Directors Report of ADF Foods Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Thirty Fifth Annual Report together with the Audited Financial Statements for the Financial Year ended
31^st March, 2025.

A. FINANCIAL RESULTS:

The performance of the Company for the Financial Year ended 31^st March, 2025 is summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24 |	2024-25	2023-24
Revenue from operations	47,840.55	41,411.83 ^	58,958.15	52,033.01
Other Income	994.39	1,091.18	1,406.34	1,108.89
Total Income	48,834.94	42,503.01 |	60,364.49	53,141.90
Total Expenditure
Cost of materials consumed	18,409.17	14,449.16 |	18,409.17	14,449.16
Purchase of Stock-in-trade	230.29	300.60	9,931.37	6,141.91
Changes in inventories of finished goods, work-in-progress and stock- in-trade	(677.81)	298.92	(3,523.43)	1,372.61
Employee benefits expense	2,856.41	2,504.94	4,187.84	3,354.35
Financial cost	118.86	80.31	257.61	233.63
Depreciation and amortization	754.07	638.19	1,824.83	1,559.40
Other expenses	16,501.24	13,658.24	20,117.03	16,223.70
Total Expenses	38,192.23	31,930.36 |	51,204.42	43,334.77
Profit before exceptional and extraordinary items and tax	10,642.71	10,572.65	9,160.07	9,807.13
Exceptional Items	-	-	-	-
Profit before tax	10,642.71	10,572.65	9,160.07	9,807.13
Current tax	2,354.75	2,560.42	2,395.23	2,597.50
Deferred tax	335.15	174.53	(94.79)	(38.73)
Prior year''s tax adjustment	(65.94)	(126.25)	(65.94)	(130.42)
Total tax expenses	2,623.96	2,608.70 |	2,234.50	2,428.35
Net Profit ( ) / Loss (-)	8,018.75	7,963.95	6,925.57	7,378.78
Net other Comprehensive income for the year	(25.66)	54.40	124.75	147.47
Total comprehensive income for the year	7,993.09	8,018.35	7,050.32	7,526.25
EPS (Basic)*	7.30	7.25	6.30	6.85
EPS (Diluted)*	7.30	7.25	6.30	6.85

FINANCIAL PERFORMANCE

The Standalone total income for the Financial Year ended 31*March, 2025 stood at ? 48,834.94 Lakhs as against the corresponding figures of
previous Financial Year which stood at ? 42,503.01 Lakhs representing growth of 14.90%. The Consolidated total income for the Financial Year
ended 31^st March, 2025 stood at f 60,364.49 Lakhs as against the corresponding figures of previous Financial Year which stood at ? 53,141.90 Lakhs
representing growth of 13.60%.

The Standalone Profit Before Tax for the Financial Year ended 31^st March, 2025 stood at ? 10,642.71 Lakhs as against the corresponding figures of
previous Financial Year which stood at ? 10,572.65 Lakhs. The Consolidated Profit Before Tax for the Financial Year ended 31^st March, 2025 stood at
f 9,160.07 Lakhs as against the corresponding figures of previous Financial Year which stood at f 9,807.13 Lakhs.

B. BUSINESS DEVELOPMENT:

Brand Performance:

The Company''s flagship brand, ''Ashoka'', continued to demonstrate robust growth momentum, driven by the introduction of new products and
deeper market penetration. Additionally, the Company''s global mainstream brand, "Truly Indian," expanded its footprint by securing listings in
over 1,400 supermarket outlets and on various online platforms across the United States. The brand also diversified its portfolio by venturing into
new product segments such as frozen Indian breads, snacks, wraps, ready-to-eat curries, and rice.

''ADF Soul'' brand advanced its market reach in India according to the Company''s growth roadmap. During the year, the Company expanded
its presence in Quick Commerce and Modern Trade channels along with strengthening its presence across E-Commerce channels, including its
proprietary E-Commerce platform www.soul-foods.in. The Company also enhanced its product portfolio by introducing a range of Dips across

the trade channels and by adding an exciting range of frozen naans, parathas and snacks in select Modern Trade outlets in select markets. The
response received from the customers is very encouraging. The Company continues its investment in team building and brand building initiatives
which should start generating momentum over medium to long term.

On the strategic front, the Company acquired the remaining 30% stake in Vibrant Foods New Jersey LLC, thereby attaining full ownership. This
transaction positions the Company to create long-term value through more focused operational support, strategic oversight, and enhanced cost
efficiencies.

The first phase of the Company''s greenfield facility in Surat is anticipated to commence operations in the second half of FY 2025-26, entailing a
total capital outlay of approximately INR 90 crore. Once fully operational, this facility is projected to generate revenues of around INR 250 crore on
utilization of full capacity.

Further, the Company has established a state-of-the-art cold storage facility in Nadiad, designed to optimize resource utilization, improve
operational planning, and streamline order fulfilment for finished goods. The company has also undertaken brownfield activities at Nasik plant
which has significantly enhanced the production of Ready to eat category.

These developments collectively underscore the Company''s commitment to bolstering its supply chain and production capabilities in pursuit of
sustainable growth.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the
Financial Year 2024-25 to which the Financial Statements relate and the date of this Report.

D. SHARE CAPITAL:

Your Company''s Authorised Share Capital as on the date of this Report is f 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000
(Twelve Crore Fifty Lakh) equity shares of ? 2/- each.

The Paid-up Share Capital as on the date of this Report is f 21,97,27,190/- (Rupees Twenty One Crore Ninety Seven Lakh Twenty Seven Thousand
One Hundred and Ninety Only) divided into 10,98,63,595 (Ten Crore Ninety Eight Lakh Sixty Three Thousand Five Hundred and Ninety Five) equity
shares of ? 2/- each.

Your Company has not issued any Shares with differential voting rights or by way of rights issue or sweat equity shares or shares under ESOP.
Further, it has not provided any money to its employees for purchase of its own shares, hence your Company has nothing to report in respect of
Rule 4(4), Rule 8, Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

E. DIVIDEND:

During the year, the Company issued an Interim Dividend of ? 0.60/- per share (i.e. 30%) on equity share of face value of ? 2/- each in the month of
November, 2024, involving a cash outflow of f 6.59 crore.

Further, based on the performance of the Company, the Board of Directors of your Company, at their meeting held on 14^th May, 2025, recommended
a Final Dividend at ? 0.60/- per share (i.e. 30%) on equity shares of face value of ? 2/- each for the Financial Year ended 31^st March, 2025, subject to
the approval of the Shareholders in the ensuing Annual General Meeting (''AGM'') to be held on 12^th August, 2025. The Board has recommended the
dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of f 6.59 crore. The total dividend for Financial Year
2024-25 amounts to ? 1.20/- per share (i.e. 60 %) and would involve a total cash outflow of f 13.18 crore, resulting in a dividend payout of 16.46%
of the standalone net profit of the Company.

The Final Dividend, if approved by the Shareholders at the ensuing AGM will be paid within 30 (thirty) days from the date of declaration of
dividend, to those Shareholders whose names appear in the Register of Members / List of Beneficial Owners of the Company as on 6^th August, 2025
("Record Date"), received from the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

The Register of Members and Share Transfer Books of the Company will remain closed from 7^th August, 2025 to 12^th August, 2025 (both days
inclusive) for the purpose of payment of Final Dividend for the Financial Year ended 31^st March, 2025.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be
taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source,
wherever applicable.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations"), the top 1000
listed entities based on market capitalization, calculated as on 31^st March of every financial year are required to formulate a Dividend Distribution
Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their Annual Reports. Accordingly,
the Dividend Distribution Policy of the Company can be accessed using the following link: https://adf-foods.com/wp-content/uploads/2025/03/
Dividend-Distribution-Policy.pdf.

F. TRANSFER TO RESERVES:

During the year, your Company has not transferred any amount to General Reserves. Further, the Company does not propose to transfer any
amount to General Reserve on declaration of the Final Dividend.

G. SUBSIDIARY COMPANIES:

As on 31^st March, 2025, your Company has Four Subsidiaries viz. ADF Foods UK Limited, Power Brands (Foods) Private Limited, ADF Foods
(India) Limited and Telluric Foods (India) Limited and four step-down Subsidiaries viz. Telluric Foods Limited, ADF Holdings (USA) Limited,
ADF Foods (USA) Limited and Vibrant Foods New Jersey LLC. Power Brands (Foods) Private Limited is undergoing Voluntary Liquidation vide
Special Resolution passed by the Members on 5^th November, 2012. Hence, the annual financial statements as on 31^st March, 2025 of the said
Subsidiary are not required to be prepared.

