NOTICE OF ANNUAL GENERAL MEETING

Regd. / Corp. Office : Pinnacle Business Tower, 10 Floor, Shooting Range Road, Surajkund, Faridabad, (Haryana)-121001 CIN : L52110HR1989PLC070351, Tel: +91-129-424 2222, Fax : +91-129-424 2233 Email: info@kohinoorfoods.in, Website: www.kohinoorfoods.in NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given at e Twenty Nin Annual General Meeting of Kohinoor Foods Limited will be held at 11:00 A.M. on Friday, e 28 day of September, 2018, at Magpie Touri Complex (a unit of Haryana Tourism Corporation Limited), Main Maura Road, Sector 16A, Faridabad, Haryana- 121002, to transact e following businesses: ORDINARY BUSINESS: Item No. 1 Adoption of Financial Statements To receive, consider and adopt: a) The Audited Standalone Financial Statements of e Company for e Financial Year ended March 31, 2018, e Reports of e Board of Directors and e Auditors ereon and b) The Audited Consolidated Financial Statements of e Company for e Financial Year ended March 31, 2018 and e report ofauditors ereon. Item No. 2 Appointment of Director To Appoint a Director in place of Mr. Jugal Kishore Arora (holding DIN 00010704) who retires by rotation and being eligible offers himself for re-appointment. Item No. 3 Appointment of Auditors To re-appoint M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, New Delhi (Firm Regiration No. 016379N), as Statutory Auditors of e Company for anoer term of five consecutive years to hold office from e conclusion of is Annual General Meeting, till e conclusion of FifAnnual General Meeting to be held in e year 2023, on such remuneration plus out-of-pocket expenses etc., as may be mutually agreed between e Board of Directors of e Company and e Auditors. In is regard to consider and if ought fit to pass wi or wiout modification(s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 139, 142 of e Companies Act, 2013 and e Rules made ereunder, M/s Rajender Kumar Singal & Associates LLP, Chartered Accountants, New Delhi (Firm Regiration No. 016379N), be and are hereby re-appointed as Statutory Auditors of e Company to hold office from e conclusion of is Annual General Meeting, till e conclusion of Fif Annual General Meeting to be held in e year 2023, on such remuneration plus out-of-pocket expenses etc., as may be mutually agreed between e Board of Directors of e Company and eauditors. SPECIAL BUSINESS Item No. 4 To Ratify e Remuneration of e Co Auditors for e year ending 31 March, 2019. To consider and if ought fit, to pass, wi or wiout modification (s), e following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to e provisions of Section 148 and all oer applicable provisions of e CompaniesAct, 2013 and Companies (Audit and Auditors) Rules, 2014 (including any atutory modification(s) or re-enactment ereof, for e time being in force), consent of e shareholders be and is hereby accorded to approve e remuneration payable to M/s Cheena & Associates, Co Accountant Firm, appointed by e Board of Directors of e Company, to conduct e audit of e co records of e Company, for e financial year 2018-19, at a remuneration amounting to Rs. 1,50,000/-( Rupees One Lakh Fifty Thousand Only) per annum plus tax as applicable and reimbursement of out of pocket expenses incurred by em in connection wi e aforesaid audit, as recommended by e Audit Committee and approved by e Board of Directors of e Company. RESOLVED FURTHER THAT e Board of Directors of e Company be and is hereby auorized to do all acts and take all such eps as may be necessary, proper or expedient to give effect to is resolution. 1

Item No. 5. To continue appointment of Mr. Vijay Burman (DIN: 00013710), as Non-Executive Independent Director of e company. To consider and, if ought fit, to pass wi or wiout modification (s), e following resolution as a Special Resolution: RESOLVED THAT pursuant to e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, as amended from time to time, e Articles of Association of e Company and on e approval of e Nomination and Remuneration Committee and e Board of e Directors of e Company ( Board ) approval of e Members by way of special resolution be and is hereby accorded for continuation of directorship of Mr. Vijay Burman holding DIN: 00013710 