affairs in terms of
Section 150 of the Act read with Rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience
including the proficiency required to be Independent Directors of the Company, fulfill the conditions of
independence as specified in the Act and the Listing Regulations and are independent of the management
and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the
Companies Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees, and investments as required by the provisions of Section 186 of the
Companies Act, 2013 and the rules made thereunder form part of the Notes to the Financial Statements
provided in this Annual Report. Further, during the year under review, no loans were made or guarantees
were given or investments were made.

TRANSFER TO RESERVES

Your Company has transferred current year's net profit of Rs. 13.61 Lakhs to Surplus account during the
financial year under review. There was no amount transferred to General Reserve.

BOARD EVALUATION

In compliance with the provisions of the Companies Act, 2013 and other provisions, if any, the Board has
carried out an annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and
Stakeholders Relationship Committee.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the
contribution in decision making, contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive suggestions and
advice in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a
separate meeting of independent directors, performance of non-independent directors, Chairman and the
Board as whole was evaluated, taking into account the views of executive and non-executive directors.

The evaluation was done in accordance with the framework and criteria laid down by the NRC.
Performance evaluation of independent directors was done by the entire board, excluding the
independent directors being evaluated.

MEETING OF BOARD OF DIRECTORS
A) Number of Board Meetings in the year

During the year, 05 meetings of the Board of Director's were held. The intervening gap between the
meetings was within the period prescribed under the Companies Act, 2013.

B) Attendance of Directors at Board meetings held in the previous year are as follows:

COMMITTEES

There are three Committees constituted as per Companies Act, 2013, which are as follows:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholders & Relationship Committee

A. Audit Committee

The Audit Committee acts as a link between the statutory and internal auditors and the Board of
Directors. Its purpose is to assist the Board in fulfilling its oversight responsibilities of monitoring
financial reporting, reviewing the financial statement and statement of cash flow and reviewing
the Company's statutory and internal audit activities. The terms of reference of the Committee are
in line with the regulatory requirements mandated by the Companies Act, 2013.

During the year, four (4) Audit Committee meetings were held on 30-05-2024, 02-09-2024,
14-11-2024 and 13-03-2025.

Further, since Mr. Raviprakash Narayan Vyas decided to discontinue from the position of
Chairman of Audit Committee, the Board at its meeting held on 02.09.2024 reconstituted Audit
Committee by designating Mrs. Mansi Harsh Dave as Chairperson of the Committee.
Accordingly, constitution of the Audit Committee shall be as per the below table:

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee assists the Board in overseeing the method, criteria
and quantum of compensation for directors and key managerial personnel based on their
performance and assessment criteria. The Committee formulates the criteria for evaluation of the
performance of Independent Directors & the Board of Directors; identifying the persons who are
qualified to become directors, and who may be appointed in senior management and recommend
to the Board their appointment and removal. The terms of reference of the Committee are in line
with the regulatory requirements mandated by the Companies Act, 2013.

During the year, Three (3) Nomination & Remuneration Committee meetings were held on 30-05¬
2024, 02-09-2024 and 13-03-2025.

Further, since Mr. Raviprakash Narayan Vyas decided to discontinue from the position of
Chairman of Nomination & Remuneration Committee, the Board at its meeting held on 02.09.2024
reconstituted Nomination & Remuneration Committee by designating Mrs. Mansi Harsh Dave as
Chairperson of the Committee. Accordingly, constitution of the Nomination & Remuneration
Committee shall be as per the below table:

NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance
culture. It enables the Company to attract motivated and retained manpower in competitive
market, and to harmonize the aspirations of human resources consistent with the goals of the
Company. The Company pays remuneration by way of salary, benefits, perquisites and
allowances to its Executive Directors and Key Managerial Personnel.

The details of Nomination and Remuneration Policy, as adopted by the Board of Directors, is
placed on the website of the Company at http: / /www.chothanifoodslimited.com/wp-
content/uploads/pdf/Nomination-and-Remuneration-Policy.pdf

C. Stakeholders Relationship Committee

The Committee evaluates the efficacy with which services as mandated statutorily are extended to
the Shareholders/Investors of the Company. The Committee periodically reviews the services as
rendered to the Shareholders particularly with the redressal of complaints/ grievances of
Shareholders like delay in transfer of shares, non-receipt of Annual Report etc. The terms of
reference of the Committee are in line with the regulatory requirements mandated by the
Companies Act, 2013.

