Your directors have pleasure in presenting their 16^th Annual Report on the business and operations of the Company along with the
Audited Financial Statements of your Company for the financial year ended on March 31, 2025.

1. FINANCIAL RESULTS:

(' In I acs)

2. FINANCIAL PERFORMANCE OF THE
COMPANY:

During the year under review, the Company has earned sales
income ' 14,374 Lacs (Previous Year ' 11,124 Lacs) and other
income ' 28 Lacs (Previous year ' 17 Lacs). The Total revenue
' 14,401 Lacs (Previous year ' 11,142 Lacs).

Profit before Tax (PBT) was 136% higher at ' 722 Lacs (Previous
Year ' 305 Lacs) and Profit after Tax (PAT) was 155% higher at
' 560 Lacs (Previous year ' 219 Lacs).

3. DIVIDEND:

The Board of Directors of your Company, after considering
holistically the expansion plans along with aggressive
marketing and distribution initiatives for future growth of
the Company and accruing the benefits for its stakeholders,
the Company has decided that it would be prudent, not to
recommend any Dividend for year under review.

Note: Dividend Distribution Policy is not applicable to our
Company.

4. TRANSFER TO RESERVES:

Company has not transferred any amount from profit to
general reserve.

5. UNCLAIMED DIVIDEND:

There is no balance lying in unpaid dividend account.

6. COVID-19:

In the month of march of F.Y 2019-20, the COVID-19 pandemic
developed rapidly into a global crisis, forcing governments to
enforce lock-downs of all economic activity. For the Company,
the focus immediately shifted to ensuring the health and well¬
being of all employees, and on minimizing disruption to services
for all our customers. Even during the second wave Company
has ensured the health and well-being of all employees and
followed the guidelines issued by the government.

7. ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2025 is
available on the Company's website and can be accessed at
Web link: https//euroindiafoodscom/annual-reports/

8. SECRETARIAL STANDARDS:

The Company has followed applicable Secretarial Standards,
i.e. SS-1 and SS-2, relating to 'Meetings of the Board of
Directors' and 'General Meetings' respectively.

9. CREDIT RATING:

During the Year under review, Your Company has received
the Credit Rating of the Bank Loan Facilities and rating was
assigned by Crisil Ratings Limited.

10. CORPORATE GOVERANCE:

Your Company has incorporated the appropriate standards
for corporate governance. Pursuant to Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,

2015, Company is filing Corporate Governance Report
to stock exchange quarterly. However, as per Regulation
34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company is giving
report on corporate governance report in annual report
of the Company. Corporate Governance Report is as per
“Annexure I". The requisite certificate from the Auditors of
the Company confirming compliance with the conditions of
Corporate Governance is attached in the report on Corporate
Governance.

11. CFO & CEO CERTIFICATION:

Pursuant to Regulation 17(8) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Certificate from Mr. Shailesh M Sardhara,
Chief Financial Officer and Mr. Dipesh Dinesh Sanspara, Chief
Executive Officer of the Company for the year ended March
31, 2025 is attached herewith which forms part of Corporate
Governance Report.

12. DIRECTORS:

Board Independence:

'Independence' of Directors means as defined in Regulation
16(b) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
and Section 159(6) of the Companies Act, 2013. Based on the
confirmation/disclosures received from the Directors and on
evaluation of the relationships disclosed, the following Non¬
Executive Directors are Independent:

1) Mr. Viral Kumar R Shah

2) Mr. Snehal M. Patel

3) Mr. Paresh B. Lathiya

4) Mrs. Geeta D. Tejani

5) Mr. Rahil V. Dhameliya

Committees of the Board

There are currently three Committees of the Board, as under:

1) Audit Committee

2) Nomination and Remuneration Committee

3) Stakeholders' Relationship Committee

Details of all the Committees, along with their charters,
composition and meetings held during the year, are provided
in the Report on Corporate Governance, a part of this Annual
Report.

During the year meeting of Independent Director was held on
15.03.2025, where all the independent directors were present.

