Team24 Consumer Products Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Directors of your Company are pleased to present their 42^nd Annual Report together with
the Audited Financial Statements for the year ended March 31, 2025.

Financial Highlight

Particulars	FY 2024-25	FY 2023-24
Income from operations (Gross)	0	0
Other income	22.77	0
Profit/(Loss) before Depreciation and Tax	(20.26)	(38.03)
Depreciation for the year	0.02	0
Profit/(Loss) before Exceptional Items & Tax	(20.28)	(38.03)
Exceptional Items	282.12	0
Profit/(Loss) before Tax	261.84	(38.03)
Current Tax	0	0
Tax Payment for Earlier Period	7.53	0
Deferred Tax	0	0
Profit/(Loss) after tax for the year	254.31	(38.03)
Balance of Profit/(Loss) brought forward	(2,946.03)	(2,907.99)
Balance of Profit/(Loss) carried forward to Balance Sheet	(2,691.72)	(2,946.03)
Earnings Per Share	0.99	(0.33)

Performance

In the Financial Year 2024-25, the total income stood at ^ 22.77 Lakh, entirely derived
from other income, as the company had no operational revenue. During the Financial year
2024-2025 the company reported a net profit of ^ 254.31 Lakh, a significant turnaround
from a net loss of ^ 38.03 Lakh in FY 2023-24. This improvement was primarily due to the
recognition of exceptional income amounting to ^ 282.12 Lakh during the year. Earnings
per share (EPS) improved from ^ (0.33) to ^ 0.99.

Dividend and Reserves

The Board does not recommend any dividend for the financial year under review. No
amount is proposed to be transferred to reserves during the year.

Key developments during the year

During the financial year under review, Company underwent a significant change in control.
On October 9, 2024, Team24 Foods and Beverages Private Limited (herein referred to as
Acquirer) entered into a Share Purchase Agreement (SPA) with Promoter, New Vision Group

Holding Private Limited, and certain members of the Promoter Group namely Yasmin
Fazalbhoy, Alliance Consultancy Services Private Limited, La Costa Enterprises Private Limited
and Nasreen Fazalbhoy to acquire 49,96,973 equity shares. Further the Board approved to a
preferential allotment of 1,40,00,000 equity shares to the Acquirer. Pursuant to the SPA and
Preferential allotment, the Acquirer''s shareholding crossed thresholds under Regulation 3(1)
and Regulation 4 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011,
thereby triggering a mandatory obligation to make an open offer to the public shareholders.

In compliance with relevant SEBI regulations, the Company and the Acquirer initiated the
open offer process as obligated under Regulations 3(1) and 4 of the SEBI (SAST) Regulations,
2011. This open offer is intended to provide an exit opportunity to the public shareholders in
light of the substantial change in shareholding and control.

Subsequently, the preferential issue was completed on November 20, 2024, when the
Company allotted the aforementioned 1,40,00,000 equity shares to the Acquirer. The shares
under the SPA were acquired on various dates, with the final tranche acquired by the Acquirer
in May 2025. With these transactions, the Acquirer has effectively gained a controlling stake
in the Company, signifying a shift in management and strategic direction.

Capital Structure

During the Financial Year 2024-25 the following changes took place in the share capital of the
Company.

a. The Company reclassified the existing authorised Preference Share Capital of
^ 10,00,00,000/- (Rupees Ten Crore Only) divided into 10,00,000 (Ten Lakh)
Preference Shares having face value of ^ 100/- (Rupees One Hundred Only) into
authorised Equity Share Capital of ^ 9,00,00,000 (Rupees Nine Crore Only) divided into
90,00,000 Equity shares having face value of ^ 10/- (Rupees Ten Only) each and
authorised Preference Share Capital of ^ 1,00,00,000 (Rupees One Crore Only) divided
into 1,00,000 Preference shares having face value of ^ 100/- (Rupees One Hundred
Only) each.

b. The Company further increased its authorised share capital from ^ 25,00,00,000/-
(Rupees Twenty-Five Crores Only) consisting of Authorised Equity Share Capital of
^ 24,00,00,000 (Rupees Twenty-Four Crores Only) divided into 2,40,00,000 (Two
Crores Forty Lakh) Equity Shares having face value of ^ 10/- (Rupees Ten Only) each
and authorised Preference Share Capital of ^ 1,00,00,000 (Rupees One Crore Only)
divided into 1,00,000 (One Lakh) Preference Shares having face value of ^ 100/-
(Rupees One Hundred Only) each to ^ 27,00,00,000/- (Rupees Twenty-Seven Crores
Only) consisting of authorised Equity Share Capital of ^ 26,00,00,000 (Rupees Twenty-
Six Crores Only) divided into 2,60,00,000 (Two Crores Sixty Lakh) Equity Shares having
face value of ^ 10/- (Rupees Ten Only) each and authorised Preference Share Capital
of ^ 1,00,00,000 (Rupees One Crore Only) divided into 1,00,000 (One Lakh) Preference
Shares having face value of ^ 100 (Rupees One Hundred Only) each.

c. On November 20, 2024, the company allotted 1,40,00,000 equity shares of ^ 10/- each
on preferential basis to Team24 Foods and Beverages Private Limited in a duly
convened Board Meeting.

d. On March 31, 2025, the Company redeemed 1,00,000 13.75% Non-Convertible
Cumulative Redeemable Preference Shares with face value of ^ 100/- each at par
without payment of accumulated dividend the same had been formally waived.

Management Discussion and Analysis Report

A detailed analysis of the Company''s performance is discussed in the Management Discussion
and Analysis Report attached as - Annexure - I.

Business Responsibility and Sustainability Report

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 top one
thousand listed entities based on market capitalization shall submit a Business Responsibility
and Sustainability Report, since company is not falling under top one thousand listed entities
such report is not applicable.

Corporate Governance

The Company believes in adopting best corporate governance practices. The report on
Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the LODR
Regulations and certificate from a Practicing Company Secretary regarding compliance with
Corporate Governance norms, forms part of this Annual Report is attached as Annexure II.