During the year, One(1) Stakeholders Relationship Committee meetings were held on 13-03-2025.

Further, since Mr. Raviprakash Narayan Vyas decided to discontinue from the position of
Chairman of Stakeholders Relationship Committee, the Board at its meeting held on 02.09.2024
reconstituted Stakeholders Relationship Committee by designating Mrs. Mansi Harsh Dave as
Chairperson of the Committee. Accordingly, constitution of the Stakeholders Relationship
Committee shall be as per the below table:

D. Independent Director Meeting:

Independent Directors of the company met one time during the financial year 2024-25 on
02.09.2024, as per Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(ii) That in the preparation of the annual financial statements for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;

(iii) That such accounting policies, as mentioned in the Financial Statements as 'Significant Accounting
Policies' have been selected and applied consistently and judgments and estimates have been
made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financial controls were adequate
and were operating effectively;

(vii) That proper system to ensure compliance with the provisions of all applicable laws was in place
and was adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS 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 THE DATE OF THE
REPORT

There have been no material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year and the date of this Report.

LISTING WITH STOCK EXCHANGES

The Company continues to be listed on BSE Limited (BSE). The Company has paid the Annual Listing Fees
for the year 2025-26 to BSE respectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING
AND OUTGO

(A) Conservation of Energy:

(B) Technology Absorption:

(C) Foreign Exchange Earnings and Outgo:

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulations 2015, as amended, the Company has a
Board approved Code of Conduct to regulate, monitor and report trading by insiders and a Code of
Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

ACCOUNTING STANDARDS

The Company has prepared the Financial Statements for the year ended 31^st March, 2025 as per Section
133 of the Companies Act, 2013, read with rule 7 of Companies (Accounts) Rules, 2014.

EXPLANATION/COMMENTS BY THE BOARD ON QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE IN AUDITORS' REPORT, SECRETARIAL AUDIT
REPORT

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the
Statutory Auditors in their report on Financial Statements for the Financial Year 2024-25.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in
the Secretarial Audit Report for the Financial Year 2024-25.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF
SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL
GOVERNMENT

The Auditors have not reported any fraud(s) during the period under review.

INTERNAL AUDIT REPORT

The Internal audit plan is approved by the Audit Committee and Internal audits are undertaken on a
periodic basis to independently validate the existing controls. Internal Audit Reports are regularly
reviewed by the management and corrective action is initiated to strengthen controls and enhance the
effectiveness of existing systems.

Significant audit observations, if any, are presented to the Audit Committee along with the status of
management actions and the progress of implementation of recommendations.

Internal Audit of the Company is carried out on a regular basis to check the internal controls and
functioning of the activities and recommend ways of improvement and the reports are placed before the
Audit Committee and Board for review and consideration. The Audit Committee also reviews the
adequacy and effectiveness of internal controls.

DISCLOSURE ABOUT CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to
the Corporate Social Responsibility (CSR), your company is not governed by the provisions of Section 135
of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the
Company is not required to formulate a policy on CSR and also has not constituted a CSR Committee.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act read with Section 134(3)(a) of the Act, the Annual Return as on March
31, 2025 is available on the website of the Company at www.chothanifoodslimited.com

AUDITORS

(I) Statutory Auditors

Gupta Rustagi & Co., Chartered Accountants (Firm Registration No: 128701W) was appointed as the
statutory auditors of the Company, to hold office for a term of five consecutive years from the conclusion
of the 11^th AGM of the Company held on September 30, 2024, till the conclusion of AGM to be held in the
year 2029, as required under Section 139 of the Act read with the Companies (Audit and Auditors) Rules,
2014.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Sharatkumar Shetty
& Associates, Practicing Company Secretary, were appointed as Secretarial Auditors of the Company for
the FY 2024-25. The Secretarial Audit report of the Secretarial Auditor is enclosed as "Annexure-I to this
Report".