The Company acquired the remaining 30% stake in Vibrant Foods New Jersey LLC, thereby attaining full ownership through its step down wholly
owned subsidiary, ADF Holdings (USA) Limited.

During the year, the Board of Directors reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 ("Act").
The Company has prepared consolidated financial statements of the Company which forms part of this Annual Report. The salient features of the
financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also
provides the details of performance and financial position of the Company''s Subsidiaries.

There has been no material change in the nature of the business of the Company''s Subsidiaries. There are no associates or joint venture companies
within the meaning of Section 2(6) of the Act.

The financial statements of each of the Subsidiaries of the Company, viz. ADF Foods (India) Limited, Telluric Foods (India) Limited, Telluric Foods
Limited, ADF Foods UK Limited and ADF Holdings (USA) Limited (consolidated with its subsidiaries ADF Foods (USA) Limited & Vibrant Foods New
Jersey LLC) as on 31^st March, 2025 may be accessed on the Company''s website at www.adf-foods.com.

Pursuant to provision of Regulation 16(1)(c) of the SEBI Listing Regulations, the Company has formulated a ''Policy on determining Material
Subsidiaries''. The said Policy can be accessed using the following link: https://adf-foods.com/wp-content/uploads/2025/03/Policy-for-Determining-
Material-Subsidiary.pdf.

In the Board Meeting dated 30th January, 2024, the Board of Directors of the Company in-principally approved the merger between the Company''s
subsidiaries i.e. ADF Foods (India) Limited [Transferor Company] and Telluric Foods Limited [Transferee Company] to achieve business synergies.

H. BOARD OF DIRECTORS AND COMMITTEES:

• Directors

As on 31^st March, 2025, the Company has eight Directors with an optimum combination of Executive and Non-Executive Directors including
one Woman Director. The Board comprises of two Executive Directors and six Non-Executive Directors, out of which four are Independent
Directors.

• Appointments / Re-appointments

Appointment of Mr. Manmohan Srivastava as a Non-Executive Independent Director of the Company:

Based on the recommendation of the Nomination and Remuneration Committee vide Resolution passed in its meeting held on 09^th May,
2024, the Board of Directors of your Company, vide Resolution dated 09^th May, 2024, has approved the appointment of Mr. Manmohan
Srivastava (DIN: 02190050), as an Additional Director in the category of Non-Executive Independent Director of your Company for a period
of 5 (five) years w.e.f. 09^th May, 2024. The said appointment was subsequently approved by the shareholders of the Company in next Annual
General Meeting held on 1^st August, 2024.

Appointment of Mr. Ameet Hariani as a Non-Executive Independent Director:

Pursuant to the recommendation of the Nomination and Remuneration Committee vide Circular Resolution dated 31^st January, 2025, the
Board of Directors of your Company, vide Circular Resolution dated 01^st February, 2025, had approved the appointment of Mr. Ameet Hariani
(DIN: 00087866), as an Additional Director in the category of Non-Executive Independent Director of your Company for a period of 5 (five)
years w.e.f. 01^st February, 2025 subject to the approval of the Shareholders of the Company.

Re-appointment of Ms. Deepa Misra Harris as a Non-Executive Independent Director

Pursuant to the recommendation of the Nomination and Remuneration Committee vide Circular Resolution dated 31^st January, 2025, the
Board of Directors of your Company, vide Circular Resolution dated 01^st February, 2025, had approved the re-appointment of Ms. Deepa
Misra Harris (DIN: 00064912), as an Independent Director of your Company for the second consecutive term of 5 (five) years w.e.f. 25^th March,
2025 subject to the approval of the Shareholders of the Company.

The aforesaid appointments of Mr. Ameet Hariani and Ms. Deepa Misra Harris were subsequently approved by the Shareholders of the
Company through Postal Ballot by remote E-voting facility on 9^th March, 2025.

During the Financial Year 2024-25, the following changes took place in the Board composition:

Name of Director	Designation	Appointment / Cessation	Date of Appointment/cessation
Mr. Manmohan Srivastava	Independent Director	Appointment	09th May, 2024
Mr. Ameet Hariani	Independent Director	Appointment	1st February, 2025
Mr. Ravinder Kumar Jain	Independent Director	Cessation due to Tenure Completion	23rd September, 2024
Mr. Chandir Gidwani	Independent Director	Cessation due to Tenure Completion	6th February, 2025

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Jay Mehta (DIN: 00152072)
Non-Executive, Non-Independent Director of your Company, retires by rotation at the ensuing AGM and being eligible, Mr. Jay Mehta offers
himself for re-appointment. Your Board has recommended his re-appointment.

• Relationship between Directors Inter-se

None of the Directors are related to each other in any manner. The same is provided in the Report on Corporate Governance of the Company,
which forms part of this Annual Report.

• Meetings of Board of Directors

Five meetings of the Board of Directors of the Company were held during the year. The details of the Board Meetings are provided in the
Report on Corporate Governance of the Company, which forms part of this Annual Report.

• Committees of the Board

The Company has duly constituted the Committees of the Board as required under the Act read with applicable Rules made thereunder and
the SEBI Listing Regulations, as amended from time to time.

The Board of Directors of the Company has formed an Audit Committee which consists of Mr. Manmohan Srivastava, Non-Executive
Independent Director, as the Chairman, Mr. Viren A. Merchant, Non-Executive Non-Independent Director, Ms. Deepa Misra Harris,
Non-Executive Independent Director and Mr. Ameet Hariani, Non-Executive Independent Director as Members of the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board during the Financial Year.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Shareholders'' Grievance/ Stakeholders'' Relationship Committee

iii) Corporate Social Responsibility Committee

iv) Risk Management Committee

The details with respect to the constitution/ reconstitution, powers, roles, terms of reference, meetings held and attendance of the Members
at such meetings of the relevant Committees and such other related details are provided in the Report on Corporate Governance of the
Company, which forms part of this Annual Report.

• Directors'' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the
following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the Financial Year ended 31^st March, 2025, the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 2 of the Notes
to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of
the Company for the Financial Year ended 31^st March, 2025;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

• Independent Directors'' Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6)
of the Act and Regulation 25 of the SEBI Listing Regulations, as amended from time to time.

• Independence of the Board

The Board comprises of optimal number of Independent Directors. Based on the confirmation/disclosures received from the Directors and
on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) and

Regulation 25 of the SEBI Listing Regulations and Section 149(6) of the Act:

1. Ms. Deepa Misra Harris (DIN: 00064912);

2. Mr. Pheroze K. Mistry (DIN: 00344590);

3. Mr. Manmohan Srivastava IAS (Retd.) (DIN: 02190050); and

4. Mr. Ameet P. Hariani (DIN: 00087866)

All the above named Directors have registered themselves with the Independent Directors Databank. They are exempted from the
requirements of online proficiency self-assessment test conducted by ''Indian Institute of Corporate Affairs''.

The Board is of the opinion that the Independent Directors of the Company, including those appointed during the year, possess the requisite
qualifications, experience and expertise and hold the high standards of integrity.

• Meeting of Independent Directors

A meeting of the Independent Directors was held on 7^th March, 2025 in order to take into consideration the performance of the Board as a
whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and
the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the
Independent Directors were present in the meeting.

• Performance Evaluation of the Board

Pursuant to the provisions of the Act and Regulation 17 of the SEBI Listing Regulations, the Nomination & Remuneration Committee and
Board carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually and
also fulfillment by Independent Directors of criteria of independence as per the SEBI Listing Regulations and their independence from the
Management of the Company.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

• Familiarization Programme for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance, legal and
marketing. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are
appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors
appointed by the Board are given induction and orientation with respect to the Company''s vision, strategic direction, core values, including
ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing
Director and through a Corporate Presentation. The new Board Members are also acquainted to access the necessary documents/brochures,
Annual Reports and Policies available on the Company''s website at www.adf-foods.com to enable them to familiarize with the Company''s
procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/
Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and
its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact
of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the
Independent Directors.

Familiarization Programme of the Company as specified under Regulation 46 of the SEBI Listing Regulations is displayed on the Company''s
website at www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/7075/04/Familiarization-
Programme-2024-25.pdf

• Policy of Directors'' Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) read with Section 178(3) of the Act and the SEBI Listing Regulations, the Company
has formulated a Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Annual
Report.

I. CASH FLOW STATEMENT:

The Cash Flow Statement pursuant to Regulation 34(2) of the SEBI Listing Regulations is annexed to this Annual Report.

J. CONSOLIDATED ACCOUNTS:

The Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the SEBI Listing Regulations and in accordance
with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Act. The Consolidated Accounts of
the Company and its Subsidiaries are annexed to this Annual Report.