as Non-Executive Independent Director, who has attained e age of 75 (Seventy Five) years for remaining tenure. Mr. Vijay Burman was appointed as an Independent Director for a period of five years approved by e members vide e ordinary resolution dated 29 September, 2016, passed at e 27 Annual General Meeting of e Company. RESOLVED FURTHER THAT e Board be and is hereby auorised to take all eps necessary to give effect to e aforesaid resolution, if necessary, also delegate all or any of e powers herein conferred, to any Director(s) or Company Secretary or any oer Officer(s) /Auorised Representative (s) of e Company to give effect to e aforesaid resolution (s). Place: Faridabad Date: 14.08.2018 NOTES: By Order of e Board For Kohinoor Foods Limited Sd/- Rama Kant Company Secretary and GM (Legal) 1. The relevant Explanatory atement pursuant to Section 102 of e Companies Act, 2013 in respect of e Special Businesses specified above is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND TO VOTE ON A POLL INSTEAD OF HIMSELF/HERSELF AND A PROXY NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in e aggregate not more an ten percent of e total share capital of e Company. PROXIES IN ORDER TO BE VALID MUST BE RECEIVED BY THE COMPANY AT THE REGISTERED OFFICE ADDRESS NOT LESS THAN 48 HOURS BEFORE THE SCHEDULED TIME OF THE MEETING. A proxy form in MGT 11 as required under e Companies Act, 2013 is attached. 3. Corporate Members intending to send eir auorized representatives to attend e meeting are requeed to send a certified copy of e Board Resolution auorizing eir representatives to attend and vote at e Meeting, on eir behalf. 4. The Regier of Members and Transfer Books of e nd Company will remain close from 22 September, 2018 to 28 September, 2018 (bo days inclusive) in connection wi eannual General Meeting. 5. Brief resume of Directors including ose proposed to be appointed/ reappointed as required under e Companies Act, 2013 and SEBI (LODR), Regulations 2015, are provided in e Corporate Governance Report forming part of eannual Report and under e notice of eagm. 6. Members and proxy holders are requeed to bring eir copies ofannual Report to e Meeting. 7. Entry in e Meeting Hall shall be rictly rericted to Members/Valid Proxies only, carrying eattendance Slip. 8. Members holding shares in dematerialized form are requeed to intimate all changes pertaining to eir bank details, nominations, power of attorney, change of address, change of name and e-mail address, Permanent Account Number (PAN) etc. to eir Depository Participant 2

only and not to e Company's Regirar and Share TransferAgent, Skyline Financial Services Pvt. Ltd. (RTA). The changes intimated to e Depository Participants will en be automatically reflected in e Company's records which will help e Company and Regirar and Share Transfer Agent to provide efficient and better services. Members holding shares in physical form are requeed to intimate such changes to Skyline Financial Services Pvt. Ltd., having office at D-153A, Fir Floor, Okhla Indurial Area, Phase-I, New Delhi-110020. 9. As per SEBI circular No. SEBI/HO/MIRSD/DOP1/CIR/P/ 2018/73 dated April 20, 2018, e shareholders holding securities in Physical form and has not updated PAN No., Bank Details, Email Id and Mobile No / Telephone No. shall furnish self-atteed copy of PAN Card and original cancelled Name printed Cheque falling which copy of Bank Passbook / Statement atteed by e Bank along wi all e desired details to e Company`s Regirar & Share Transfer Agent (RTA), M/s SKYLINE FINANCIAL SERVICES PRIVATE LIMITED at D-153A, I Floor, Okhla Indurial Area, Phase-I, New Delhi 110 020, wiout any furer delay. 10. Members holding shares in physical form are requeed to consider converting eir holding to dematerialized form to eliminate all risks associated wi physical shares and for ease in portfolio management. Members can contact e Company or Skyline Financial Services Pvt. Ltd., for assiance in is regard. 11. Members who hold shares in physical form in multiple form in multiple folios in identical names or joint holding in e same order of names are requeed to send e share certificates to RTA, for consolidation into single folio. 