Certifications and Declarations

The declaration by Managing Director of the Company relating to compliance of Code of
Conduct by all Board Members and Senior Management Personnel of the Company, in
accordance with the provisions of Regulation 17(5) of the LODR Regulations is attached as
Annexure III and forms part of this Annual Report.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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, Nomination & Remuneration and other Committees.
The manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

Declaration by Independent Directors

All Independent Directors have given declarations under Section 149 (7) of the Companies
Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All Independent Directors have also given the declaration under Rule 6(1)
and (2) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Directors and Key Managerial Personnel

Sr. No.	Name of the Director	Designation	Date of Cessation	Date of Appointment
1	Mr. Abdullah Fazalbhoy***	Non-Executive - Non Independent Director	March 26, 2025	January 20, 1983
2	Mr. Sayed Abbas	Non-Executive - Non Independent Director	-	January 29, 2018
3	Mr. Ganesh S. Shenoy	Non-Executive - Independent Director	-	May 29, 2023
4	Late Mr. Kundapoor Damodar Bhat1 2	Non-Executive - Non Independent Director	January 02, 2025	January 19, 1995
5	Ms. Mona 1 ** sjcsjc D souza	Non-Executive - Non Independent Director	March 26, 2025	June 01, 2019
6	Mr. Sachin R Rane*	Non-Executive Additional Director	-	March 26, 2025
7	Ms. Sakshi Jalan**	Non-Executive Additional Director	-	March 26, 2025

*Note:

*The Board of Directors of the Company ("Board"), on the recommendation of the
Nomination and Remuneration Committee ("NRC Committee") at their meeting held on
March 26, 2025 appointed Mr. Sachin R Rane as an Non Executive Additional Director
of the company with effect from March 26, 2025 to hold office upto the date of the next
General Meeting of the Company.

**The Board, on the recommendation of the NRC Committee, had at their meeting held
on March 26, 2025 appointed Ms. Sakshi Jalan as an Non-Executive Additional Director
of the Company with effect from March 26, 2025 to hold office upto the date of the
next General Meeting of the Company.

***During the year under review, Mr. Abdullah Fazalbhoy resigned as a Director of the
Company with effect from March 26, 2025 due to personal reasons.

***** During the year under review, the Board recorded with profound sadness the demise
of Mr. Kundapoor Damodar Bhat who served as a Director of the Company until
January 02, 2025.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial
Personnel (KMP) of the Company during the Financial Year 2024-2025:

Sr. No.	Name of the KMP	Designation	Date of Cessation	Date of Appointment
1	Mr. John Escolastico Silveira*	Managing Director	March 31, 2025	July 07, 2017
2	Ms. Shalini Lobo**	Chief Financial Officer	March 31, 2025	November 01, 2017
3	Ms. Puja Joshi3	Company Secretary and Compliance Officer and Key Managerial Personnel	January 31, 2025	July 16, 2019
4	Mr. Manzoor ul Haque Butt4	Managing Director	-	April 01, 2025
5	Mr. Ravindra Naik5	Chief Financial Officer		April 01, 2025
6	Ms. Pooja Gopal Shirodkar******	Company Secretary and Compliance Officer and Key Managerial Personnel		April 29, 2025

*Note:

^*During the year under review, the tenure of Mr. John Escolastico Silveira Managing
Director of the company was concluded leading to the cessation of his office with effect
from March 31, 2025.

**During the year under review, Ms. Shalini Lobo resigned from the position of a Chief
Financial Officer of the Company with effect from March 31, 2025.

****The Board, on the recommendation of the NRC Committee, had at their meeting held
on March 26, 2025 appointed Mr. Manzoor ul Haque Butt as an Additional Director with
effect from March 26, 2025 and was appointed as Managing Director of the Company
for the period of 2 (two) years with effect from April 01, 2025 to March 31, 2027.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
the approval of shareholders is required for the appointment of Directors as mentioned
above at the next general meeting or within three months from the date of
appointment whichever is earlier.

*****The Board, on the recommendation of the Nomination & Remuneration Committee, had
at their meeting held on March 26, 2025 appointed Mr. Ravindra Naik as a Chief
Financial Officer of the Company with effect from April 01k, 2025.

******The Board, on the recommendation of the Nomination & Remuneration Committee,
had at their meeting held on April 29, 2025 appointed Ms. Pooja Gopal Shirodkar as a
Company Secretary and Compliance Officer and Key Managerial Personnel of the
Company with effect from April 29, 2025.

The shareholders in its Extra Ordinary General Meeting held on June 23, 2025 approved
the appointment of Mr. Sachin R Rane, Ms. Sakshi Jalan and Mr. Manzoor ul Haque Butt
effective from March 26, 2025.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 (the "Act") and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, Annual Return of the Company
for the year ended on March 31, 2025 is available on the Company''s website at:
http://www.korefoods.in/AnnualReport

Board Meetings

During the financial year 2024-25, 09 (Nine) meetings of the Board of Directors were held on
the following dates:

May 28, 2024, June 21, 2024, August 12, 2024, October 05, 2024, October 09, 2024,
November20, 2024, December 31, 2024, January 07, 2025 and March 26, 2025.

The details of composition of the Board and the attendance of the Directors at the meetings
is provided in the Integrated Corporate Governance Report which forms part of this Annual
Report. The intervening gap between two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Committee Meetings

a) Audit Committee

Due to change in Management, the Audit Committee was reconstituted. As on March 31,
2025, the composition of Audit Committee has been as under:

a. Mr. Sayed Abbas - Chairman

b. Mr. Ganesh S. Shenoy - Member

c. Ms. Sakshi Jalan - Member

During the financial year 2024-25, 6 meetings of Audit Committee were held on the following
date:

May 28, 2024, August 12, 2024, October 05, 2024, October 09, 2024, January 07, 2025 and
March 26,2025.

Further details with respect to Audit Committee are disclosed in the Integrated Corporate
Governance Report which forms part of this Annual Report.

During the year under review, all the recommendations made by the Audit Committee were
accepted by the Board.

b) Nomination & Remuneration Committee

Due to change in Management the Nomination & Remuneration Committee was
reconstituted. As on March 31, 2025, the composition of Nomination & Remuneration
Committee has been as under:

a. Mr. Ganesh S. Shenoy - Chairman

b. Mr. Sayed Abbas - Member

c. Ms. Sakshi Jalan - Member

During the financial year 2024-25 only 02 meetings of Nomination & Remuneration
Committee were held on May 28, 2024 and March 26, 2025.

c) Stakeholders Relationship Committee

Due to change in Management the Stakeholders Relationship Committee was reconstituted.
As on March 31, 2025, the composition of Stakeholders Relationship Committee has been as
under:

a. Mr. Sayed Abbas - Chairman

b. Mr. Ganesh S. Shenoy - Member

c. Ms. Sakshi Jalan - Member

During the financial year 2024-25, 04 meetings of Stakeholders Relationship were held on the
following dates:

May 28, 2024, August 12, 2024, October 05, 2024 and January 07, 2025.

d) Share Transfer Committee

Due to change in Management the Share Transfer Committee was reconstituted. As on March
31, 2025, the composition of Share Transfer Committee has been as under:

a. Mr. Manzoor Ul Haque Butt - Member

b. Ms. Sakshi Jalan - Member."