(III) Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, on recommendation of the Audit Committee, the Board had appointed M/s. B Chothani &
Associates, Chartered Accountants, as Internal Auditor of the Company to conduct Internal Audit of the
various areas of operations and records of the Company for the Financial Year 2024-25.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the
Company.

DISCLOSURE OF EMPLOYEES AND MANAGERIAL REMUNERATION

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 enclosed as Annexure -II forming part of this Annual Report.

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 requiring particulars of the employees in receipt of remuneration in excess of
Rs. 60 Lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company
as none of the employees was in receipt of remuneration in excess of Rs. 60 Lacs during the financial year
2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review is annexed as a part
of this Annual Report as "Annexure-III."

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Your Company has an effective internal financial control and risk-mitigation system, which are constantly
assessed and strengthened with new/revised standard operating procedures which also covers adherence
to the Company's policies for safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of accounting records and timely preparation of reliable financial
disclosures. The Company's internal financial control system is commensurate with its size, scale and
complexities of its operations.

CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise Platform is exempted from provisions of
corporate governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015. Hence no corporate governance report is disclosed in
this Annual Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for
directors and employees to report genuine concerns has been established. The Policy on vigil mechanism
i.e. whistle blower policy may be accessed on the Company's website.

The policy provides for a framework and process, for the employees and directors to report genuine
concerns or grievances about leakage of unpublished price sensitive information (UPSI), illegal and
unethical behavior to the Chairman of the Audit Committee.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Directors confirm that Secretarial Standards issued by Institute of Company Secretaries of India,
have been complied with.

DISCLOSURES AS PER SCHEDULE V OF THE COMPANIES ACT, 2013

SEXUAL HARASSMENT

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, the Company has implemented a policy on
prevention, prohibition and redressal of sexual harassment at workplace. This has been widely
communicated internally. Your Company has constituted 'Internal Complaints Committee' to redress
complaints relating to sexual harassment at its workplaces. The Company has not received any
complaints relating to sexual harassment during financial year 2024-25.

The details of number of Sexual Harassment Complaints are as mentioned below:

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

During the year under review, your Company has neither filed any application nor has any proceedings
pending under The Insolvency and Bankruptcy Code, 2016 (31 of 2016). Thus, Section 134 (3) of the Act
read with sub clause xi of sub rule 5 of Rule 8 of the Companies (Accounts) Rules 2014, is not applicable to
the Company.

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

During the year under review, the Company has not done any one time settlement for loans taken from
banks or financial institutions. Thus, Section 134 of the Act read with clause xii of sub rule 5 of Rule 8 of
the Companies (Accounts) Rules 2014, is not applicable to the Company.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying in unpaid or unclaimed dividend account for a period of
seven years. Therefore, there were no funds which were required to be transferred to Investor Education
and Protection Fund (IEPF).

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE
ACCOUNT

There are no shares in the demat suspense account/ unclaimed suspense account at the beginning and at
the end of the financial year 2024-25.

DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR
QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF THE
LISTING REGULATIONS

*During the financial year 2023-24, the Company had allotted 50,00,000 (Fifty Lakhs) Equity shares
against the fully convertible warrants pursuant to the receipt of the request from the Warrant holder of
the company w.r.t Conversion of their warrant into equivalent no of equity shares and 2,00,000 (Two
Lakhs) Equity shares under preferential issue.

The funds have been utilized by the Company towards augmenting net worth, strengthening the capital
structure, meeting working capital and long-term fund requirements, repaying debt, and for general
corporate purposes, with no deviation from the original allocation.

STATEMENT THAT THE COMPANY HAS COMPLIED WITH THE MATERNITY BENEFIT ACT

The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company as the number of
employees is below the prescribed threshold limit specified under the said Act.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme and
ESOS.

ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge with gratitude the effort
put in and co-operation extended by bankers, shareholders, employees at all levels and all other
associated persons, bodies or agencies for their continued support.

Date: 02^nd September, 2025 For Chothani Foods Limited

Place: Mumbai

Sd/- Sd/-

Neeraj Chothani Sunil Chothani

Managing Director & CFO Whole Time Director
DIN: 06732169 DIN: 06732173