K. GOVERNANCE:

• Corporate Governance Report & Management Discussion and Analysis Report

In compliance with the provision of Regulation 34(3) and Schedule V of the SEBI Listing Regulations, a separate report on Corporate
Governance along with Auditors'' certificate of its compliance forms part of this Annual Report.

Report on Management Discussion and Analysis is provided in separate section which forms part of this Annual Report.

• Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/''Whistle Blower Policy'' pursuant to Section 177 of the Act read with Regulation 22 of the
SEBI Listing Regulations with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of
professionalism, honesty, integrity and ethical behavior.

With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management
any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company
including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management
and the Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the SEBI Listing
Regulations. The Company did not receive any such complaints during the year, hence no complaints were pending as on 31^st March, 2025.

Whistle Blower Policy of the Company is displayed on the Company''s website at www.adf-foods.com and is available under the web link:
https://adf-foods.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf

• Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure I to the Board''s Report forming part of this Annual Report and is also
available on the website of the Company at www.adf-foods.com.

• Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels
within the organization. This model is based on ISO 31000. BRMS enables the management to review the business risks on periodical basis
and to bring the high risk areas to the immediate attention of the Board. In the opinion of the Board, there are no business risks that may
threaten the existence of the Company.

• Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review
of the internal financial controls mechanism of the Company was undertaken during the year under review which covered verification of
entity level controls, process level control and IT controls, review of key business processes and analysis of risk control matrices, etc. During
the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the
business activities of the Company and no material weakness in the design or operation of any control was observed.

• Other Policies under the SEBI Listing Regulations

In accordance with the provisions of Regulation 30 of the SEBI Listing Regulations, the Company has framed a Policy for determination of
Materiality for disclosure of events or information. The same has been hosted on the website of the Company at the link:
https://adf-foods.com/wp-content/uploads/2025/05/Policy-Determination-of-Material-Events.pdf

The details of the other policies of the Company can be obtained using the following web-links:

Sr. No.	Policy	Link
1	Code of Conduct	https://adf-foods.com/wp-content/uploads/2025/03/Code-of-Conduct.pdf
2	Nomination and	https://adf-foods.com/wp-content/uploads/2025/03/Nomination-and-Remuneration-Policy.pdf
	Remuneration Policy
3	Insider Trading Code	https://adf-foods.com/wp-content/uploads/2025/03/Insider-Trading-Code.pdf
4	Code of Practices &	https://adf-foods.com/wp-content/uploads/2025/03/Code-of-Practices-Procedures-for-Fair-
	Procedures for Fair Disclosure of UPSI	Disclosure-of-UPSI.pdf
5	Policy for Procedure of	https://adf-foods.com/wp-content/uploads/2025/03/Policy-for-Procedure-of-inquiry-in-case-of-
	inquiry in case of leak of UPSI	leak-of-UPSI.pdf
6	Policy for Determination of	https://adf-foods.com/wp-content/uploads/2025/03/Policy-for-Determination-of-l egitimate-
	Legitimate Purposes	Purposes.pdf
7	Whistle Blower Policy	https://adf-foods.com/wp-content/uploads/2025/04/Whistle-Blower-Policy.pdf
8	Related Party Transactions	https://adf-foods.com/wp-content/uploads/2024/06/Related-Party-Transactions.pdf
	Policy
9	Material Subsidiary Policy	https://adf-foods.com/wp-content/uploads/2025/03/Policy-for-Determining-Material-Subsidiary.
		pdf
10	CSR Policy	https://adf-foods.com/wp-content/uploads/2025/03/CSR-Policy.pdf
11	Familiarization Program	https://adf-foods.com/wp-content/uploads/2025/04/Familiarization-Programme-2024-25.pdf
12	Board Diversity Policy	https://adf-foods.com/wp-content/uploads/2025/03/Board-Diversity-Policy.pdf
13	Sexual Harassment policy	https://adf-foods.com/wp-content/uploads/2025/03/Sexual-Harrasement-Policy.pdf
14	Preservation of Documents	https://adf-foods.com/wp-content/uploads/2025/03/Preservation-of-Documents.pdf
15	Archival Policy	https://adf-foods.com/wp-content/uploads/2025/03/Archival-Policy.pdf
16	Dividend Distribution Policy	https://adf-foods.com/wp-content/uploads/2025/03/Dividend-Distribution-Policy.pdf

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

The Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual
harassment, exploitation or intimidation. The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant
to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Board has
constituted Internal Complaints Committee (''ICC'') pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. ICC is responsible for redressal of complaints related to sexual
harassment at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company''s website at www.adf-foods.com and is available
under the web-link: https://adf-foods.com/wp-content/uploads/2025/03/Sexual-Harrasement-Policy.pdf

During the year, the Company received one complaint of sexual harassment and the same was resolved by taking appropriate actions by the
Internal Complaints Committee of the Company.

L. PARTICULARS OF EMPLOYEES:

• Key Managerial Personnel (KMP)

Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, Mr. Arjuun Guuha, Whole Time Director, Mr. Shardul Doshi, Chief Financial Officer
and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company as on date of this Report.

• Employees

During the Financial Year 2024-25, no employee received remuneration exceeding the monetary threshold of ?1.02 crore per annum or
? 8.50 lakh per month (if employed for part of the year), as specified under the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, except for the following:

• Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, whose remuneration is drawn from the Company''s U.S. subsidiary;

• Mr. Shivaan Thakkar, Senior Vice President - USA Business, whose remuneration is drawn from the Company''s U.S. subsidiary;

• Mr. Shardul Doshi, Chief Financial Officer;

• Mr. Arjuun Guuha, Whole-time Director and;

• Mr. Balark Banerjea, President - India Domestic Business.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure II
that forms part of this Report.

• Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to
take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record
their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral
to your Company''s steady performance.

M. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements
provided in this Annual Report.

N. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel
or other Designated Persons, Subsidiary Companies and other related parties which may have a potential conflict with the interest of the Company
at large. Related Party Transactions are placed before the Audit Committee and also the Board for approval wherever such approvals are applicable.
Prior Omnibus approval of the Audit Committee is obtained on yearly basis, if applicable for the transactions which are of a foreseen and repetitive
nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their
approval/ noting on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Further, as per the SEBI Listing Regulations, if any related party transaction exceeds ? 1,000 crore or 10% of the annual consolidated turnover as
per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during
the year under review, the Company had taken necessary Members approval for the Related Party Transactions anticipated to cross materiality
threshold prescribed under the Act. However, no such transaction crossed the materiality threshold during the year under review. Therefore, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in
Form AOC-2 is not applicable to the Company for the Financial Year 2024-25 and, hence, the same is not required to be provided.

O. PUBLIC DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Act and the Rules made thereunder during the
Financial Year 2024-25.

P. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 124 and Section 125(5) of the Act, the Company is required to transfer the dividends which remained unpaid
or unclaimed for a period of 7 years to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Dividend
pertaining to the Financial year 2016-17 amounting to f 25,08,608 which remained unpaid or unclaimed for a period of 7 years were transferred
by the Company to the IEPF during the financial year under review.

Transfer of Equity Shares to the Demat account of IEPF Authority

Pursuant to the provision of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 (''Rules''), as amended from time to time, it is mandatory for the Company to transfer all the shares in the name of IEPF in
respect of which dividend has not been claimed for seven consecutive years or more.

In compliance with the said Rules, during the Financial Year 2024-25, there were 281 Shareholders holding 2,02,545 equity shares of f 2/- each
whose shares were transferred to IEPF.

Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has adopted a Corporate Social Responsibility (CSR) Policy and constituted a CSR Committee in accordance with Section 135 of the
Companies Act, 2013. The Committee currently comprises of four members:

• Mr. Viren Merchant, Non-Executive Non-Independent Director;

• Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO;

• Mr. Jay M. Mehta, Non-Executive Non-Independent Director;

• Ms. Deepa Misra Harris, Non-Executive Independent Director;

For the Financial Year 2024-25, the Company was required to spend f 1,57,40,965.35 towards CSR activities, after adjusting the excess amount of
f1,27,911.96 spent during the previous financial year (2023-24).

In compliance with the applicable provisions, the Company spent f 1,59,85,582.00 on various impactful CSR initiatives. These included support for
the education of underprivileged and differently-abled students, funding medical expenses for the needy, providing food support to residential
care centres for differently-abled youth and children undergoing cancer treatment, financial aid to economically disadvantaged individuals, and
programs promoting women empowerment, among others.

The Company''s CSR Policy and the annual report on CSR activities, as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014, are attached as Annexure III to this Report.

R. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

A Business Responsibility & Sustainability Report as per Regulation 34 of the SEBI Listing Regulations, detailing the various initiatives taken by the
Company on the environmental, social and governance front is provided in separate section which forms part of this Annual Report.

S. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2025 is available on the Company''s website at:
https://adf-foods.com/wp-content/uploads/7075/07/Annual-Return-7074-7075.pdf

T. AUDITORS AND THEIR REPORT:

• Statutory Auditors

M/s. MSKA & Associates, Chartered Accountants, (Firm Registration No. 105047W) are the Statutory Auditors of the Company. At the Thirty
Fourth Annual General Meeting ("AGM") held on 01^st August, 2024, the Members had approved their appointment as Statutory Auditors of
the Company for a period of 5 (five) years from the conclusion of the said AGM till the conclusion of the AGM to be held for the Financial
Year 2028-29.

The Board Members and the Audit Committee at their Meetings held on 14^th May, 2025 had reviewed the performance and effectiveness
of the audit process of Statutory Auditors including their independence. The Board Members and the Audit Committee expressed their
satisfaction towards the same.

The Auditors'' Report for the Financial Year 2024-25, does not contain any qualification, reservation or adverse remarks and therefore there
are no further explanations to be provided for in this Report.

• Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P. No. 8618), to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure IV.

There are no material observation or instances of non-compliance.

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide
SEBI Notification dated 12^th December, 2024, read with provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the listed entity shall, based on the recommendation of the Board
of Directors of the Company appoint: (i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or (ii) a
Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years, subject to approval of its shareholders
in its Annual General Meeting (''AGM''). Further, a person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if
such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board and where a
firm including a limited liability partnership is appointed as Secretarial Auditor of the listed entity, only the partners who are Peer Reviewed
Company Secretaries shall be authorised to act and sign on behalf of the firm.

Accordingly, the Board of Directors have approved and recommended the appointment of M/s. Dedhia Shah & Partners LLP , Company
Secretaries , Peer Reviewed Company Secretaries in Practice (Firm Registration Number: L2025MH019000) as Secretarial Auditor of the
Company for the first term of 5 (five) consecutive year to hold office commencing from Financial Year 2025-26 till Financial Year 2029-30.

In view of the above an item for appointment of M/s. Dedhia Shah & Partners LLP, Company Secretaries , as the Secretarial Auditors of
the Company is being placed at the ensuing AGM for the approval of the Shareholders. Information about the proposed appointment of
Secretarial Auditor is given in the Notice of the AGM, which forms part of this Annual Report. The Board recommends their appointment to
the Shareholders.

• Internal Auditors

The Company had appointed M/s. RMJ & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. W100281) to conduct
Internal Audit of the Company for the Financial Year 2024-25.

M/s. RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for the Financial Year 2025-26.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically appraised of the Internal Audit
findings and corrective actions taken.

• Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable
for the business activities carried out by the Company.

• Details with respect to fraud reported by the Auditors

During the year, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed
under Section 134(3)(ca) of the Act.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant or material orders passed by any Indian regulatory authority, court, or tribunal which could
affect the Company''s going concern status or its future operations.

V. LISTING OF SHARES:

The Company''s equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly paid the necessary
listing fees with the concerned Stock Exchange(s) for the Financial Year 2024-25.

W. TECHNOLOGY AND QUALITY:

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer
satisfaction and delight.

Your Company has already obtained various Quality and Product Safety certifications such as the internationally recognized ISO 22000 certificate
and GFSI-BRCGS (British Retail Consortium Brand Reputation Compliance Global Standard) Food Safety certification for its plants located at
Nadiad, Gujarat and Nasik, Maharashtra.

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms
part of this Report as Annexure V.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management.
A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and forms part of this Annual Report.

Z. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the
financial year is not applicable.

AA. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

BB. DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms
part of this Annual Report.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the
Companies Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

CC. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company''s shareholders,
customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Bimal R. Thakkar
Chairman, Managing Director & CEO

DIN:00087404

Mumbai, 14^th May, 2025
Registered Office:

83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat
Tel.: [phone], Fax: [phone];

E-mail: [e-mail]: Website: www.adf-foods.com
CIN: L15400GJ1990PLC014265

---

Mar 31, 2024

Your Directors have pleasure in presenting the Thirty Fourth Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024.

A. Financial Results:

The performance of the Company for the Financial Year ended 31^st March, 2024 is summarized below:

Particulars	Standalone		Consolidated
	2023-24	2022-23 |	2023-24	2022-23
Revenue from operations	41,411.83	35,334.01	52,033.01	45,028.48
Other Income	1,091.18	1,010.78	1,106.39	1,121.05
Total Income	42,503.01	36,344.79	53,139.40	46,149.53
Total Expenditure
Cost of materials consumed	16,894.54	14,357.89	16,894.54	14,357.89
Purchase of Stock-in-trade	300.60	754.76	6,141.91	5,687.54
Changes in inventories of finished goods, work-in-progress and	298.92	(48.19)	1,372.62	1,397.04
stock-in-trade
Employee benefits expense	2,504.94	2,046.44	3,353.35	2,969.10
Financial cost	80.31	61.18	233.63	265.29
Depreciation and amortization	638.19	552.14	1,559.40	1,373.58
Other expenses	11,212.86	10,554.51	13,775.82	12,552.85
Total Expenses	31,930.36	28,268.73	43,332.27	38,603.29
Profit before exceptional and extraordinary items and tax	10,572.65	8,076.06	9,807.13	7,546.24
Exceptional Items	-	-	-	-
Profit before tax	10,572.65	8,076.06	9,807.13	7,546.24
Current tax	2,560.42	2,049.49	2,597.50	2,123.24
Deferred tax	174.53	223.78	(38.73)	35.38
Prior year’s tax adjustment	(126.25)	(197.87)	(130.42)	(197.87)
Total tax expenses	2,608.70	2,075.40	2,428.35	1,960.75
Net Profit ( ) / Loss (-)	7,963.95	6,000.66	7,378.78	5,585.49
Net other Comprehensive income for the year	54.40	(210.12)	147.47	143.42
Total comprehensive income for the year	8,018.35	5,790.54	7,526.25	5,728.91
EPS (Basic)*	7.25	5.48	6.85	5.12
EPS (Diluted)*	7.25	5.48	6.85	5.12

Previous year’s figures have been re-grouped wherever necessary.

*The Shareholders of the Company, at the 33^rd Annual General Meeting held on 9^th August, 2023, approved the sub-division of 1 (one) equity share of face value Rs. 10/- each (fully paid-up) into 5 (Five) equity share of face value Rs. 2/- each. The basic and diluted Earnings Per Share (EPS) numbers for the Financial Year ended 31^st March, 2023 have been restated to give effect of the share split.

Financial Performance

The Standalone total income for the Financial Year ended 31^st March, 2024 stood at Rs. 42,503.01 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 36,344.79 Lakhs representing growth of 17%. The Consolidated total income for the Financial Year ended 31^st March, 2024 stood at Rs. 53,139.40 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 46,149.53 Lakhs representing growth of 15%.

The Standalone Profit Before Tax for the Financial Year ended 31^st March, 2024 stood at Rs. 10,572.65 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 8,076.06 Lakhs representing a remarkable growth of 31%. The Consolidated Profit Before Tax for the Financial Year ended 31^st March, 2024 stood at Rs. 9,807.13 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 7,546.24 Lakhs representing a remarkable growth of 30%.

B. Business Development:

Brand Performance:

The Company’s flagship brand ‘Ashoka’ continued to grow at double digits. It crossed Rs. 250 Crore in revenue in FY 2023-24 and growing at CAGR 29% over the last three years. During the year, the Company launched 37 new products across various categories including frozen desserts, snacks, Indian flat breads, gravies, chutneys, canned sweets, Indo-Chinese sauces under the Ashoka brand. Some of the SKUs received listing nods with a large discounter and a supermarket chain in UK.

Simultaneously, the Company has initiated the expansion exercise of the ‘Truly Indian’ brand meant for the global mainstream population. The Company has added a range of frozen items and expanded its existing cooking sauces, pastes and ready-to-eat curries under the Truly Indian banner to further satisfy the needs of the foreign consumer and penetrate more supermarket chains. The brand was initially launched in Germany and has seen great success over the last couple of years. The Company hopes to recreate this success with its launch in the US market which is expected to roll out in the coming financial year.