Compliance of Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India.

Internal Financial Control

The Company has an Internal Financial Control System, commensurate with the size, scale
and complexity of its operations. The Audit Committee of the Board periodically reviews the
internal control system with the Management, Internal Auditor and Statutory Auditors and
the adequacy of internal audit functions, significant internal audit findings and follow up
thereon.

Statutory Auditors

Company''s Statutory Auditors M/s. V. C. Shah & Co. (Firm Registration No. 109818W) were
appointed as statutory auditors for 5 years at the 39^th AGM held on September 30, 2022 to
hold office till the conclusion of AGM to be held in the year 2027.

Statutory Auditors'' Observation

The report of the statutory auditors does not contain qualification or adverse remarks. The
emphasis of matter in the Auditor''s Report has been explained in Note No. 26 to the annual
accounts in the Annual Report. In case of Note No. 12 no provision has been made for
interest.

Secretarial Auditors

Pursuant to Section 204 of the Companies Act 2013, and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014, the Company has appointed CS Girija G.
Nagvekar (CP No. 10335 /Membership No. 10358), Practicing Company Secretary to
undertake the Secretarial Audit of the Company for the year under review.

The Secretarial Audit Report is annexed herewith to the Annual Report as Annexure IV. The
Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

In terms of the Listing Regulations, with effect from April 1, 2025, a listed entity is required to
seek shareholders'' approval for appointment of Secretarial Auditor. Accordingly, the Board,
upon the recommendation of the Audit Committee, has approved and recommended the
appointment of M/s. Agrawal Mundra & Associates, Company Secretaries ((ICSI Unique Code:
P2019MP077600), as Secretarial Auditors of the Company for a first term of 5 years
commencing from Financial Year 2025-2026. Necessary resolution for this appointment forms
part of the accompanying AGM notice.

Frauds reported by the Auditors

During the year under review no instances of fraud was reported by the Statutory Auditors,
Secretarial Auditors and Internal Auditors in the Company by its Officers or employees to the
Audit Committee under the Companies Act, 2013.

Cost Auditors

The Company is not required to maintain cost records as per the Companies (Cost Records
and Audit) Rules, 2014.

Corporate Social Responsibility (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of
the Companies Act, 2013 (hereinafter referred as ''the Act'') and the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and hence the same is not applicable to the Company
during the year under review.

Related Party Transactions

The transactions/contracts/arrangements, falling within the purview of provisions of Section
188(1) of the Act entered by the Company with related parties as defined under the provisions
of Section 2(76) of the Act during the financial year under review, were in the ordinary course
of business and have been transacted at arm''s length basis. There are no
transactions/contracts/ arrangements entered by the Company with related parties during
the financial year, that are required to be reported in Form AOC-2.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has in place an anti- sexual harassment policy in line with the requirement of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. This policy is gender neutral.

During the year under review, there were no complaints referred to ICC.

Vigil Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Policy to provide a
framework for promoting responsible and secure whistle blowing and to provide a channel to
the employee(s), Directors and other stakeholders to report to the management, concerns
about unethical behavior, actual or suspected fraud or violation of the code of conduct or
policy/ies of the Company. The details of said vigil mechanism is given in Corporate
Governance Report, which forms part of this Annual Report.

Risk Management

The Company business is exposed to many internal and external risks and it has consequently
put in place a robust risk management framework to identify and evaluate business risks and
opportunities. The risk management process consists of risk identification, risk assessment
and risk mitigation.

The Board periodically reviews the risk management plan for the Company including
identification of elements of risks if any, which in the opinion of the Board may affect the
operations of the Company.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The details of Remuneration Policy are stated in the Corporate Governance
report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies
(Accounts) Rules, 2014 is forming part of the Directors'' Report for the year ended March 31,
2025.

Conservation of Energy

Since the Company is not involved in any type of business activity the Energy conservation
provision is not applicable to the company.

Technology Absorption

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or
import substitution - Not Applicable

(iii) Expenditure incurred on Research & Development - Nil

(iv) Imported technology during last 3 years - None
Foreign Exchange Earnings and Outgo: Nil
Public Deposits

During the financial year 2024-25, your Company had not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies
(Acceptance and Deposits) Rules, 2014.

Particulars of Loans/Advances/Guarantees//Investments during the financial year

The Company has not given any loans/advances/guarantees and made investments during
the year under review and hence provisions of Section 186 of the Companies Act, 2013 are
not applicable.

Employee Remuneration

The ratio of remuneration of each Director to the median employee''s remuneration and other
details in terms of 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
forming part of this Report as Annexure V.

Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable as the Company did not have any employee drawing
remuneration in excess of the sum prescribed during the year under review.

Significant and Material Orders passed by the Regulators or Courts

During the year of review there were no significant and material orders being passed by the
regulatory or Court or Tribunal which can impact the going concern status of the Company.

Material changes and commitment, if any, affecting financial position of the Company

There was no occurrence of Material changes and commitment affecting the financial position
of the Company during the year under review. The Company has no business and operating
income. During the year under review the Company has been taken over by Team24 Foods
and Beverages Private Limited and as on date, the Acquirer is holding 72.52% Equity Shares
in the Company.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceeding

pending under Insolvency and Bankruptcy Code, 2016.

Transfer to Investor Education and Protection Fund

During the year under review no amounts were required to be transferred to Investor

Education and Protection Fund by the Company.

Employee Stock Option Scheme

The Company has no Employee Stock Option Scheme.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors, to the best of

their knowledge and ability confirm:

a. That in the preparation of the Annual Accounts the applicable Accounting Standards
have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors
made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company as at March 31, 2025 and of the
profit of the Company for the year ended on that date;

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 Directors have prepared the annual accounts on a going concern basis;

e. That proper internal financial controls were in place and that the internal financial
controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

Acknowledgement

Your Directors place on record their appreciation for the continuing support and cooperation
from all the stakeholders. The Directors also take this opportunity to thank the employees for
their dedicated service throughout the year.