12. Members who wish to obtain any information on e Company or view e accounts for e Financial Year ended 31 March, 2018, may visit e Company's corporate website www.kohinoorfoods.in or may reque e Company for sending e Annual Report. The Members are requeed to write eir query(ies), if any, on e accounts and operations of e Company at lea 7 days before e Annual General Meeting of e Company, to e Company Secretary at e Regiered Office of e Company to keep e information ready at e meeting. 13. Members who have not regiered eir e-mail addresses so far are requeed to regier eir e-mail address wi depository for receiving all communication including Annual Report, Notices, Circulars, etc. of e Company electronically. 14. Details as required in sub-regulation (3) of Regulation 36 of e Liing Regulations in respect of e Directors seeking appointment/re-appointment at e Annual General Meeting, forms integral part of e notice. Requisite declarations have been received from e Directors for eir appointment/ re-appointment. 15. Pursuant to e provisions of Section 205 A(5) and 205 C of e Companies Act, 1956, e Company has transferred e unpaid or unclaimed dividends (remaining unpaid/ unclaimed for a period of 7 (Seven) years from e due date), to e Inveor Education and Protection Fund (e IEPF) eablished by e Central Government. Pursuant to e provisions of Inveor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amounts lying wi Companies) Rules, 2012, e Company has uploaded e details of unpaid and unclaimed amounts lying wi e Company as on September 29, 2014, on e website of e Company (www.kohinoorfoods.in), and also on e website of e Miniry of CorporateAffairs. 16. Pursuant to Section 101 of e Companies Act, 2013, and rules made ereunder, Electronic Copy of Notice of 29 Annual General Meeting of e Company inter alia indicating e process and manner of e-voting along wi Annual Report, Attendance Slip and Proxy Form is being sent to all members rough an electronic mode on eir regiered email IDs unless any member has requeed for a hard copy of e same. For e members who have not regiered eir email addresses, physical copies of e Notice of e 29 Annual General Meeting of e Company inter alia indicating e process and manner of e-voting along wi Annual Report, Attendance Slip and Proxy Form is being sent in e permitted mode. 3

17. Members may also note at e Notice of 29 Annual General Meeting of e Company and e Annual Report for 2017-18 will also be available on e Company's website www.kohinoorfoods.in for download. The Physical copies of e aforesaid documents will also be available at e Company's Regiered / Corporate Office for inspection between 10:00 am to 1:00 pm from Monday to Friday. Even after regiering for e-communication, members are entitled to receive such communication in physical form, upon making a reque for e same, by po free of co. For any Communication, e shareholder may also send reque to e Company's inveor email id: inveors@kohinoorfoods.in 18. Voting rough electronic means: In compliance wi e provisions of Section 108 of e Act and e Rules framed ereunder, e Members are provided wi e facility to ca eir vote electronically, rough e e-voting services provided by NSDL, on all resolutions set for in is Notice. The procedure to login to e-voting website is given below: 1. Open e PDF file e-voting.pdf, received by you at your regiered e-mail id, giving your Client ID (in case you are holding shares in demat mode) or Folio No. (in case you are holding shares in physical mode) as password, which contains your User ID and Password for e-voting. Please note at e password is an initial password. 2. Launch internet browser by typing e URL https:// www.evoting.nsdl.com / Click on Shareholder - Login. 3. Put User ID and password as initial password noted in ep (1) above and Click Login. 4. Password Change Menu appears. Change e password wi new password of your choice wi minimum 8 digits/characters or combination ereof. 5. Home page of e-voting opens. Click on e-voting: Active Voting Cycles. 6. Select EVEN of (KOHINOOR FOODS LIMITED). Members can ca eir vote online from September 25, 2018 (9:00 am) till September 27, 2018 (5:00 pm) (bo days inclusive) Note: e-voting shall not be allowed beyond said time. 7. Now you are ready for e-voting as Ca Vote page opens. 