Equity Analysis

To,

The Members,

Ahmedabad.

Your Directors have pleasure in presenting herewith the 38^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March, 2023.

The Company has earned Revenue from Operations of 93,009.14 lacs during the year ended on 31^st March, 2023 as against

54,749.73 lacs earned during the previous year ended on 31^st March, 2022 giving a raise of 69.88 % as compared to previous year.

After adding thereto, the other income of 1203.56 lakhs earned by the Company, the Company has earned total income of 94212.70 lakhs during the year under review. The Company has incurred total expenses of 93352.95 lakhs including Finance cost of 134.05 lakhs and Depreciation and Amortization expenses of 1107.06 lakhs, during the year under review.

The Company has incurred profit before Tax of 859.75 lacs during the year under review as compared to profit of 300.11 lacs incurred during the previous year ended on 31^st March, 2022.

The Directors have recommended dividend of 1.50 per share (@15.00 %) on 8,62,668 Equity Shares of 10/- each of the Company for the Financial Year ended on 31^st March, 2023. If approved, the Dividend will be paid with deduction of tax at source to the shareholders as applicable.

The Company has not transferred any amount to General Reserve during the year under review.

To ensure maximum visibility in terms of marketing, we spend on an optimal mix of above the line (ATL) and below the line (BTL) activities. We utilize various communication touch points like TV, Print, Digital, Retail activity, OOH Point of purchase (POP), Point of Sales (POS) etc. to get the brand message across. This year we have taken a giant leap into the field of advertising and marketing, Vadilal had a noticeable presence on TV with their prime property advertising for all the concerned Trade & Consumers along with a huge fan base specifically young Indians to consume. Vadilal extensively promoted its newly launched Gourmet Natural ice creams & new launched products on TV as well as on Digital platforms. All of the above makes Vadilal the largest marketing investment company in Ice cream segment in competition with others players.

However, the advertising budgets are skewed more towards 360* media mix as we have a nationwide reach now. Apart from traditional media platforms, we also enjoy commendable brand presence and preference in the digital space that cater to the youth and all class and society. This year we spearheaded social media led campaigns to engage with the young consumer.

On the sales promotions front, we constantly engage our trade patrons through various schemes and offers. Vadilal also invests in consumer promotional activities from time to time. We are expecting to yield good results this year as we have been very calculative in pumping our assets into the market for the expansion of our business.

We are marching towards 1,250 crores INR sales turnover by 2024 with strategic business planning & product innovation with extensive distribution with complete marketing efforts. Yet, the overall vision of the company remains the same, that is to increase the consumption of ice-cream at the national level supported by appropriate promotion and communication strategies.

Vadilal with its decades of expertise and experience, the ever-enhancing business strategies and a bold approach towards competition will keep supplying momentum to the brand's growth in the years to come.

During the year under review, the company has been Sanctioned various credit facilities (Working Capital, Term Loan, GECL Loan) from CSB Bank Ltd. total amounting to 19.94 Crore and fully repaid facility from Bank of India.

Company has also repaid the term loan of Tata Capital Financial Services Ltd. against deep freezers machine. Company has made regular repayment of Loan & Interest thereon and there is no any overdue payment to Banks and Fis.

Based on the financial performance of previous year i.e. 2021-22, India ratings & Research Pvt. Ltd. has rated the Long term borrowing & Fund Based Working Capital Facility as BBB+/ Stable and Non fund based facility is rated as A2 vide its letter dated 07.10.2022.

During the financial year 2022-2023, the Company has deposited unclaimed/ unpaid dividend amount for the F.Y 2014-15 of 37,861/- to Investor Education and Protection Fund - IEPF.

During the year under review, the Company has not transferred any amount for the unclaimed interest on Fixed Deposit and Mature deposit to Investors' Education and Protection Fund.

During the Financial year 2022-2023, the Company has transferred 2,053 shares to Investor Education and Protection Fund

DETAILS OF DEPOSITS: a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, are as under :

b. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits. c. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter – V of the Companies Act, 2013.