Number of Meetings of the Board:

The Board meets at regular intervals to discuss and decide
on Company/business policy and strategy, apart from other
Board business. The Board/Committee Meetings are pre¬
scheduled and a tentative annual calendar of the Board and
Committee Meetings is circulated to the Directors well in
advance to facilitate them to plan their schedule and to ensure
meaningful participation in the meetings. However, in case of
a special and urgent business need, the Board's approval is
taken by passing resolutions through circulation, as permitted
by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the
Directors. Usually, meetings of the Board are held in Surat. The
Agenda of the Board/Committee meetings is circulated at
least a week prior to the date of the meeting. 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.

Annual Evaluation of Directors, Committees and
Board:

During the year, the Board has carried out the annual
evaluation of its own performance as well as the evaluation
of the working of its committees and individual Directors,
including Chairman of the Board. This exercise was carried
out through a structured questionnaire prepared separately
for Board, Committee and individual Directors.

The questionnaire for Board evaluation was prepared taking
into consideration various aspects of the Board's functioning
such as understanding of Board members of their roles and
responsibilities, time devoted by the Board to Company's
long-term strategic issues, quality and transparency of Board
discussions, quality, quantity and timeliness of the information
flow between Board members and management, Board's
effectiveness in disseminating information to shareholders and
in representing shareholder interests, Board information on
industry trends and regulatory developments and discharge
of fiduciary duties by the Board.

The Board acknowledged certain key improvement areas
emerging through this exercise and action plans to address
these are in progress. The performance evaluation of the
Non-Independent Directors including Chairman was carried
out by the Independent Directors at a separate meeting of the
Independent Directors on March 15, 2025. The Nomination and
Remuneration Committee has further carried out evaluation

of all Directors including Independent Directors. The report
of performance evaluation so arrived at was then noted and
discussed by the Nomination and Remuneration Committee
and the Board in their respective meetings.

Details of Board of Directors and Key Managerial
Personnel:

The members of the Board of Directors of the Company are
of proven competence and integrity. Besides having financial
literacy, experience, leadership qualities and the ability to
think strategically, the Directors have a significant degree of
commitment to the Company and devote adequate time for
the meetings, preparation and attendance.

The Policy of the Company on Directors' appointment and
remuneration including criteria for determining qualifications,
positive attributes, independence of a Director and other
matters provided under sub-section (3) of section 178, is
available on the Company's website www.euroindiafoods.
com.

In accordance with the provisions of the Companies Act, 2013
and Articles of Association of the Company, Mrs. Maya Dinesh
Sanspara and Mr. Mahesh Vallabhabhai Mavani, Director of
your Company retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment,
subject to the approval of the Members of the Company.

13. SUBSIDIARY, JOINT-VENTURE AND
ASSOCIATES COMPANIES:

The Company does not have any subsidiary, Joint Venture
and Associate Companies.

14. DIRECTORS RESPONSIBILITY
STATEMENT:

As stipulated in Section 134(3)(c) read with sub-section (5) of
the Companies Act, 2013, Directors subscribe to the "Directors'
Responsibility Statement" and confirm that:

a) that in the preparation of the Annual Accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed and that there are no
material departures;

b) that appropriate accounting policies have been selected
and applied consistently and judgments and estimates
that are reasonable and prudent have been made so as
to give a true and fair view of the state of affairs as at
March 31, 2025 and of the profit of the Company for the
Financial year ended March 31, 2025;

c) 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;

d) that the annual accounts for the year ended March 31,
2025 have been prepared on a going concern basis;

e) that they 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) that they had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

15. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All Related Party Transactions entered into during the financial
year were on an arm's length basis and were in the ordinary
course of business. Your Company had not entered into any
transactions with the related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Companies Act, 2013 in
form AOC-2 is not applicable. See ''Annexure II".