During the year, the Company’s domestic business has grown as planned. The products under ‘ADF Soul’ brand are available pan India on the Company’s own E-commerce platform https://soul-foods.in. The products are also available on other leading E-commerce/ Q-commerce marketplaces i.e. Amazon, Flipkart, Swiggy Instamart and BigBasket. The Company has done category extension under chutneys and pickles in olive oil and traditional pickles. The Company is planning to launch many more exciting products in the near future, in the better-for-you foods space. ADF Soul aspires to be a Rs. 100 crore brand in the next three to four years. The Company has committed an additional investment of Rs. 13 crore in order to support the growth plan of ADF Soul.

Operational Updates:

Debottlenecking and Brownfield investment undertaken has helped the Company to increase capacity at Nadiad and Nasik and it has hence, surrendered its temporary lease facility at Surat which will save lease overheads and bring operational efficiency. The Company has initiated setting up of a new cold storage with an investment outlay of Rs. 15 crore at the Company’s manufacturing plant at Nadiad which will result in better operational efficiency.

The Company has broken ground in its Surat greenfield project and has committed Rs. 75 crore for Phase 1 expansion. This expansion will cater to both new as well as existing lines for the frozen foods.

During the year, the Company created a large freezer capacity in New Jersey warehouse, which will help the Company to do faster fulfilment of frozen category products in the US market.

The Company made some key hires across the organization strengthening functional teams of marketing, sales and operations.

C. Material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year 2023-24 to which the Financial Statements relate and the date of this Report.

D. Share Capital:

During the year, the Board of Directors of the Company at its meeting held on 6^th May, 2023 considered and approved the proposal for sub-division of 1 (one) equity share of the Company having face value of Rs. 10/- each (fully paid-up) into 5 (five) equity shares of the Company having face value of Rs. 2/- each and consequential amendment in the Capital Clause of the Memorandum of Association of the Company, subject to the approval of the Shareholders of the Company. The said proposal was subsequently approved by the Shareholders of the Company at the 33^rd Annual General Meeting held on 9^th August, 2023. The Record Date for the sub-division was set as 11^th September, 2023 and consequently, the face value of the equity shares of the Company was reduced to Rs. 2/- each from Rs. 10/- each.

Accordingly, your Company’s Authorised Share Capital as on the date of this Report is Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) divided into 12,50,00,000 (Twelve Crore Fifty Lakh) equity shares of Rs. 2/- each.

The Paid-up Share Capital as on the date of this Report is Rs. 21,97,27,190/- (Rupees Twenty One Crore Ninety Seven Lakh Twenty Seven Thousand One Hundred and Ninety Only) divided into 10,98,63,595 (Ten Crore Ninety Eight Lakh Sixty Three Thousand Five Hundred and Ninety Five) equity shares of Rs. 2/- each.

Your Company has not issued any Shares with differential voting rights or by way of rights issue or sweat equity shares or shares under ESOP. Further, it has not provided any money to its employees for purchase of its own shares hence your Company has nothing to report in respect of Rule 4(4), Rule 8, Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

E. Dividend:

During the year, the Company in order to celebrate three decades of listing of the Company’s shares on the recognized stock exchanges paid to the Shareholders, a Special (Interim) Dividend of Rs. 4.00/- per share (i.e. 200%) on equity share of face value of Rs. 2/- each in the month of November, 2023, involving a cash outflow of Rs. 43.94 crore.

Further, based on the performance of the Company, the Board of Directors of your Company, at their meeting held on 9^th May, 2024, recommended a Final Dividend at Rs. 1.20/- per share (i.e. 60%) on equity shares of face value of Rs. 2/- each for the Financial Year ended 31^st March, 2024, subject to the approval of the Shareholders in the ensuing Annual General Meeting (‘AGM’) to be held on 1^st August, 2024. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and dividend will be paid out of the profits of the year.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 13.18 crore. The total dividend for Financial Year 2023-24 amounts to Rs. 5.20/- per share (i.e. 260%) and would involve a total cash outflow of Rs. 57.12 crore, resulting in a dividend payout of 71.73% of the standalone net profit of the Company.

The Final Dividend, if approved by the Shareholders at the ensuing AGM will be paid within 30 (thirty) days from the date of declaration of dividend, to those Shareholders whose names appear in the Register of Members / List of Beneficial Owners of the Company as on Friday, 26^th July, 2024 (“Record Date”), received from the Depositories i.e. National Securities Depository Limited and Central Depository Services (India) Limited.

The Register of Members and Share Transfer Books of the Company will remain closed from 27^th July, 2024 to 1^st August, 2024 (both days inclusive) for the purpose of payment of Final Dividend for the Financial Year ended 31^st March, 2024.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at source, wherever applicable.

Pursuant to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the top 1000 listed entities based on market capitalization, calculated as on 31^st March of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link: https://adf-foods.com/wp-content/uploads/2024/06/Dividend-Distribution-Policy.pdf

F. Transfer to Reserves:

During the year, your Company has not transferred any amount to General Reserves. Further, the Company does not propose to transfer any amount to General Reserve on declaration of the Final Dividend.

G. Subsidiary Companies:

As on 31^st March, 2024, your Company has four Subsidiaries viz. ADF Foods (UK) Limited, Power Brands (Foods) Private Limited, ADF Foods (India) Limited and Telluric Foods (India) Limited and four step-down Subsidiaries viz. Telluric Foods Limited, ADF Holdings (USA) Limited, ADF Foods (USA) Limited and Vibrant Foods New Jersey LLC. Power Brands (Foods) Private Limited is undergoing Voluntary Liquidation vide Special Resolution passed by the Members on 5^th November, 2012. Hence, the annual financial statements as on 31^st March, 2024 of the said Subsidiary are not required to be prepared.

During the year, the Board of Directors reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013 (“the Act”). The Company has prepared consolidated financial statements of the Company which forms part of this Annual Report. The salient features of the financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company’s Subsidiaries.

There has been no material change in the nature of the business of the Company’s Subsidiaries. There are no associates or joint venture companies within the meaning of Section 2(6) of the Act.

The financial statements of each of the Subsidiaries of the Company, viz. ADF Foods (India) Limited, Telluric Foods (India) Limited, Telluric Foods Limited, ADF Foods (UK) Limited and ADF Holdings (USA) Limited (consolidated with its subsidiaries ADF Foods (USA) Limited & Vibrant Foods New Jersey LLC) as on 31^st March, 2024 may be accessed on the Company’s website at www.adf-foods. com.

Pursuant to provision of Regulation 16(1)(c) of the Listing Regulations, the Company has formulated a ‘Policy on determining Material Subsidiaries’. The said Policy can be accessed using the following link: https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Determining-Material-Subsidiary.pdf.

The Board of Directors of the Company approved transfer of the Company’s entire investment in Equity shares held in its wholly-owned subsidiary, ADF Foods (India) Limited to its step-down wholly-owned subsidiary, Telluric Foods Limited.

Further, the Board of Directors of the Company has in-principally approved the merger between the Company’s subsidiaries i.e. ADF Foods (India) Limited [Transferor Company] and Telluric Foods Limited [Transferee Company] to achieve business synergies.

H. Board of Directors and Committees: o Directors

As on 31^st March, 2024, the Company has eight Directors with an optimum combination of Executive and Non-Executive Directors including one Women Director. The Board comprises of two Executive Directors and six Non-Executive Directors, out of which four are Independent Directors.

o Appointments / Re-appointments

Re-appointment of Mr. Bimal R. Thakkar as the ‘Chairman, Managing Director & CEO’ of the Company:

On 30^th January, 2023, the Board of Directors of the Company based on the recommendation of Audit Committee and Nomination and Remuneration Committee approved the re-appointment of Mr. Bimal R. Thakkar (DIN: 00087404) as the ‘Chairman, Managing Director & CEO’ of the Company for a period of 5 (five) years w.e.f. 1^st October, 2023. The same was approved by the Shareholders of the Company through Postal Ballot on 11^th March, 2023. Also, pursuant to Schedule V of the Act, re-appointment of Mr. Bimal R. Thakkar as the Managing Director of the Company required the approval of the Central Government as he is a Non Resident Individual. The Central Government granted its approval under Section 196 read with Schedule V of the Act for the said re-appointment of Mr. Bimal R. Thakkar.

Appointment of Non-Executive Independent Director and Whole Time Director of the Company:

Based on the recommendation of the Nomination and Remuneration Committee vide Circular Resolution passed on 18^th September, 2023, the Board of Directors ofyour Company, vide Circular Resolution dated 19^th September, 2023, have approved the appointment of Mr. Pheroze K. Mistry (DIN: 00344590), as an Additional Director in the category of Non-Executive Independent Director of your Company for a period of 5 (five) years w.e.f. 19^th September, 2023 subject to the approval of the Shareholders of the Company.