As on 31^st March, 2023, the Company does not have any subsidiary, joint venture or associate Company and hence, the Company is not required to attach the Consolidated Financial Statements alongwith its Financial Statement, in terms of provisions of Section 129(3) read with Schedule – III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards.

During the year under review, none of the companies have become or ceased to be Company's subsidiaries, associates or joint ventures.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

The provisions related to compliance with Corporate Governance of as mentioned in Regulation 16(2) of Chapter – IV of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 ("SEBI-LODR") are not applicable to the Company since the share capital of the company does not exceed 10.00 Crores and the net-worth of the Company does not exceed 25 Crores, as per the last audited Balance sheet of the Company.

However, being a Listed Company, the Company has always taken necessary measures to adhere to the best governance practices and norms.

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm : (a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) The directors had selected such accounting policies and applied them consistently and 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 at the end of the financial year and of the profit and loss of the company for that period; (c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) The directors had prepared the annual accounts on a going concern basis; (e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on company's website at https://vadilalgroup.com/?pageRS.id=944

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure – A in the prescribed Form – AOC-2 and the same forms part of this report. All related party transactions are placed before the Audit Committee and the Board of the Company for review and approval.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website viz. www.vadilalgroup.com.

Your Directors draw attention of the members to Note – 40 to the financial statement which sets out related party transactions.

As on 31^st March, 2023, the Board of the Company comprises the following Directors:

As on 31^st March, 2023, the Key Managerial personal of the Company are as follows:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mrs. Mamta Rajeshkumar Gandhi (DIN: 00674579) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment. The Members are requested to consider her re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.

The brief resume/details relating to Mamta Rajeshkumar Gandhi is furnished in the Notice of the Annual General Meeting. During the Financial Year 22-23 below changes in the board and Key Managerial personal :

I. Mr. Vishal K Sondagar Company Secretary and Compliance officer of the Company resigned from the post w.e.f. 10^th August, 2022 & Mr. Ashish Thaker has been appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th August, 2022.

After the closure of financial year 22-23 below changes in the board and Key Managerial personal:

I. The appointment of Mr. Rajesh R. Gandhi as a Managing Director of the Company designated as a "Chairman & Managing Director" for a period of five years effective from August 9, 2023 subject to approval of the Members at ensuing General Meeting.

II. The appointment of Mr. Devanshu L. Gandhi as a Managing Director of the Company for a period of five years effective on August 9, 2023 subject to approval of the Members at ensuing General Meeting.

III. Mr. kamal Varma has resigned from his position of Chief Executive Officer with effect from closing hours of 01^st September, 2023. IV. Mr. Ranaveersinh Raol has resigned from his position of Chief Executive Officer with effect from closing hours of 01^st September, 2023.

Total 7 meetings of the Board of Directors were held during the year details of dates and their attendance is as follows: Board meeting were held on 28.05.2022, 10.08.2022, 26.08.2022, 11.11.2022, 09.12.2022, 07.02.2023 and 22.03.2023

The details of various committees of Directors constituted under various provisions of Companies Act, 2013 and Rules made thereunder are as follows:

The Audit Committee comprises the following Directors of the Company, as on 31^st March, 2023 namely:

Audit Committee meetings were held on 28.05.2022, 10.08.2022, 11.11.2022, 09.12.2022, 07.02.2023

The constitution of the Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013 and Rules made thereunder. The members of audit committee are financially literate and having accounting or related financial management expertise.

Mr. Ashish Thaker, Company Secretary of the Company, was the Secretary to the Audit Committee.

The Nomination and Remuneration Committee of the Company comprises the following Directors of the Company, as on 31^st March, 2023 namely:

The constitution of Nomination and Remuneration Committee fulfills the requirements of Section 178 of the Companies Act, 2013 and Rules made thereunder.

Nomination and Remuneration Committee meetings was held on 26.08.2022.

The Stakeholders' Relationship Committee of the Company comprises the following Directors of the Company, as on 31^st March, 2023, namely:

The constitution of Stakeholders' Relationship Committee fulfills the requirements of Section 178 of the Companies Act, 2013 and Rules made thereunder.