The Board of the Company has adopted the Policy and
procedure with regard to Related Party Transactions. The
policy envisages the procedure governing the materiality
of Related Party Transactions and dealing with Related
Party transactions required to be followed by Company
to ensure compliance with the Law and Regulation. The
said Policy is available on the website of the Company at
https//euroindiafoodscom/wp-content/uploads/?0?4/11/?
Related Party Transaction Policy.pdf

16. ENERGY CONSERVATION MEASURES,
TECHNOLOGY ABSORPTION AND R &
D EFFORTS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The information relates to the conversation of energy,
Technology absorption and foreign exchange earnings
and outgo as per provision under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2015 is annexed below as “Annexure III".

17. PARTICULAR OF EMPOYEES AND
RELATED DISLOSURES:

The information required under Section 197(12) of the
Companies Act, 2013 and rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2015 is given in “Annexure IV" to this report and form
part of this Report.

18. AUDITORS:

Statutory Auditor

M/s R P Vidani & Co., Chartered Accountants (Firm Registration
No. 137610W) were appointed as Statutory Auditor of the
Company for a term of 5 (Five) consecutive years, at the
Annual General Meeting held on September 30, 2022. They
have confirmed that they are not disqualified from continuing
as Auditor of the Company.

The Notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further
comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer.

Internal Auditor

M/s. Sejal Maniar & Co., Chartered Accountant, Surat, has
been internal Auditor of the Company for the Financial
Year 2024-25. Internal Auditors are appointed by the Board
of Directors of the Company on yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor
reports their findings on the internal Audit of the Company
to the Audit Committee on a quarterly basis. The Scope of
Internal audit is approved by the Audit Committee.

The Company has appointed M/s. Sejal Maniar & Co.,
Chartered Accountant, Surat, as an Internal Auditor for the
Financial Year 2024-25 in the Board meeting held on May 29,
2024, after obtaining their willingness and eligibility letter for
appointment as Internal Auditor of the Company.

Secretarial Auditor

In accordance with the provisions of Section 204 of the
Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2015,
your Company had appointed M/s. Dhirren R. Dave & Co.,
Company Secretaries, to undertake the Secretarial Audit of
the Company for the Financial Year 2024-25. The Secretarial
Audit Report for the Financial Year 2024-25 is annexed to this
Report as “Annexure V".

19. DEPOSITS:

The Company has not accepted deposits from the public
during the financial year under review within the meaning of
Section 73 of the Act of the Companies Act 2013, read with
Companies (Acceptance of Deposits) Rules, 2015.

20. LOANS, GUARANTEE OR INVESTMENTS
UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

The Loans, Guarantees and Investments mentioned in the
notes to the Financial Statements are within the ambit of
Section 186 of the Companies Act, 2013.

The Company has not given any loans or guarantees or
investments under section 186(4) of Companies Act, 2013.

21. MANAGEMENT DISUCUSSION AND
ANALYSIS REPORT:

As per the Regulation 34 of SEBI (Listing Obligations Disclosure
Requirements), Regulations 2015, the Management Discussion
and Analysis Report of the financial condition of the Company
under review, is annexed and forms an integral part of the
Directors' Report, is given in ''Annexure VI".

22. COST AUDIT:

Pursuant to the provisions of Section 158 of the Companies
Act, 2013 read with the Companies (Cost Records and Audit)
Amendment Rule, the activity of your Company does not fall
under any sectors as specified under Rule 3 of Companies
(Cost Records and Audit) Rules, 2015 and hence, maintenance
of cost records as well as the cost audit, as the case may is
not applicable to the Company for the Financial Year 2024-25.

23. LISTING AT STOCK EXCHANGE:

The Equity Shares of the Company were listed on the NSE
of India Limited (National Stock Exchange of India- SME
Platform) since March 31, 2017. The Annual Listing Fee for the
current year has been paid to the NSE of India Limited.

Migration To the Main Board of NSE:

The Board of Directors of the Company, in their meeting held
on February 15, 2020, had proposed the Listing of equity share
of the Company on Capital Market Segment (Main Board)
of National Stock Exchange of India Limited. The members
of the Company, through Postal Ballot, on March 21, 2020
had also approved the proposed listing of equity shares of
the Company on Capital Market Segment (Main Board) of
National Stock Exchange of India Limited.