For and on behalf of the Board of Directors

Sayed Abbas
(Chairman)

DIN: 08057330

Place: Panjim, North Goa
Date: August 13, 2025

1

During the year under review, Ms. Mona D'' Souza resigned as a Director of the

2

Company with effect from March 26, 2025 due to personal reasons.

3

During the year under review, Ms. Puja Joshi resigned from the position of a Company

4

Secretary and Compliance Officer and Key Managerial Personnel of the Company with

5

effect from January 31, 2025.

---

Mar 31, 2024

The Directors of your Company present their 41^st Annual Report together with the Audited Financial Statements for the year ended 31st March, 2024.

Financial Highlight ,, ,

° ° 7 inThnnsarirte

Particulars	2023-24	2022-23
Income from operations (Gross)	0	0
Other income	0	17
Profit/(Loss) before Depreciation and Tax	f3804J	f3984)
Depreciation for the year	0	0
Pro fit/(Loss) before Exceptional Items & Tax	f3804J	f3984J
Exceptional Items	0	0
Profit/(Loss) before Tax	(3804)	f3984)
Balance of Profit/(Loss) brought forward	f290799J	f2868161
Balance of Profit/(Loss) carried forward to Balance Sheet	(294603)	(290799)
Earnings Per Share	(0.33)	_[0341

Dividend

In view of the accumulated losses, the Directors do notrecommend any dividend for the financial year 2023-2024.

Current Business

The Company has discontinued its business operations and the accounts are prepared on a non-going concern basis.

Management Discussion and Analysis Report

A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report attached as - Annexure -1.

Business Responsibility and Sustainability Report:

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 top one thousand listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report, since company is not falling under top one thousand listed entities such report is not applicable.

Corporate Governance

Report on Company’s Corporate Governance is appended as Annexure II and Compliance Certificate from auditors which forms part of this Annual Report.

The Company is in compliance with the requirements stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regard to Corporate Governance.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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, Nomination & Remuneration and other Committees.The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act ,2013, the Board of Directors, to the bestoftheir knowledge and ability confirm:

^a- That in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

b. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the loss of the Company for the year ended on that date;

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 Directors have prepared the annual accounts on a non-going concern basis;

e. That proper internal financial controls were in place and that the internal financial controls were adequate and were operating effectively; and

f. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Declaration by Independent Directors

All Independent Directors have given declarations under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Independent Directors have also given the declaration under Rule 6(1) and (2) of Companies (Appointmentand Qualification of Directors) Rules, 2014.

Directors

^a) Mr. John Escolastico Silveira was reappointed as Managing Director in the Board Meeting held on 08.08.2022 and subsequently approved by the shareholders in the Annual General Meeting held on 30.09.2022, for a further term of two years from 01st April 202 3 to 31 st March, 2025.

b) Mr. Kundapoor Damodar Bhat, was reappointed as a Director of the Company liable to retire by rotation in the Annual General Meeting held on 22.08.2023.

c) Mr. Ganesh S. Shenoy was appointed as an Additional and Independent Director in the Board Meeting held on 29 th May, 2023 and was regularized in the Annual General Meeting held on 22.08.2023.He has been appointed for five years effective from 29.05.2023.

Mr. Ganesh S. Shenoy who is appointed as an Independent Director by the Board of Directors, is a practicing Company Secretary having wide experience and knowledge of Company Law Matters and who is also very sincere and efficient hence the Board is of the opinion that his appointment as an Independent Director would be of great advantage to the Company. Mr. Ganesh Shenoy has registered his name in the Independent Directors’ Database and will answer the self-assessment proficiency test.

Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, following are the Key Managerial Personnel (KMP) of the Company during the Financial Year 20232024:

Sr. No.	Name of the KMP	Designation
1	*John Escolastico Silveira	Managing Director
2	Shalini Lobo	Chief Financial Officer
3	Puja Joshi	Company Secretary -cum-Compliance Officer and Key Managerial Personnel

*Note:

Re-appointed as a Managing Director for a period of two years with effect from 01.04.2023.

Details of remuneration drawn by the Key Managerial Personnel are mentioned in the Extract of the Annual Return in Form MGT-7.

Extract of Annual Return as per Section 92 (3)

As provided under Section 92(3) of the Companies Act, 2013 extract of the Annual Return in form MGT -7 is available on the Company''s website at URL:http://www.korefoods.in/sites/default/files/docs/Extract-of-Annual-Return-2024.pdf

Board and Committee Meetings

During the year under review, 4 Board Meetings, 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the composition of the Board and Committee Meetings and the number of meetings held during the year including the attendance of Board and members of the Committees are given in the Corporate Governance Report

All recommendations of the Audit Committee were accepted by the Board. Compliance of Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Internal Financial Control

The Company has an Internal Financial Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the internal control system with the Management, Internal Auditor and Statutory Auditors and the adequacy of internal audit functions, significant internal audit findings and follow up thereon.

Statutory Auditors

Company''s Statutory Auditors M/s. V. C. Shah & Co. (Firm Registration No.l09818W ) were appointed as statutory auditors for 5 years at the 39th Annual General Meeting held on 30th September, 2022 to hold office till the conclusion of Annual General Meeting to be held in the year 2027.

Statutory Auditors’ Observation

The report of the statutory auditors does not contain qualification or adverse remarks. The emphasis of matter in the Auditor''s Report has been explained in Note No. 26 to the annual accounts in the Annual Report. In case of Note 12 no provision has been made for interest

Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Ms. Girija Nagvekar (CP No. 10335 /Membership No. 10358), a Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year under review.

The Secretarial Audit Report is annexed herewith to the Annual Report as Annexure III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Frauds reported by the Auditors

During the year under review no instances of fraud was reported by the Statutory Auditors, Secretarial Auditor and Internal Auditor in the Company by its Officers or employees to the Audit Committee under the Companies Act, 2013.

CostAuditor

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Rules,2014.

Corporate Social Responsibility (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of the Companies Act, 2013 (hereinafter referred as ’the Act'') and the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the same is not applicable to the Company during the year under review.

Related Party Transactions

During the year under review, the Company has entered into transactions with related parties in the ordinary course of business and at arm’s length. The particulars of related party transactions entered during the year is provided in Form AOC-2 which is annexed to this report as Annexure VI.

Disclosure under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an anti- sexual harassment policy in line with the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is gender neutral. During the year under review, there were no complaints referred to ICC.

Vigil Meehanism/Whistle Blower Policy

The Company has a Vigil Mechanism/Whistle Blower Policy, the details of this are explained in the Corporate Governance Report.