8. Ca your vote by selecting appropriate option and click on Submit and also Confirm, when prompted. 9. Initutional shareholders (i.e., oer an Individuals, HUF, NRI etc.) are also required to send scanned copy (PDF/JPG Format) of e relevant Board Resolution/ Auority Letter etc. togeer wi atteed specimen signature of e duly auorized signatory(ies) who are auorized to vote, to e Scrutinizer rough e-mail (vinod.aggarwalcs@gmail.com) wi a copy marked to evoting@nsdl.co.in. Oer Inructions: I. The Company is providing to e member facility to ca eir vote by electronic means. Shareholders of e company holding shares eier in physical form or in dematerialized form, as on date of cut-off-date (Record date), 21 September, 2018. The shareholders not caing eir vote electronically shall be allowed to ca eir vote at eannual General Meeting. II. In case of any queries you may refer to e Frequently Asked Queions (FAQs) for shareholders and e-voting user manual for shareholders available at e Downloads section of www.evoting.nsdl.com III. If you are already regiered wi NSDL for e-voting en you can use your exiing user ID and Password/PIN for caing your vote. IV. You can also update your mobile number and e-mail id in e user profile details of e folio which may be used for sending future communication(s). V. Mr. Vinod Aggarwal Practicing Company Secretary (having CP No.8816 and Membership No.FCS 8007), has been appointed as e Scrutinizer to scrutinize e e- voting process in a fair and transparent manner. 4

VI. The Scrutinizer shall, wiin a period not exceeding ree working days from e conclusion of e e-voting period, unblock e votes in e presence of at lea two witnesses not in e employment of e Company and make a Scrutinizer's Report of e votes ca in favour or again, if any, forwi to e Chairman of e Company. VII. A Member can opt for only one mode of voting i.e. eier rough e-voting or by Ballot (available at e AGM Venue). If a Member cas votes by bo modes, en voting done rough e-voting shall prevail and Ballot shall be treated as invalid. VIII. The Result shall be declared on or after e AGM of e Company. The results declared along wi e Scrutinizer's Report shall be placed on e Company's website www.kohinoorfoods.in and on e website of NSDL www.evoting.nsdl.com wiin two days of e passing of e resolutions at e Twenty-Nin AGM of e Company on September 28, 2018 and communicated to bo Stock Exchanges, BSE Limited and National Stock Exchange of India Limited, where e shares of e Company are lied. 19. A route map of e venue of e meeting is enclosed. STATEMENTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 {EXPLANATORY STATEMENT} Item No. 4 The Board, on e recommendation of e Audit Committee has approved e remuneration of M/s Cheena & Associates, Co Accountant Firm to conduct e audit of e co records of e Company for e financial year ending on March 31, 2019, at e remuneration of Rs. 150,000/- (Rupee one lakh Fifty ousand only) per annum plus tax as applicable plus out of pocket expenses. In accordance wi e provisions of Section 148 of e Companies Act, 2013, read wi e Companies (Audit and Auditors) Rules, 2014, e remuneration payable to e Co Auditor has to be ratified by e Shareholder of e Company. Accordingly consent of member is sought for passing an Ordinary Resolution as set out in item No. 4 of e notice for e ratification of e remuneration payable to e Co Auditor for e financial year ending March 31, 2019. None of e Director / Key Managerial Personnel of e Company/ eir relatives are, in any way, concerned or intereed, financial or oerwise, in e resolution set out at item no.4 of e notice. The Board recommends e Ordinary Resolution set out at item no.4 of e Notice for approval by e Shareholders. Item No. 5 In pursuance to e provisions of e Companies Act, 2013 read wi rules made ereunder and e Securities and Exchange Board of India (Liing Obligations and Disclosure Requirements) Regulations, 2015 SEBI (LODR), e Board of Directors at its meeting held on 12 Augu, 2016 appointed Mr. Vijay Burman (DIN No. 00013710) as Non-Executive Independent Director of e Company for a period of five years w.e.f. 1 April, 2016, approved by e members at 27 Annual