The NSE has granted final listing approval for the Listing of
equity shares of the Company on Capital Market Segment
(Main Board) of NSE vide letter dated October 8, 2021 and the
equity shares of the Company are listed and traded on the
main board of NSE with effect from October 12, 2021.

24. SIGNING OF THE FINANCIAL
STATEMENTS:

This is to inform you that the Company has approved and
authenticated its Audited Financial Results for the year ended
March 31, 2025 in the Board meeting duly held on May 26, 2025,
which is well within the statutory time limits as prescribed in
the Companies Act, 2013 and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

25. DISCLOSURES:

Share Capital:

The Company's Authorized Equity Capital as on March 31,
2025 was ' 250,000,000 comprising of 25,000,000 Equity
Shares of ' 10/- each fully paid up.

The Company's paid up Equity Capital as on March 31, 2025
was ' 248,000,000 comprising of 24,800,000 Equity Shares of
' 10/- each fully paid up.

During the F.Y. 2024-25 the Company has neither issued
shares with differential voting rights as to dividends, voting or
otherwise nor issued shares (including sweat equity shares) to
the employees or directors of the Company under any scheme
such as bonus, right issue, private placement, preferential
allotment or by any other mode as per Companies Act, 2013.

No disclosure is required under section 67(3)(c) of the
Companies Act, 2013 read with Rule 16(4) of the Companies
(Share Capital and Debentures) Rules, 2015, in respect of
voting rights not exercised directly by the employees of
the Company as the provisions of the said section are not
applicable.

Meetings of Board of Directors and Committees

The Details of All meeting of Board of Directors and Committee
meeting had taken place during the year and their details along
with their attendance, is given in “Table 2 of Annexure I".

Composition of Audit Committee

The Board has constituted the Audit committee which
comprises of two Non-Executive Directors and one Executive
Director and Chairman of the Committee is Independent
Director. The details of the composition of the audit committee
are described in Corporate Governance Report.

In Conformity with the requirements of Regulation 18 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 read with Section 177 of the Companies Act,
2013, as applicable, the strength of the Board as also of the
Audit Committee is adequate.

Material Changes:

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

Corporate Social Responsibility (CSR)

The Company has reported Net Profit of ' 5.6 Crore for the
year ending March 2024-25. Company is under the obligation
to spend amount of ' 7,98,667/-(seven lakh ninety-eight
thousand six hundred sixty-seven) in the Financial Year 2025¬
26. Where the amount to be spent by a Company does not
exceed fifty lakh rupees, the requirement for constitution of
the Corporate Social Responsibility Committee shall not be
applicable and the functions of such Committee provided
under section 135 of the Companies Act, 2013 shall, in such
cases, be discharged by the Board of Directors of such
Company.

Vigil Mechanism & Whistle Blower Policy:

Your Company has established a vigil mechanism as pursuant
Section 177(9) of Companies Act, 2013 and Regulation 22
of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, to tackle the circumstances occurred in the
organization such as fraud, misrepresentation etc. The vigil
mechanism shall provide for adequate safeguards against
victimization of Director(s) or employee(s) or any other person
who avail the mechanism and also provide for direct access
to the chairperson of the audit committee.

The Company has also adopted a Vigil Mechanism/Whistle
Blower Policy. The Policy was approved by the Board and
same has been uploaded on the Company's website: https://
euroindiafoods.com/wp-content/uploads/2025/07/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

Risk Management Policy and Internal Control
Adequacy

The Board has adopted the policies and procedures for ensuring
the orderly and efficient conduct of its business, including
adherence to the Company's policies, the safeguarding of
its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records,
and the timely preparation of reliable financial disclosures.
The Company's internal control systems are commensurate
with the nature of its business and the size and complexity
of its operations. These are routinely tested and certified
by Statutory as well as Internal Auditors. Significant audit
observations and follow up actions thereon are reported to
the Audit Committee. For ensuring independence of audits,
the Internal Auditors report directly to the Audit Committee.
Both Internal and Statutory Auditors have exclusive executive
sessions with the Audit Committee on a regular basis. In
addition, during the year, the Management performed a
review of key financial controls, at entity as well as operating
levels.