Risk Management

The Company business is exposed to many internal and external risks and it has consequently put in place a robust risk management framework to identify and evaluate business risks and opportunities. The risk management process consists of risk identification, risk assessment and risk mitigation.

The Board periodically reviews the risk management plan for the Company including identification of elements of risks if any, which in the opinion of the Board may affect the operations of the Company.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy are stated in the Corporate Governance report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Section 134 (3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Directors'' Report for the year ended 31st March, 2024.

Conservation of Energy

Since the Company is not involved in any type of business activity the Energy conservation provision is not applicable to the company.

Technology Absorption

(i) The efforts made towards technology absorption - Not Applicable

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable

(hi) Expenditure incurred on Research & Development- Nil (iv) Imported technology during last 3 years - None Foreign Exchange Earnings and Outgo: Nil Public Deposits

During the financial year 2023-24, your Company had not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance and Deposits) Rules, 2014.

Particulars of Loans/Advances/Guarantees/Investments during the financial year

The Company has not given any loans/advances/guarantees and made investments during the year under review and hence provisions of Section 186 of the Companies Act, 2013 are not applicable.

Employee Remuneration

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of 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 forming part of this Reportas Annexure IV.

Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed during the year under review.

Significant and Material Orders passed by the Regulators or Courts

During the year of review there were no significant and material orders being passed by the regulatory or Court or Tribunal which can impact the going concern status of the Company.

Material changes and commitment, if any, affecting financial position of the Company

There was no occurrence of Material changes and commitment affecting the financial position of the Company during the year under review. The Company has no business and operating income.

Application/Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, neither any application was made nor is any proceedingpending under Insolvency and Bankruptcy Code, 2016.

Transfer to Investor Education and Protection Fund

During the year under review no amounts were required to be transferred to Investor Education and Protection Fund by the Company.

Employee Stock Option Scheme

The Company has no Employee Stock Option Scheme.

Awards & Recognition

The Company has not received any awards and recognitions during the year under review.

Acknowledgement

Your Directors place on record their appreciation for the continuing support and cooperation from all the stakeholders. The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board of Directors

Sayed Abbas (Chairman)

Place : Tivim, Goa DIN: 08057330

Date :28th May, 2024

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Mar 31, 2015

Dear Members,

The Directors of your company present their 32nd Annual Report together with the Audited Financial Statements for the year ended 31st March 2015

1. FINANCIAL HIGHLIGHT:

Rs. in Lacs Rs. in Lacs 2014-15 2013-14

Income from operations (Gross) 446.31 226.88

Other Income 9.93 25.19

Profit/(Loss) before Depreciation (146.12) (86.43)

and Tax

Depreciation for the year (128.88) (13.45)

Profit/(Loss )before Tax (275.00) (99.88)

Extraordinary Item

Impairment Written Back Nil 111.84

Profit/(Loss) after Tax (275.00) 11.96

Balance of profit/(Loss) brought forward (2494.22) (2506.18)

Balance of Profit/ (Loss) carried for (2769.22) (2494.22) forward to Balance Sheet

Earnings per share (Rs.) (2.36) 0.10

2. DIVIDEND

In view of the loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2014-15.

3. STATE OF COMPANY'S AFFAIRS

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report. - Annexure I.

4. CORPORATE GOVERNANCE

Report on Company's Corporate Governance is given under Corporate Governance as Annexure II and compliance certificate from auditors which forms part of this Annual Report.

The Company is in compliance with the requirements stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchange with regard to Corporate Governance.

5. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors, to the best of their knowledge and ability confirm that:

i) that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii) that the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended on that date;

iii) 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;

iv) that the Directors have prepared the annual accounts on a going concern basis.

v) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

8. DIRECTOR AND KEY MANAGERIAL PERSONNEL

On recommendation of the Nomination and Remuneration Committee the Board of Directors had appointed Mr. John Silveira as Chief Finance Officer with effect from 12th August 2014.

The Board had also appointed Miss. Pratika Shenvi Dessai as Company Secretary Designate & Compliance Officer with effect from 12" March 2014 who has resigned with effect from 31s March 2015.

The Board has appointed Mrs. Sharon Carvalho to be a women director as required by the Companies Act 2013 with effect from 12th August 2014.

The Board has appointed Mr. Pursram Padmanabhan as the Managing Director of the Company on 06th February 2014 with effect from 01st April 2014.

Mr Pursram Padmanabhan, Managing Director, Mr. John Silveira, Chief Financial Officer and Ms. Pratika Dessai, Company Secretary have been designated as Key Managerial Personnel in accordance with provisions of Section 203 (1) of the Companies Act, 2013.

Mr Kavas Patel by notice in writing addressed to the Board had expressed his desire to resign from the Board for personal reasons with effect from 04th February 2015. It is proposed that the vacancy so created on the Board of Directors of the Company, be not filled.

The Board places on record its deep appreciation of the valuable service rendered by Mr Kavas Patel during his tenure as a Director of the Company.

9. EXTRACT OF ANNUAL RETURN AS PER SECTION 92 (3)

As provided under section 92(3) of the Act, extract of the Annual Return in form MGT 9 is annexed herewith which forms part of the report.- Annexure MI.

10. MEETINGS

During the year 5 Board Meetings and 4 Audit Committee Meetings were convened and held. The details of the same are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. AUDIT COMMITTEE

The details of the composition of the Audit Committee are given in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board.

12. AUDITORS:

1. Statutory Auditors

M/s V. C. Shah & Co, Chartered Accountants (Registration Number: 109818W-10360), were appointed as Auditors of the Company to hold office till the conclusion of the 32nd Annual General Meeting. As required under the provisions of Section 139 & 141 of the Companies Act, 2013, the Company has received written consent from M/s V C Shah & Co., Chartered Accountants, proposed to be re-appointed as Auditors for one year i.e. upto conclusion of the 33rd Annual General Meeting of the Company, to the effect that their re-appointment if made, would be made in conformity with the limits specified in the said Section and they are not disqualified to be appointed as Auditors of the Company.

The Board has recommended to the Shareholders re-appointment of M/s V C Shah & Co., Chartered Accountants, as Auditors to hold office from the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting and to fix their remuneration.

The Auditor's Report of the statutory Auditor does not contain qualification or adverse remark. The Emphasis of Matter in the Auditor's Report has been explained in Note No.22 to the Annual Accounts in the Annual Report.

