Terms/Rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share and has equal dividend right. The Company declares and pays dividend in Indian Rupees. The Dividend if proposed by the Board of Directors is subject to shareholders approval in the ensuing Annual General Meeting.

In the event of liquidation of the Company, the equity shareholders will be entitled to receive the remaining assets of the Company in proportion to the number of equity shares held by the shareholders.

Nature and Purpose of Reserves

i. Capital Reserve

Capital Reserve had been created consequent to forfeiture of Application Money on Share Warrants.

ii. Securities Premium Account

Securities Premium Account had been created consequent to issue of shares at premium. These reserves can be utilised in accordance with Section 52 of Companies Act, 2013.

iii Revaluation Surplus

Revaluation surplus was created on revaluation of Land & Building as on 01-04-2016. During the current year, a portion of the revaluation surplus was adjusted due to the sale of land in Amritsar.

iv. The company plans to opt for the new tax regime u/s 115 BAA. Considering this, the company has foregone the MAT credit amounting to Rs 4.64 crores and accordingly accounted for the same in the books of accounts.

a) Loan repayable on Demand from Banks are working capital loans secured by hypothecation of Inventory, book debts and other current assets of the company, both present and future and the first charge on fixed assets of the company (excluding of specific assets charged to Term lending Banks).

b) The balances are subject to confirmation and reconciliation.

c) Default in Repayment of Loan

There are default in repayment of bank loans from March-2018 onwards.

The Banks have classified the company's accounts as Non Performing asset and served Notice under section 13(2) & 13(4) of The Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002.

The lead banker, Punjab National Bank has filed petition under Section 7 of Insolvency and Bankruptcy Code, 2016, before the Honbl'e court of NCLT, Chandigarh Bench, which is not yet admitted.

The Secured Creditors (IDBI Bank) of the Company have filed petition under Section 7 of Insolvency and Bankruptcy Code, 2016, before the Hon'ble court of NCLT, Chandigarh Bench, which is yet to be admitted.

The company has not provided interest to the extent of Rs. 14,596.39 Lacs for current year ( Rs. 12,984.29 Lacs for previous year) and Rs. 73,227.25 Lacs up to 31-03-2025 (previous year Rs. 58,630.87 Lacs) on bank loans which were classified as non-performing assets during the year from the date they were declared NPA. Moreover, the company has not provided interest during the current year to the extent of Rs. 284.20 Lacs for the year ended 31-03-2025 and Rs. 264.57 Lacs for the period upto 31-03-2024 on account of revoked corporate gurantee KFL USA subsidiary.

d) The company has received Ex-parte Interim Order dated 25-06-2020 from Debt Recovery Tribunal-III, Delhi in the matter of ICICI Bank Vs. Kohinoor Foods Limited 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 Company until further orders. The company is contesting the matter and taking necessary action.

e) The company had issued a corporate guarantee in favor of PNB Hongkong(now PNB-Dubai) for loan granted by PNB Hongkong (now PNB-Dubai) to its wholly own subsidiary Kohinoor Foods USA Inc. PNB Hongkong (now PNB-Dubai) has invoked the corporate guarantee on default made by Kohinoor Foods USA Inc. The company has recognised the loss of Rs. 4088.18 Lacs (previous year Rs. 3987.15 Lacs on account of this liability.

f) The Lead Bank has filed petition before DRT Delhi under section 19(4) of the Act. The Company is contesting the matter.

g) One Time Settlement (OTS)

As per the term of OTS , the company proposed to demonetised its Rice manufacturing Unit, the buyer of the Rice manufacturing Unit has deposited Full consideration Amount of Rs 190.00 Crores to the lenders, the lenders have issued NOC against rice MANUFACTURING UNIT, the company has accorded Approval from lender/Shareholders in this regards. However the Company is planning to operate Rice manufacturing unit (on lease basis) at Kandla, Gujrat to sustain its Business.

The company has not provided interest to the extent of Rs. 145,96.38 Lacs for current year ( Rs. 129,84.29 Lacs for previous year) and Rs. 732,27.25 Lacs up to 31-03-2025 (previous year Rs. 586,30.87 Lacs) on bank loans which were classified as nonperforming assets during the year from the date they were declared NPA. Moreover, the company has not provided interest during the current year to the extent of Rs. 2,84.20 Lacs for the year ended 31-03-2025 and Rs. 2,64.57 Lacs for the period upto 31-03-2024 on account of revoked corporate gurantee KFL USA subsidiary.

28 Disclosures under IND AS-19 "Employees Benefits" :

a) Defined Contribution Plans:

Amount of Rs.22.45 Lacs (previous year Rs. 22.32 Lacs) pertaining to employers' contribution to Provident Fund and Employees State Insurance is recognized as an expense and included in "Employees cost " in Note No. 26.

b) Defined Benefit Plan:

General description of Defined Benefit Plan (Gratuity):

The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15 days basic salary last drawn for each completed year of service. The same is payable on termination of service, or retirement, or death whichever is earlier. The benefits vest after five years of continuous service. The Company has set a limit of Rs. 20 lacs (previous year Rs. 20 lacs) per employee.

A. Economic Assumptions

The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based upon the market yield available on the Government bonds at the accounting date with a term that matches that of the liabilities and the salary growth rate takes account of inflation, seniority, promotion and other relevant factors on long term basis.