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives
which has been enhanced during this year. Major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
These are discussed at the meetings of the Audit Committee
and the Board of Directors of the Company. These have also
been reported and discussed in detail in the Management's
Discussion and Analysis Report, annexed to this report.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the Internal, Statutory and
Secretarial Auditors and external consultants and the
reviews performed by Management and the relevant Board
committees, including the Audit Committee, the Board is of
the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2023-24.

The Company has adopted and approved Risk Management
Policy.

The Risk Management Policy has been uploaded on our
Company's website the link is mentioned below:
httpsV/euroindiafoodscom/wp-content/uploads/2023/05/3-
Risk-Management-Policy.pdf

Prevention of Sexual Harassment of Women at
Workplace

Your Company adopted policy of "Prevention of Sexual
Harassment of Women at Workplace". There were no
incidences of sexual harassment reported during the
year under review, in terms of the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Rules made thereunder. If the
Compliant received by any women employee to senior
management, the senior management have to convey
directly to Chairman and Managing Director relates to any
Complaints in matter to sexual Harassment.

Prevention of Insider Trading

The Company has adopted a Code of Conduct for
Prevention of Insider Trading with a view to regulate trading
in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing
in the Company's shares and prohibits the purchase or sale
of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period
when the Trading Window is closed. The Board is responsible
for implementation of the Code.

The Company has a Prohibition of Insider Trading Policy and
the same has been posted on the website of the Company at:
https//euroindiafoods com/wp-content/uploads/2023/05/4 -
Prohibition-of-Insider-Trading-Policy pdf

Remuneration Policy:

The Remuneration paid to the Executive directors of
the Company is recommended by the Nomination and
Remuneration Committee of the Company and then the
Board of the Company approve in their duly held meeting. The
remuneration of executive directors is decided by considering
various criteria like Qualification, experience, responsibilities,
value addition to the Company and financial position of the
Company. Board is taking permission of the members if
required at any time for paying remuneration to executive
directors.

Company is not paying any remuneration to non-executive
and independent directors of the Company.

The Company has also adopted a Remuneration Committee Policy. The Policy was approved by the Board and same has
been uploaded on the Company's website: https://euroindiafoods.com/wp-content/uploads/2025/07/Nomination-and-
Remuneration-Policy-NRC pdf

Code of Conduct:

The Board has laid down a code of Conduct for all Board Members and Senior Management of the Company. All the Board
Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis. In this regard
certificate from Managing Directors as required under Schedule V of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 has been received by the Board and the same is attached herewith as per “Annexure VII".

26. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

No application was made or any proceeding pending under the Insolvency and Bankruptcy Code,

2016 (31 of 2016) during the Financial Year 2024-2025.

27. MATERIAL ORDER PASSED BY THE COURT:

The Company has received order from the office of Additional Commissioner, Central GST & Central Excise, Surat
Commissionerate to recover short payment of tax amounting to ' 5,82,10,970/- (' Five Crore Eighty-Two Lakhs Ten Thousand
Nine hundred and seventy) and penalty of the amounting to ' 5,82,10,970/- (' Five Crore Eighty-Two Lakhs Ten Thousand Nine
hundred and seventy) under Central GST Act, 2017, SGST Act and IGST Act, 2017 on January 20, 2025.

The Hon'ble High Court of Ahmedabad has stayed the operation and implementation of Order passed by the office of Additional
Commissioner, Central GST & Central Excise, Surat on March 11, 2025.

28. SENIOR MANAGEMENT PERSONNEL

Particulars of Senior Management Personnel of the Company as on March 31, 2025 including the changes therein since the close
of the previous financial year:

Acknowledgement:

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's
executives, staff and workers.

By order of the Board of Directors
For Euro India Fresh Foods Limited

Sd/-

MANHAR J. SANSPARA

Date: August 26, 2025 Chairman & Managing Director

Place: Surat DIN: 02623366