The Committee, inter alia, approves the transfer of Shares, issue of duplicate Share Certificates, splitting and consolidation of Shares etc. The Committee also looks after redressal of Shareholder's complaints like transfer of shares, non-receipt of balance sheet, non-receipt of dividends, etc. The Board of Directors has delegated the power of approving transfer of Shares etc. to the Stakeholders' Relationship Committee.

Stakeholders' relationship Committee meeting was held on 22.03.2023

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board and committees were evaluated by the Board on the basis of the criteria determined by Nomination and Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

The policies formulated by the Company under various provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement), 2015 are available on the website of the Company viz : www.vadilalgroup.com.

The details of Conservation of Energy and Technology Absorption are not required to provide as the provisions of Section 134(1)(m) are not applicable to the Company due to the nature of the Company's business operations, being Marketing Company.

There is no any Foreign Exchange Earnings or outgo during the year under review.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The External and Internal Auditors carryout periodic reviews of the functioning and suggest changes, if required. The company has also a sound budgetary control system with frequent reviews of actual performance as against those budgeted.

The Statutory Auditors have given the qualified opinion on the financial reporting in their Report with regards to assessment and closure of the various financial, operational and governance related matters emanating out of the allegations made by promoter directors against each other and their consequential impact, if any, on the standalone financial statements of the Company The Management does not expect any material impact on the financial statements of the Company considering the fact that the matters pertain to earlier financial years and amount as already been expensed in the relevant financial years. Voluntary inquiries by external agencies initiated by the management are in process to substantiate its conclusion.

M/s. Arpit Patel & Associates have been appointed as Statutory Auditors of the company for a period of 5 years i.e. till the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2025

The Independent Auditors' Report dated 29^th May, 2023 for the Financial Results of the Company for the year ended on 31^st March, 2023 contains qualified Opinion together with the basis for the same made by the Auditors: The Management does not expect any material impact on the financial statements of the Company considering the fact that the amount has already been expensed in the relevant financial years. Voluntary inquiries by external agencies initiated by the management are in process to substantiate its conclusion.

Section 204 of the Companies Act, 2013 inter alia requires every listed companies to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct Secretarial Audit for the financial year – 2022-2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure – B to this Report.

The Secretarial Auditors' Report of the Company for the year ended 31^st March, 2023 contains certain Comments/ observations. The explanation on observations therein is as under: -

1. As required under Regulation 31(2) of LODR Regulations, hundred percent shareholding of the promoters and promoter group is not maintained in dematerialized form. Promoters are in the process of dematerialization of shares of the Company.

The maintenance of cost records has not been specified by Central Government under section 148(1) of the Companies Act, 2013 for the business categories in which Company operates accordingly such accounts and records are not maintained.

The Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - C. The Statement of particulars of employees under Section 197(12) read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not required to be provided, since during the financial year under review, no employee of the Company except the Managing Directors, was in receipt of remuneration in excess of the limits set out in the said rules.

A Company Petition (being Company Petition No. 42 of 2017) has been filed against the Company, before the National Company Law Tribunal, Ahmedabad ("NCLT"), under Sections 241 and 242 of the Companies Act, 2013. In connection to the said Company Petition No. 42 of 2017, the case has been adjourned 22^nd August, 2023.

All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures and other insurable interest are adequately insured.

During the year under review, there was no change in the nature of business of the Company and there is no material change and/ or commitments, affecting the financial position of the Company, during the period from 31^st March, 2023 till the date of this report. During the year under review, there was no significant and/or material order passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require. During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.

The disclosure in terms of Rule – 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does not have any equity shares with differential voting rights.

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Board desires to place on record its appreciation of the support and co-operation that your Company received from Distributors, Dealers, Stockiest, C&F Agents, Retailers and all others associated with your Company. It will be your Company's continued endeavor to build and nurture strong links with the trade, based on mutuality, respect and co-operation and consistent with the consumer interest.

The Directors place on record the appreciation and gratitude for the co-operation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the employees of the Company at all levels. The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole-hearted co-operation and support at all times.