2. Secretarial Auditor

Pursuant to Section 204 of the Companies Act 2013, and The Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014 , the Company has appointed Mr. Bharat- Kumar Pomai (C.P No 12488/ Membership No.33397), a Practising Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith to the Annual Report - Annexure IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

3. Cost Auditor

The Company is not required to maintain cost records as per the Companies (Cost Records and Audit) Amendment Rules, 2014.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company does not fulfill the criteria for undertaking CSR activity under Section 135, of the Companies Act, 2013 (herein after referred as 'the Act') and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

14. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013

The Company has in place an Anti- Sexual Harassment policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. This policy is gender neutral. There were no complaints received during the financial year.

15. RISK MANAGEMENT

The Company business is exposed to many internal and external risks and it has consequently put in place a robust risk management framework to identify and evaluate business risks and opportunities.

The risk management process consists of risk identification, risk assessment and risk mitigation. The Board periodically reviews the risk management plan for the Company including identification of elements of risks if any which in the opinion of the Board may affect the operations of the Company.

16. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance report.

17. INTERNAL FINANCIAL CONTROL

The Company has an Internal Finance Control System, commensurate with the size, scale and complexity of its operations. The Audit Committee of the Board periodically reviews the internal control system with the Management, Internal Auditor and Statutory Auditor and the adequacy of internal audit functions significant internal audit findings and follow up thereon.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Section 134 (3)(M) of the Companies Act , 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014 is forming part of the Director's Report for the year ended 31st March, 2015.

A. Conservation of Energy :

Energy conservation is a continuous programme and the Company has laid emphasis on creating awareness amongst employees for optimizing operations and improving efficiency of machinery and equipment. Steps taken for energy conversion were - heat reflective paint, adoption of efficiency light fittings, adoption of efficiency pumps and motors and LED lamps for common areas. The measures taken by the Company have resulted in saving in energy consumption.

B. Technology Absorption :

1. Expenditure incurred on Research & Development - Nil

2. Imported technology during last 3 years - None

C. Foreign Exchange Earnings and Outgo : Nil

19. PUBLIC DEPOSITS

During the financial year 2014-15, your Company had not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance and Deposits) Rules, 2014.

Unclaimed fixed deposit amounting to Rs. 3.45 lacs has been paid by your Company by transferring the amount to Investor Education and Protection Fund (IEPF).

20. PARTICULARS OF LOANS / ADVANCES / INVESTMENTS OUTSTANDING DURING THE FINANCIAL YEAR

Company does not have any loans / advances / investments outstanding during the year and hence provisions of Section 186 of the Companies Act is not applicable.

21. EMPLOYEE REMUNERATION

The ratio of remuneration of each Director to the median employees remuneration and other details in terms of 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 forming part of this Report - Annexure V. Particulars of the employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company has received a notice of demand from Commercial tax Department of Government of Karnataka of Rs. 191.24 Lacs including interest of Rs. 121.36 Lacs on reversal of decision of the Karnataka High Court by the Supreme Court of India on applicability of commercial tax on photographic development activity by photo processing labs. The Company has not made any provisions for the same as it has approached through the Karnataka Photographic Association by representing before the Authorities for relief.

23. EMPLOYEE STOCK OPTION SCHEME

The Company has no Employee Stock Option Scheme.

24. AWARDS & RECOGNITION

Company has not received any awards and recognitions.

25. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the continuing support and co-operation from the customers, vendors, dealers, distributors, bankers, shareholders, Goa Industrial Development Corporation, State Industries Electricity and other Government departments.

The Directors also take this opportunity to thank the employees for their dedicated service throughout the year.

For and on behalf of the Board

Sadashiv V Shet (Chairman)

Place: Mapusa Date: 07/05/2015

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Mar 31, 2014

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2014.

2. Financial Results at a glance:

Rs. in Lacs Rs. in Lacs 2013-14 2012-13

Sales & Services 226.88 127.14

Other Income 25.19 105.58

Total Income 252.07 232.72

Expenses 351.95 284.92

Profit/(Loss) before Extraordinary (99.88) (52.20)

Item and Tax

Impairment Written Back 111.84 -

Profit/(Loss) before Tax 11.96 (52.20)

Tax Expenses

Profit/Loss for the year 11.96 (52.20)

Earning per share 0.10 (0.45)

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2013-14.

4. Management Discussion and Analysis Report:

i) Financial Results

Sales during the period amounted to Rs. 226.88 lacs compared to Rs. 127.14 lacs during the previous financial year. The other income mainly consisted of refunds and interest received on deposits.

The Profit for the year was Rs. 11.96 lacs.

ii) Operations & Restructuring

The Company''s efforts to restructure the business has been successful and the effort in the coming years will be to develop the food business.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure-II to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 10 nos. of fixed deposits amounting to Rs. 3.45 lacs which remained unclaimed as of 31st March, 2014. In respect of the unclaimed deposits, the Company has created fixed deposit by transferring the equivalent amount to a separate bank account. The unclaimed deposits are being paid out of the said bank account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri A Y Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re- appoinmentare placed foryourapproval.

9. Directors'' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2014 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

10. Qualifications in the Auditors''Report:

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended 31 st March 2014.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to clarify that various disputed statutory liabilities which are stated as Contigent Liabilities, the Company has submitted its appeals before adjudication/appellate authorities and is of the opinion that the matters will be decided in Company''s favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 141 of the Companies Act, 2013 confirming their eligibility fortheir reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy Chairman

Place: Mapusa, Goa Dated: 12th May, 2014

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Mar 31, 2013

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31st March, 2013.

2. Financial Results at a glance :

Rs. in Lacs Rs. in Lacs 20012-13 2011-12

Sales & Services 127.14 128.43

Other Income 105.58 31.38

232.72 159.82

Gross Operating Profit/(Loss) (52.20) (100.02)

Profit/(Loss) for the year (52.20) (100.02)

3. Dividend :

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2012-13.

4. Corporate Governance :

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure –I to this Report.

5. Conservation of Energy :

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo :

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure –II to this Report.

6. Fixed Deposits :

The Company did not accept any fixed deposits during the year.

There were 61 nos. of fixed deposits amounting to Rs. 10.33 lacs which remained unclaimed as of 31st March, 2013. In respect of unclaimed deposits, the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits are being paid out of the said Bank Account.

8. Directors :

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri Kavas D. Patel and Shri A. V. Gaikwad retire by rotation and are eligible for re- appointment. The resolutions pertaining to their re- appoinment are placed for approval.