General Meeting of e Company held on 29 September, 2016, by way of an Ordinary Resolution. SEBI vide its notification dated 10 May, 2018 has amended e SEBI (LODR) and, inter-alia, has inserted new Regulation 17(1A) which mandates at no lied entity shall appoint a person or continue e directorship of any person as a Non- Executive Director who has attained e age of 75 (Seventy Five) years unless a Special Resolution is passed to at effect by e members of e Company. This requirement shall be effective from 1 April, 2019. As Mr. Vijay Burman has attained e age of 75 (Seventy Five) years, accordingly, in view of e above amendment in e SEBI Liing Regulations, it has become imperative for e Company to seek members approval by way of a special resolution on or before 1 April, 2019, to continue his directorship as an Independent Director for remaining terms, in terms of provisions of eact and e SEBI (LODR). Keeping in view at Mr Vijay Burman have rich and varied experience in e field of finance and banking and have been associated wi e Company over a long period of time and 5

contributes effectively in e deliberations of e Board and Committee Meetings, it would be in e intere of e Company to continue e directorship of Mr. Vijay Burman as a Non-Executive Independent Director for remaining terms. Furer, while evaluating e performance, e Nomination and Remuneration Committee of e Company and e Board has expressed eir satisfaction on e same. The Nomination and Remuneration Committee at its meeting held on 14 Augu, 2018 has considered and approved eir continuation as an Independent Director till e expiry of eir present tenure and has recommended e same for e consideration and approval of e Board of Directors of e Company. Mr. Vijay Burman fulfills e criteria of appointment as an Independent Directors under section 149(6) of e Companies Act and Regulation 25 of e SEBI Liing Regulations and has provided requisite declarations. Also, e Board may recall at while evaluating eir performance, e Nomination and Remuneration Committee of e Company and e Board has expressed e satisfaction on e same. A brief profile of Mr. Vijay Burman is included as annexure to e Notice. The Board recommends e special resolution set for in Item No. 5 for e approval of e Members. None of e Directors, Key Managerial Personnel and relatives of such persons except Mr. Vijay Burman to whom e resolution relates, is in any way, concerned or intereed, financial or oerwise, in e resolution. Profile of Directors retiring by rotation / seeking Appointment / Re-appointment in e Annual General Meeting to be held on September 28, 2018, pursuant to Regulation 36 of e SEBI (Liing Obligations and Disclosure Requirements) Regulations, 2015 and oer applicable requirements: Name of Director Mr. Jugal Kishore Arora Mr. Vijay Burman DIN No. 00010704 00013710 Date of Bir / Age 11 October, 09 April, 1943 / 75 years 1932 / 86 years Date of Fir Appointment 26 July, 1989 15 March, 2001 Expertise in specific Businessman Businessman General Functional area Qualification Graduation Graduation Shareholding in e 60,43,484 Nil Company as on 31 March, 2018 No. of Board meetings 6 6 attended during FY17-18 Li of outside Directorships 1. Sachdeva Broers Nil held (Public Limited and Private Limited Subsidiary Companies) 2. Kohinoor Foods USA Inc. 3. Indo European Foods Ltd. UK Chairman / Member of e Nil Audit Committee of e Board of Directors of e Company Committee Chairman Nomination and Remuneration Committee Chairman Stakeholders Relationship Committeea) Chairman Chairman / Member of e Committee of Directors of oer Public Limited Companies in which he / she is a Director Audit Committee Nil Nil b) Stakeholder Nil Nil Committee Place: Faridabad Date: 14.08.2018 By Order of e Board For Kohinoor Foods Limited Sd/- Rama Kant Company Secretary and GM (Legal) Note: Pursuant to Regulation 26 of SEBI (LODR), 2015, only two Committees viz. Audit Committee and Stakeholders Committee have been considered. Place: Faridabad Date: 14.08.2018 By Order of e Board For Kohinoor Foods Limited Sd/- Rama Kant CompanySecretaryandGM(Legal) 6

Magpie Touri Complex (a unit of Haryana Tourism Corporation Limited), Main Maura Road, Sector 16A, Faridabad, Haryana-121002 7