Further, pursuant to the recommendation of the Nomination and Remuneration Committee vide Resolution passed in its meeting held on 31^st October, 2023, the Board of Directors of your Company, vide Resolution dated 31^st October, 2023, have approved the

appointment of Mr. Arjuun Guuha (DIN: 10366057), as an Additional Director in the category of Whole Time Director of your Company for a period of 5 (five) years w.e.f. 31^st October, 2023 subject to the approval of the Shareholders of the Company.

The aforesaid appointments were subsequently approved by the Shareholders of the Company through Postal Ballot by remote E-voting facility on 7^th December, 2023.

During the Financial Year 2023-24, the following changes took place in the Board composition:

Name of Director	Designation	Date of Appointment
Mr. Pheroze Mistry Mr. Arjuun Guuha	Independent Director Whole Time Director	19th September, 2023 31st October, 2023

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Viren Merchant (DIN: 00033464) Non-Executive, Non-Independent Director of your Company, retires by rotation at the ensuing AGM and being eligible, Mr. Viren Merchant offers himself for re-appointment. Your Board has recommended his re-appointment.

Further, the Board of Directors, at its meeting held on 9^th May, 2024, approved the appointment of Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050) as an Additional Director in the category of Non-Executive Independent Director on the Board of the Company for a term of 5 (five) years, with effect from 9^th May, 2024.

The said appointments are subject to approval of the Shareholders at the ensuing AGM.

o Relationship between Directors Inter-se

The details of inter-se relationship between Directors are given in the Corporate Governance Report.

o Meetings of Board of Directors

Four meetings of the Board of Directors of the Company were held during the year. The detail of the Board Meetings are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Committees of the Board

The Company has duly constituted the Committees of the Board as required under the Act read with applicable Rules made thereunder and the Listing Regulations, as amended from time to time.

The Board of Directors of the Company has formed an Audit Committee which consists of Mr. Chandir G. Gidwani, Non-Executive Independent Director, as the Chairman, Mr. Ravinder Kumar Jain, Non-Executive Independent Director, Mr. Viren A. Merchant, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director as Members of the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board during the Financial Year.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Shareholders’ Grievance/ Stakeholders’ Relationship Committee

iii) Corporate Social Responsibility Committee

iv) Risk Management Committee

The details with respect to the constitution/ reconstitution, powers, roles, terms of reference, meetings held and attendance of the Members at such meetings of the relevant Committees and such other related details are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Act:

a) that in the preparation of the annual financial statements for the Financial Year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 2 of the Notes to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the Financial Year ended 31^st March, 2024;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

o Independent Directors’ Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Act and Regulation 25 of the Listing Regulations, as amended from time to time.

o Independence of the Board

The Board comprises of optimal number of Independent Directors. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) and Regulation 25 of the Listing Regulations and Section 149(6) of the Act:

1. Mr. Chandir G. Gidwani (DIN: 00011916);

2. Mr. Ravinder Kumar Jain (DIN: 00652148);

3. Ms. Deepa Misra Harris (DIN: 00064912);

4. Mr. Pheroze K. Mistry (DIN: 00344590); and

5. Mr. M. M. Srivastava IAS, (Retd.), (DIN: 02190050) [Appointed w.e.f. 9^th May, 2024, subject to approval of the Shareholders at the ensuing AGM].

All the abovenamed Directors have registered themselves with the Independent Directors Databank. They are exempted from the requirements of online proficiency self-assessment test conducted by ‘Indian Institute of Corporate Affairs’.

The Board is of the opinion that the Independent Directors of the Company, including those appointed during the year, possess the requisite qualifications, experience and expertise and hold the high standards of integrity.

o Meeting of Independent Directors

A meeting of the Independent Directors was held on 6^th March, 2024 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting.

o Performance Evaluation of the Board

Pursuant to the provisions ofthe Act and Regulation 17 ofthe Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually and also fulfillment by Independent Directors of criteria of independence as per the Listing Regulations and their independence from the Management of the Company.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

o Familiarization Programme for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance and marketing. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The

Directors appointed by the Board are given induction and orientation with respect to the Company’s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director and through a Corporate Presentation. The new Board Members are also acquainted to access the necessary documents/brochures, Annual Reports and Policies available on the Company’s website at www.adf-foods. com to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Familiarization Programme of the Company as specified under Regulation 46 of the Listing Regulations is displayed on the Company’s website at www.adf-foods.com and is available under the web-link:

https://adf-foods.com/wp-content/uploads/2024/05/Familiarization-Programme-2023-24.pdf

o Policy of Directors’ Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) read with Section 178(3) of the Act and the Listing Regulations, the Company has formulated a Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Annual Report.

I. Cash Flow Statement:

The Cash Flow Statement pursuant to Regulation 34(2) of the Listing Regulations is annexed to this Annual Report.

J. Consolidated Accounts:

The Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Act. The Consolidated Accounts of the Company and its Subsidiaries are annexed to this Annual Report.

K. Governance:

o Corporate Governance Report & Management Discussion and Analysis Report

In compliance with the provision of Regulation 34(3) and Schedule V of the Listing Regulations, a separate report on Corporate Governance along with Auditors’ certificate on its compliance has been provided separately which forms part of this Annual Report.

Report on Management Discussion and Analysis is provided in separate section which forms part of this Annual Report.

o Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy’ pursuant to Section 177 of the Act read with Regulation 22 of the Listing Regulations with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management and the Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the Listing Regulations. The Company did not receive any such complaints during the year, hence no complaints were pending as on 31^st March, 2024.

Whistle Blower Policy of the Company is displayed on the Company’s website at www.adf-foods.com and is available under the web link: https://adf-foods.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf

o Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure I to the Board’s Report forming part of this Annual Report and is also available on the website of the Company at www.adf-foods.com .

o Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 31000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board. In the opinion of the Board, there are no business risks that may threaten the existence of the Company.

o Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level controls, process level control and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

o Other Policies under the Listing Regulations

In accordance with the provisions of Regulation 30 of the Listing Regulations, the Company has framed a Policy for determination of Materiality for disclosure of events or information. The same has been hosted on the website of the Company at the link: https:// adf-foods.com/wp-content/uploads/2024/06/Policy-Determination-of-Material-Events.pdf

The details of the other policies of the Company can be obtained using the following web-links:

Sr. No.	Policy	Link
1	Code of Conduct	https://adf-foods.com/wp-content/uploads/2024/06/ADF-Code-of-Conduct.pdf
2	Nomination and Remuneration Policy	https://adf-foods.com/wp-content/uploads/2024/06/Nomination-and-Remuneration- Policy.pdf
3	Insider Trading Code	https://adf-foods.com/wp-content/uploads/2024/06/Insider-Trading-Code.pdf
4	Code of Practices & Procedures for Fair Disclosure of UPSI	https://adf-foods.com/wp-content/uploads/2024/06/Code-of-Practices-UPSI.pdf
5	Policy for Procedure of inquiry in case of leak of UPSI	https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Procedure-of-inquiry-in- case-of.pdf
6	Policy for Determination of Legitimate Purposes	https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Determination-of- Legitimate-Purposes.pdf
7	Whistle Blower Policy	https://adf-foods.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf
8	Related Party Transactions Policy	https://adf-foods.com/wp-content/uploads/2024/06/Related-Party-Transactions.pdf
9	Material Subsidiary Policy	https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Determining-Material- Subsidiary.pdf
10	CSR Policy	https://adf-foods.com/wp-content/uploads/2024/06/CSR-Policy.pdf
11	Familiarization Program	https://adf-foods.com/wp-content/uploads/2024/05/Familiarization- Programme-2023-24.pdf
12	Board Diversity Policy	https://adf-foods.com/wp-content/uploads/2024/06/ADF-Board-Diversity-Policy.pdf
13	Sexual Harassment policy	https://adf-foods.com/wp-content/uploads/2024/06/Sexual-Harrasement-Policy.pdf
14	Preservation of Documents	https://adf-foods.com/wp-content/uploads/2024/06/Preservation-of-Documents.pdf
15	Archival Policy	https://adf-foods.com/wp-content/uploads/2024/06/ADF-Archival-Policy.pdf
16	Dividend Distribution Policy	https://adf-foods.com/wp-content/uploads/2024/06/Dividend-Distribution-Policy.pdf

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

The Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation. The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the Board has constituted Internal Complaints Committees (‘ICCs’) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. ICCs is responsible for redressal of complaints related to sexual harassment at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company’s website at www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/2024/06/Sexual-Harrasement-Policy.pdf

During the year, the Company received one complaint of sexual harassment and the same has been resolved by taking appropriate actions by the Internal Complaints Committee of the Company.

L. Particulars of Employees:

o Key Managerial Personnel (KMP)

Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, Mr. Arjuun Guuha, Whole Time Director, Mr. Shardul Doshi, Chief Financial Officer and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company as on date of this Report.