9. Directors'' Responsibility Statement:

The Board of Directors of the Company confirm :

i. that in the preparation of the Annual Accounts the

applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

10. Qualifications in the Auditors'' Report :

There are no qualifications in the Auditors'' Report regarding audited Accounts for the year ended 31st March 2013.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under:

a) In respect of House Tax, the Company has received the demand notice only in August 2012 and the actual details of the claim are being ascertained. In respect of Gratuity the Company had funded the liability in respect of continuing employees. And in respect of ex-employees and employees transferred to other associate Companies, the Company is making the payments directly as mentioned in Note No. 21(5) of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company''s favour.

11. Auditors :

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1B) of the Companies Act, 1956 confirming their eligibility for their reappointment.

12. Particulars of the employees :

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation :

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy

Chairman

Place : Mapusa, Goa

Dated : 21st May, 2013

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Mar 31, 2012

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2012.

2. Financial Results at a glance:

Rs. In Lacs Rs. in Lacs 20011-12 2010-11

Sales & Services 128.43 119.24

Other Income 31.38 3.46

159.82 122.82

Gross Operating Profit/(Loss) (100.02) (213.87)

Profit/(Loss) for the year (100.02) (190.46)

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2011-12.

4. Management Discussion and Analysis Report:

i) Financial Results

Sales during the year were Rs. 128.43 lacs compared to Rs. 119.24 lacs during the previous financial year.

The loss for the year amounted to Rs. 100.02 lacs.

ii) Operations & Restructuring

The Company has been taking various initiatives and adopting different strategies for restructuring Company's business operations and particularly for ensuring steady development of Food Business, and the results are encouraging. One of the old issues i.e. settlement of redemption of Preference Shares, will hopefully be resolved during the coming year by negotiation and settlement, thereby completing the restructuring.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities and to minimise the risks of competition.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure -I I to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 62 nos. of fixed deposits amounting to Rs. 10.73 lacs which remained unclaimed as of 31st March, 2012. In respect of unclaimed deposits and interest the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits and interest are being paid out of the said Bank Account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri A. Y. Fazalbhoy and Shri Sadashiv V. Shet retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re-appointment are put for your approval.

The term of appointment of Shri K. D. Bhat as Managing Director came to an end on 31st March, 2012. He was appointed as Vice Chairman, and Shri B.S. Sridhara was appointed as the Managing Director with effect from 1st April, 2012. The Resolution pertaining to appoinment of Shri B. S. Sridhara is put up for your approval.

9. Directors' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

10. Qualifications in the Auditors' Report:

There are no qualifications in the Auditors' Report regarding audited Accounts for the year ended 31 st March 2012.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under;

a) In respect of Sales Tax, VAT, the Company has been able to make substantial payments during the current year. In respect of Gratuity the Company had funded the liability in respect of continuing employees and in respect of ex- employees and employees transferred to other associate Companies the Company is making the payments directly as mentioned in Note No. 21(4)of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company's favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion' of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of the Companies Act, 1956 for being eligible for their reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy

Chairman

Place: Mapusa, Goa

Dated: 25th May, 2012

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Mar 31, 2011

TO THE MEMBERS OF PHIL CORPORATION LIMITED

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2011.

2. Financial Results at a glance:

Rs. in Lacs Rs. in Lacs

20010-11 2009-10

Sales & Services 119.24 77.10

Other Income 45.66 145.90

164.91 223.00

Gross Operating Profit/(Loss) (150.39) (12.00)

Less: Interest - -

Depreciation 21.39 19.59

21.39 19.59

Proftt/(Loss) before Tax (171.79) (31.59)

Less: Tax Adjustment 41.12 -

Profitf(Loss) after Tax (212.91) (31.59)

Less: Extraordinary Items 403.38 -

Balance 190.46 (31.59)

Add: Balance brought forward (2544.42) (2512.83)

Balance (Loss) carried to (2353.95) (2544.42)

Balance Sheet

3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2010-11.

4. Management Discussion and Analysis Report:

I) Financial Results

Sales during the year were Rs. 119.24 lacs compared to Rs. 77.10 lacs during the previous financial year. The other income mainly consisted of the profit from sale of fixed assets

The extraordinary item of provision written back is in respect of provision for sales tax / customs duty as mentioned in the Notes to Accounts.

After taking into account the extraordinary item and after adjustment of brought forward losses, the amount of loss carried to the balance sheet is Rs. 2353.95 lacs.

ii) Operations & Restructuring

The Company had taken various initiatives and adopted different strategies for restructuring Company's business operations and particularly for ensuring steady development of Food Business, and the results are encouraging. Some of the old issues like settlement of redemption of Preference Shares, etc, will hopefully be resolved during the coming years, thereby completing the restructuring.

iii) Risks and Concerns

Infusing funds for development of business and suitably managing the same, would be required to exploit fully the available opportunities and to minimise the risks of competition.

iv) Internal Control and Systems

The Company has an adequate internal control system to review the risks and control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure-I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure -II to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 64 nos. of fixed deposits amounting to Rs. 10.83 lacs which remained unclaimed as of 31st March, 2011. In respect of unclaimed deposits and interest the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits and interest are being paid out of the said Bank Account.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri Kavas D. Patel and Shri A.V. Gaikwad retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re-appointment are put for your approval.

Shri S. V. Muzumdar and Shri John B. Bowman resigned on account of their ill health. In the casual vacancies caused by resignations of these two Directors Dr. J. C.Almeida and Shri Sadashiv V. Shet were appointed as Independent Directors liable to retire by rotation.

9. Directors' Responsibility Statement:

The Board of Directors of the Company confirm:

i. that in the preparation of the Annual Accounts the applicable Accounting Standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the operating loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

10. Qualifications in the Auditors' Report:

There are no qualifications in the Auditors' Report regarding audited Accounts for the year ended March 31,2011.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under:

a) In respect of Sales Tax, VAT, the Company will be able to make the payments during the current year. In respect of Gratuity the Company had fully funded the liability in respect of continuing employees and in respect of ex-employees and employees transferred to other associate Companies, the Company is making the payments directly as mentioned in Note No. 5 of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Company's favour.

11. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of the Companies Act, 1956 for being eligible for their reappointment.

12. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

13. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors

A. Y. Fazalbhoy Chairman

Place: Mapusa, Goa Dated: 21st June, 2011

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Mar 31, 2010

1. The Directors present herewith the Annual Report along with the audited Accounts of the Company for the financial year ended 31 st March, 2010i

2. Financial Results at a glance:

Rs. in Lacs Rs. in Lacs

2009-10 2008-09

Sales & Services 77.10 57.45

Other Income 145.90 285.58

223.00 343.03

Gross Operating Profit/(Loss) (12.00) (64.53)

Less: Interest - 0.23

Depreciation 19.59 19.62

19.59 19.85

Profit/(Loss) before Tax (31.59) (84.38)

Less: Provision for Taxation

Current Tax

Fringe Benefit Tax - 2.21

Profit/(Loss)afterTax (31.59) (86.59)

Less: Extraordinary Items - 562.71

Balance (31.59) 476.12

Add: Balance brought forward (2,512.83) (2,988.95)

Balance (Loss) carried to (2,544.42) (2,512.83)

Balance Sheet



3. Dividend:

In view of the operating cash loss made during the year and the accumulated losses, the Directors do not recommend any dividend for the financial year 2009-10.

4. Management Discussion and Analysis Report:

i) Financial Results

Sales during the year were Rs. 77.10 lacs compared to Rs. 57.45 lacs during the previous financial year. The other income mainly consisted of the profits from sale of assets; sale of scrap and sundry credit / debit balances written back for both the years. During the year some of the assets were sold and proportionate adjustment in the impairment loss provided in the earlier years was made and the balance provision of impairment loss of Rs. 518.82 lacs is being carried forward.

After taking into account the Other Income the loss for year was Rs. 31.59 lacs as compared to Rs. 86.59 lacs during the previous year.

ii) Operations & Restructuring

The initiatives taken by the Company in restructuring of operations of business particularly with focus on Food Business are showing signs of improvement. Food procesdrig in general is a promising business and the strategies being followed by the Company are for steady development of this business. As a part of financial restructuring Amalgamation of whoHy owned Subsidiary GoKhatak Enterprises Ltd. has been completed. Some of the old issues like settlement of redemption of Preference Shares etc. will hopefully be resolved during the next couple of years and the restructuring will thus be • completed.

iii) Risks and Concerns

The development of the business will require new funds and management in order to take advantage of opportunities and minimise the risks of competition!

iv) Internal Control and Systems

The Company has maintained a core staff to complete the outstanding financial and restructuring issues. The system of internal control is oriented to review the risks, control measures, maintenance of proper accounting records and reliability of information and data.

5. Corporate Governance:

The Company has complied with the Corporate Governance requirements as per the Listing Agreement. Report on compliance with Corporate Governance and certificate from Auditors are given as Annexure -I to this Report.

6. Conservation of Energy:

Conservation of Energy, Technology Absorption & , Foreign Exchange Earnings and Outgo:

The details required under the Companies (Disclosure of particulars in the Report of Directors) Rules, 1988 are given in Annexure -II to this Report.

7. Fixed Deposits:

The Company did not accept any fixed deposits during the year.

There were 64 nos. of fixed deposits amounting to Rs. 10.83 lacs which remained unclaimed as of 31st March, 2010. In respect of unclaimed deposits and interest the Company has created Liquid Asset by transferring the equivalent amount to a separate Bank Account. The unclaimed deposits and interest are being paid out of the said BankAccount.

8. Directors:

In accordance with the provisions of the Companies Act, 1956 and Article 134 of the Articles of Association of the Company, Shri A. Y. Fazalbhoy and Shri S.V. Muzumdar retire by rotation and are eligible for re-appointment. The resolutions pertaining to their re-appointment are put for your approval.

9. Directors Responsibility Statements:

The Board of Directors of the Company confirm:

i. that in the preparation of the annual accounts the applicable accounting standards have been followed and there has been no material departure;

ii. that the selected accounting policies were applied consistently and the Directors made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the loss of the Company for the year ended on that date;

iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the annual accounts on a going concern basis.

10. Qualifications In the Auditors Report:

There are no qualifications in the Auditors Report regarding audited Accounts for the year ended March 31,2010.

The Auditors have made certain comments and observations in their report in respect of non- payment of undisputed and disputed statutory dues. In respect of these matters we have to state and clarify as under:

a) In respect of Sales Tax, VAT, the Company will be able to make the payments during the current year. In respect of Gratuity the Company had fully funded the liability in respect of continuing employees and in respect of ex-employees and employees transferred to other associate Companies, the Company is making the payments directly as mentioned in Note No. 5 of Notes to Accounts.

b) As regards various disputed statutory liabilities stated as Contingent Liabilities the Company has submitted its appeals before adjudication /appellate authorities and is of the opinion that the matters will be decided in Companys favour.

11. Merger of GEL with the Company:

GoKhatak Enterprises Ltd., (GEL), which was a wholly owned subsidiary of the Company had to discontinue its operations due to withdrawal of Konica Minolta from photographic business as its business was that of running of Konica Photo Expressoutlets.

The Company had submitted its applications and filed Petitions under the provisions of Section 391 to 394 of the Company Act, 1956 for the merger of GEL, with the Company. The Amalgamation Scheme submitted to the High Court of Bombay, at Goa has been approved by the Honble High Court as per its Orders passed on 6th August, 201b. The Audited Accounts for the financial year ended March 31,2010 are therefore reflecting the financial position of the Company after giving effect to the merger of GEL with Phil Corporation Limited.

12. Voluntary Delisting of shares on NSE:

The Company had submitted application for voluntary delisting of its Equity Shares on NSE as a measure of economy under delisting guidelines. The members of the Company had also approved the voluntary delisting as per the Resolution passed at the 26th Annual General Meeting held on 25th September, 2009. The Company has received approval from NSE for delisting of Equity Shares on NSE. The listing of Companys Securities on the Bombay Stock Exchange Ltd. will be continued.

13. Auditors:

The members will be appointing the Auditors for the next financial year and to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting and fixing their remuneration. The Company has received a Certificate from M/s. V. C. Shah & Co., Chartered Accountants, Mumbai, under Section 224(1 B) of the Companies Act, 1956 for being eligible fortheir reappointment.

14. Particulars of the employees:

Particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 are not applicable as the Company did not have any employee drawing remuneration in excess of the sums prescribed.

15. Appreciation:

The Directors place on record their appreciation of the excellent contribution made by the employees of the Company at all levels.

For and on behalf of Board of Directors



A. Y. Fazalbhoy Chairman

Place: Mumbai

Dated .August 31, 2010