29 Disclosures under IND AS-108 on "Segment Reporting" :

As per the threshold limits prescribed under Indian Accounting Standard (Ind AS-108) on "Segment Reporting" prescribed under section 133 of the Companies Act, 2013 read with relevant rules thereunder and the other accounting principles generally accepted in India, the Company's reportable activity falls within a single business segment and hence the disclosure requirements are not applicable.

31 Disclosures under IND AS-17 on "Leases" :

31.1 The Company Board approved an operating lease agreement with Liladhar Pasoo Forwarders Private Limited for the third party manufacturing agreement for sortex of rice job work in its meeting held on August 14 2023 at Kandla Gujrat India.

31.2 The Company entered into an Operating Lease Agreement with Rice India Private Limited dated May 22 2025 at Kandla Gujrat, India.

31.3 There are finance lease agreements in force and future lease rent commitments as on 31 March 2024 and 31 March 2025. lease rentals are paid towards finance lease during current year.

a) 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.

b) 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.

c) 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.

ii 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.

iii 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 :-

iv Appeals are lying pending before the Dy. Excise & Taxation Commissioner-Appeal, Punjab against the Order received from Excise and Taxation Deptt., 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.

v During the financial year 2016-17, the company has received an order from Hon.'ble Central Excise and Service Tax Appellate Tribunal, New Delh (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.

viii Legal Cases against the Company

a) The Board of Trustee of the port of Mumbai has filed a money suit for recovery of Rs. 963.94 Lacs 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.

b) The Municipal Corporation has issued notice to the Builder of Pinnacle Tower for vacating of permises Pinnacle Tower, at Surajkund Faridabad. The Builder obtained interim stay on the order of Muncipal Commissioner, Faridabad from Hon'ble High Court Punjab and Haryana. The Company also filed a petition 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 out at this stage.

c) 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 Chandigarh and Hon'ble High Court Delhi for stay on above matter. Further, the Company filed a petition before the Hon'ble Apex Court with regard to contesting of proceeding before District and Session Court, Faridabad. The Hon'ble Apex Court had allowed the company petition with granting relief to the Company and parties against the impugned order of Faridabad District Court and asked the Company to approach the Hon'ble High Court for seeking direction for further relief. The Company has also deposited the above amount in compliance with the order of Apex Court.

36 Commitments

There are no commitment for contracts remaining to be executed on capital account as at the end of current year or previous year.

37 Details of loans given, investment made and guarantee given covered u/s 186 (4) of the Companies Act-2013.

i Details of Loans given and investment made are given under the respective heads.

38 As per the assessment of Management the company continues to be going concern. This assessment is based on Resolution plan submitted to the Banks by company and the interest shown by prospective investors in the company.

40 Financial Risk Management

The company has exposure to the following risks arising from Financial Instruments:

- Credit Risk

- Liquidity Risk

- Market Risk CREDIT RISK

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including cash and cash equivalents and deposits with banks and financial institutions.

CREDIT RISK MANAGEMENTTrade receivable related credit risk

All trade receivable are reviewed and assessed for default on routine basis. Our historical experience of collecting receivables is of significant credit risk.

Other financial assets

The company maintains low exposure in cash and cash equivalents. The Company's maximum exposure to credit risk is the carrying value of each class of financial assets.

LIQUIDITY RISK:

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses.

Maturities of financial liabilities

The table below analyses the Company's financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. The Company is exposed to the following market risks that arise from its use of financial instruments:

- Currency Risk

- Price Risk

- Interest Rate Risk Currency Risk

The Company operates internationally and consequently the Company is exposed to foreign exchange risk through its sales in overseas market. The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company follows policies which includes the use of derivatives like foreign exchange forward contracts to hedge exposure to foreign currency risk.

c) Outstanding forward exchange contracts entered by the company for the purpose of hedging its foreign currency exposures.

There were no outstanding forward exchange contract entered by the company as on 31.03.2025 and 31.03.2024.

Price Risk

The price risk is the risk arising from investments held by the Company and classified in the balance sheet either at fair value through Other Comprehensive Income or at fair value through profit or loss.

The Company's equity investments are mainly strategic in nature and are generally held on a long-term basis.

Interest Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. As at March 31, 2025, the Company has short term borrowings of Rs. 20178 lacs which is exposed in financial risk.

Commodity Risk

The Company is exposed to the fluctuations in commodity prices. Mismatch in demand and supply, adverse weather conditions, market expectations etc., can lead to price fluctuations. The Company manages these price fluctuations by actively managing the sourcing of the raw material and other products.

41 As per the assessment of the management the recoverable amount of the assets is higher than its carrying value and hence no impairment of assets needs to be recorded in the financial statement.

42 The outbreak of Covid 19 has severally impacted business globally including India. The company had some short term impact on operation and recoverability of amount due from Debtors due to Covid 19 and the lockdown imposed by the government.

43 The company was not required to spend any amount in respect of corporate social responsibility (CSR) for current year and for previous year as per section 135 of Companies Act.

44 The company has not made any contribution to any political party during current year and previous year.

45 During the year no amount of Dividend has been remitted in foreign currency to Non Resident out side India.

46 Some of the balances of Debtors and Creditors are subject to confirmation.

47 Corresponding figures for the previous year have been regrouped/rearranged, wherever necessary to confirm to current year classification.

48 Company's Rice manufacturing unit is not running up to its full capacity due to non-availability/shortage of funds.