Mr. Devang Gandhi, holding the position of Chief Operating Officer, resigned from the Company w.e.f. 31^st January, 2024. Mr. Arjuun Guuha was appointed in his place as the Whole Time Director w.e.f. 31^st October, 2023 to carry out the functions in the capacity of Director - Operations.

o Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. 1.02 Crores per annum or Rs. 8.50 Lakhs per month during the Financial Year 2023-24, if employed for a part of the year, as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO whose remuneration is commission based and drawn from the Company’s Subsidiary(ies). Mr. Shardul Doshi, CFO, Mr. Arjuun Guuha, Whole Time Director and Mr. Balark Banerjea, President - India Domestic Business.

Further, Mr. Devang Gandhi, COO of the Company was also drawing remuneration exceeding Rs. 8.50 Lakhs per month who resigned w.e.f. 31^st January, 2024.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure II that forms part of this Report.

o Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company’s steady performance.

M. Particulars of loans, guarantees or investments under Section 186 of the Act:

The Loans, Guarantees and Investments covered under Section 186 of the Act form part of the Notes to the Financial Statements provided in this Annual Report.

N. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons, Subsidiary Companies and other related parties which may have a potential conflict with the interest of the Company at large. Related Party Transactions are placed before the Audit Committee and also the Board for

approval wherever such approvals are applicable. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Further, as per the Listing Regulations, if any related party transaction exceeds t 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the Financial Year 2023-24 and, hence, the same is not required to be provided.

O. Public Deposits:

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Act and the Rules made thereunder during the Financial Year 2023-24.

P. Transfer of amounts to Investor Education and Protection Fund:

Pursuant to the provisions of Section 124 and Section 125(5) of the Act, the Company is required to transfer the dividends which remained unpaid or unclaimed for a period of 7 years to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. No dividend was declared by the Company for the Financial Year 2015-16, and hence during the Financial Year 2023-24, no dividend was due to be transferred to IEPF account.

Transfer of Equity Shares to the Demat account of IEPF Authority

Pursuant to the provision of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘Rules’), as amended from time to time, it is mandatory for the Company to transfer all the shares in the name of IEPF in respect of which dividend has not been claimed for seven consecutive years or more.

The Company did not declare dividend for the year 2015-16 and hence during the Financial Year 2023-24 the Company was not required to transfer any shares to IEPF Authority.

Q. Corporate Social Responsibility Initiatives:

The Company has a Corporate Social Responsibility (CSR) Policy and set up CSR Committee and the same is currently comprising of four Members viz. Mr. Viren Merchant, Non-Executive Non-Independent Director, Mr. Bimal R. Thakkar, Chairman, Managing Director and CEO, Mr. Jay M. Mehta, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director.

During the Financial Year 2023-24, the Company was required to spend an amount of Rs. 1,22,07,520.04 on the CSR activities pursuant to Section 135 of the Act after adjusting the excess CSR amount of Rs. 18,380.27 that was spent in the Financial Year 2022-23.

During the year, the Company had spent an amount of Rs. 1,23,35,432/- towards various meaningful CSR activities in the areas such as sponsoring education for underprivileged/disabled students, medical expenses for needy people, food expenses of residential care center for physically challenged youth and children undertaking cancer treatment, financial aid to underprivileged people, women empowerment etc.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been enclosed as Annexure III to this Report.

R. Business Responsibility & Sustainability Report:

A Business Responsibility & Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front is provided in separate section which forms part of this Annual Report.

S. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2024 is available on the Company’s website on:

https://adf-foods.com/wp-content/uploads/2024/06/Annual-Return-2023-24.pdf

T. Auditors and their Report: o Statutory Auditors

During the year, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Firm Registration No. 104607W/W100166) were the Statutory Auditors of the Company. At the Twenty-Ninth Annual General Meeting (“AGM”) held on 25^th September, 2019, the Members had approved their re-appointment as Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the said AGM till the conclusion of the ensuing 34^th AGM to be held for the Financial Year 2023-24.

Further, the term of M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, as the Statutory Auditors of the Company, will expire on the conclusion of the ensuing 34^th AGM to be held on 1^st August, 2024. In terms of the applicable provisions of the Act, they will not be eligible for re-appointment as Statutory Auditors of the Company, since they have completed two terms of 5 consecutive years each.

Accordingly, an item for appointment of M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W), as the Statutory Auditors of the Company is being placed at the ensuing AGM for approval of the Members. Information about the proposed appointment of statutory auditor is given in the Notice of AGM, which forms part of this Annual Report. The Board recommend their appointment to the Members.

The Board Members and the Audit Committee at their Meetings held on 9^th May, 2024 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence. The Bo ard Members and the Audit Committee expressed their satisfaction towards the same.

The Auditors’ Report for the Financial Year 2023-24, does not contain any qualification, reservation or adverse remarks and therefore there are no further explanations to be provided for in this Report.

o Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P. No. 8618), to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure IV.

There are no material observation or instances of non-compliance.

M/s. Keyul M. Dedhia & Associates have been re-appointed as the Secretarial Auditor of the Company for the Financial Year 2024-25.

o Internal Audit

The Company had appointed M/s. RMJ & Associates LLP, Chartered Accountants, Mumbai (Firm Registraion No. W100281) to conduct Internal Audit of the Company for the Financial Year 2023-24.

M/s. RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for the Financial Year 2024-25.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically appraised of the Internal Audit findings and corrective actions taken.

o Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

o Details with respect to fraud reported by the Auditors

During the year, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

U. Significant and material orders passed by the regulators:

During the year, the Company had received an order of adjudication of penalty of Rs. 4,00,000/- (Rupees Four Lakh Only), from the Registrar of Companies (ROC) - Gujarat and Adjudicating Officer, under Section 454(3) of the Act read with Rule 3 of the Companies (Adjudication of Penalties) Rules, 2014 for violation of provisions of Section 196 read with clause (e) of Part I of Schedule V of the Act with respect to the previous appointment of Mr. Bimal R. Thakkar as the Chairman, Managing Director & CEO of the Company effective from 1^st October, 2018 and ending on 30^th September, 2023. The said order dated 20^th February, 2024 was received by the Company on 28^th February, 2024. As per the said order, a penalty under Section 450 of the Act is imposed on the Company and Officers in Default for violation of Section 196 read with Schedule V of the Act as follows:

1) ADF Foods Limited - Rs. 2,00,000.

2) For four Officers in Default - Rs. 50,000 each.

The Company has preferred an appeal with the Regional Director, Ahmedabad, against the said order within the prescribed timeline to quash and set aside the said order and also to bring stay on effecting the said Order till hearing and final disposal of the present appeal. The decision of the Regional Director is awaited.

The Company does not foresee any material impact on financial or operational activities due to the said imposition of penalty. Also, the said order shall not have any impact on the going concern status of the Company and its future operations.

Apart from the above mentioned order, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

V. Listing of Shares:

The Company’s equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly paid the necessary listing fees with the concerned Stock Exchange(s) for the Financial Year 2023-24.

W. Technology and Quality:

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight.

Your Company has already obtained various Quality and Product Safety certifications such as the internationally recognized ISO 22000 certificate and GFSI-BRCGS (British Retail Consortium Brand Reputation Compliance Global Standard) Food Safety certification for its plants located at Nadiad, Gujarat and Nasik, Maharashtra.

X. Energy, Technology Absorption and Foreign Exchange:

Information required under Section 134(3)(m) of the Act read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms part of this Report as Annexure V.

Y. Code of conduct for Directors and Senior Management:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and forms part of this Annual Report.

Z. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

AA. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof:

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

BB. Disclosure Requirements:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of this Annual Report.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India and approved by the Central Government under Section 118 (10) of the Act.

CC. Acknowledgements:

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Bimal R. Thakkar Chairman, Managing Director & CEO

Mumbai, 9^th May, 2024 DIN: 00087404

Regd. Office:

83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat Tel.: [phone], Fax: [phone];

E-mail: [e-mail]; Website: www.adf-foods.com CIN: L15400GJ1990PLC014265

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Mar 31, 2023

The Directors have pleasure in presenting the Thirty Third Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

A. FINANCIAL RESULTS:

The performance of the Company for the Financial Year ended 31^st March, 2023 is summarized below:

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from operations	35,334.01	30,201.26	45,028.48	42,120.24
Other Income	1,010.78	910.93	1,121.05	946.15
Total Income	36,344.79	31,112.19	46,149.53	43,066.39
Total Expenditure
Cost of materials consumed	14,357.89	12,021.21	14,357.89	12,021.21
Purchase of Stock-in-trade	754.76	632.89	5,687.54	8,876.82
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(48.19)	(116.49)	1,397.04	67.96
Employee benefits expense	2,046.44	1,791.18	2,969.10	2,355.45
Financial cost	61.18	77.71	265.29	180.93
Depreciation and amortization	552.14	550.29	1,373.58	908.16
Other expenses	10,554.51	10,542.30	12,552.84	12,142.30
Total Expenses	28,268.73	25,499.09	38,603.28	36,552.83
Profit before exceptional and extraordinary items and tax	8,076.06	5,613.10	7,546.25	6,513.56
Exceptional Items	-	-	-	-
Profit before tax	8,076.06	5,613.10	7,546.25	6,513.56
Current tax	2,049.49	1,420.48	2,123.24	1,567.03
Deferred tax	223.78	43.15	35.38	94.27
Prior year’s tax adjustment	(197.87)	-	(197.87)	-
Total tax expenses	2,075.40	1,463.63	1,960.75	1,661.30
Net Profit ( ) / Loss (-)	6,000.66	4,149.47	5,585.50	4,852.26
Net other Comprehensive income for the year	(210.12)	55.67	143.42	159.62
Total comprehensive income for the year	5,790.54	4,205.14	5,728.92	5,011.88
EPS (Basic)	27.41	20.68	25.62	23.97
EPS (Diluted)	27.41	20.13	25.62	23.33
Previous year’s figures have been re-grouped wherever necessary.

FINANCIAL PERFORMANCE

The Standalone total income for the Financial Year ended 31^st March, 2023 stood at Rs. 36,344.79 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 31,112.19 Lakhs representing growth of 17%. The Consolidated total income for the Financial Year ended 31^st March, 2023 stood at Rs. 46,149.53 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 43,066.39 Lakhs representing growth of 7%.

The Standalone Profit Before Tax for the Financial Year ended 31^st March, 2023 stood at Rs. 8,076.06 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 5,613.10 Lakhs representing a remarkable growth of 44%. The Consolidated Profit Before Tax for the Financial Year ended 31^st March, 2023 stood at Rs. 7,546.24 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 6,513.56 Lakhs representing growth of 16%.

B. BUSINESS DEVELOPMENT:

During the year under review, the Company did a test launch of its products under its brand ‘ADF Soul’ in India on e-commerce platform from Q3 FY23. Initially, pickles and chutneys were introduced in traditional & in olive oil categories keeping in mind the health of the consumer. Subsequently, International gourmet category products featuring Dips, Italian Sauces & Thai Curry and other continental products were added. These products are available on Company’s own e-commerce platform (https://soul-foods.in/) and Amazon. Considering the encouraging response, the Company will soon make these products available on all other leading e-commerce platforms.

Further, a range of 35 new product variants were added across all categories in the International market. This includes Plant based curries, frozen sweets, frozen kulchas, cooking pastes, Indo Chinese and Indo Thai range in frozen category and murabbas under its flagship brand ‘ASHOKA’ and cooking pastes and essence water under ‘Khansaama’ brand.

The company also continued to grow its presence in the B2B space. During the year under review, the Company entered into two private label arrangements - one with a large ethnic foods brand for its products in the USA and the other with a large supermarket chain for supply of sauces and pastes under one of its brands.

Further, the Company entered into agency distribution contract with Ekaterra, a Netherland based company as Unilever divested majority of its tea making business. The said agency distribution contract entails distribution of tea under Lipton, Brooke Bond Red Label and Taj Mahal brands across major markets in the U.S.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this Report.

D. SHARE CAPITAL:

During the Financial Year 2020-21, the Company had done Preferential Allotment of 19,50,000 warrants at an issue price of Rs. 362 per warrant to certain promoters and non-promoters.

On 16^th March, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares and on 29^th April, 2022 the remaining 10,06,500 warrants were converted into equivalent number of equity shares.

The face value of each equity shares is Rs 10 and the premium is Rs 352. The aggregate subscription money received for full issue size is Rs. 7,059 Lakhs.

On 21^st April, 2022, the Company received listing approval of the National Stock Exchange of India Limited and on 06^th May, 2022, the Company received listing approval from BSE Limited for listing of 9,43,500 equity shares issued out of conversion of the said warrants. Further, on 03^rd June, 2022, the Company received listing approval of the National Stock Exchange of India Limited and on 10^th June, 2022, the Company received listing approval from BSE Limited for listing of balance 10,06,500 equity shares issued out of conversion of the said warrants. Accordingly, the paid up Equity Share Capital of the Company has been increased to Rs. 21.97 Crore.

Proceeds of Preferential Issue are being utilized for the purposes that have been mentioned in the Notice of Extra Ordinary General Meeting dated 4^th September, 2020 issued to the shareholders for their approval of the Preferential Issue.

In the Board Meeting held on 06^th May, 2023, the approval was granted for sub-division of 1 (One) fully paid-up Equity Share of the Company having face value of Rs. 10/- (Rupees Ten) each, into 5 (Five) fully paid-up Equity Shares having face value of Rs. 2/- (Rupee Two) each. The same will be subject to the approval of the Shareholders in the ensuing Annual General Meeting of the Company.

E. DIVIDEND:

Based on the performance of the Company, the Board of Directors of your Company recommended a Final Dividend of Rs. 5/- (Rupees Five) per share (i.e. 50%) on equity shares of face value of Rs. 10/- (Rupees Ten) each for the Financial Year ended 31^st March, 2023, subject to the approval of the Shareholders in the ensuing Annual General Meeting.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

The Register of Members and Share Transfer Books of the Company will remain closed from Friday, 4^th August, 2023 to Wednesday, 9^th August, 2023 (both days inclusive) for the purpose of payment of dividend for the Financial Year ended 31^st March, 2023.

According to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the top 1000 listed entities based on market capitalization, calculated as on 31^st March of every financial year are required to formulate a Dividend Distribution Policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their Annual Reports. Accordingly, the Dividend Distribution Policy of the Company can be accessed using the following link: https://adf-foods.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy-1.pdf

F. TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to General Reserves. Further, the Company does not propose to transfer any amount to General Reserve on declaration of the final dividend.

G. SUBSIDIARY COMPANIES:

During the year under review, the Company formed an Indian Subsidiary on 17^th May, 2022 named Telluric Foods Limited for the purposes of carrying out e-commerce and/or any other new age business in food sector. Further, the Company formed another Indian Wholly Owned Subsidiary on 8^th July, 2022 named Telluric Foods (India) Limited for the purpose of providing back end support for e-commerce activities related to food business. On 30^th September, 2022, Telluric Foods Limited was converted into step down Wholly Owned Subsidiary of the Company.

Accordingly, as on 31^st March, 2023, your Company has four Subsidiaries viz. ADF Foods UK Limited, Power Brands (Foods) Private Limited, ADF Foods (India) Limited and Telluric Foods (India) Limited and four step-down Subsidiaries viz. Telluric Foods Limited, ADF Holdings (USA) Limited, ADF Foods (USA) Limited and Vibrant Foods New Jersey LLC. Power Brands (Foods) Private Limited is undergoing Voluntary Liquidation vide Special Resolution passed by the Members on 5^th November, 2012. Hence, the annual financial statements as on 31^st March, 2023 of the said Subsidiary are not required to be prepared. During the year, the Board of Directors reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013. The Company has prepared consolidated financial statements of the Company which forms part of this Annual Report. The salient features of the financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company’s Subsidiaries.

The financial statements of each of the Subsidiaries of the Company, viz. ADF Foods (India) Limited, Telluric Foods (India) Limited, Telluric Foods Limited, ADF Foods UK Limited and ADF Holdings (USA) Limited (consolidated with its subsidiaries ADF Foods (USA) Limited & Vibrant Foods New Jersey LLC) as on 31^st March, 2023 may be accessed on the Company’s website www.adf-foods. com.

H. BOARD OF DIRECTORS AND COMMITTEES:

o Directors

During the year, no changes took place in the Board composition of the Company.

o Relationship between Directors Inter-se

The details of inter-se relationship between Directors are given in the Corporate Governance Report.

o Meetings of Board of Directors

Six meetings of the Board of Directors of the Company were held during the year. The detail of the Board Meetings are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Committees of the Board

The Company has duly constituted the Committees of the Board as required under the Companies Act, 2013 read with applicable Rules made thereunder and the Listing Regulations, as amended. The Board of Directors of the Company has formed an Audit Committee which consists of Mr. Chandir G. Gidwani, Non-Executive Independent Director, as the Chairman, Mr. Ravinder Kumar Jain, Non-executive Independent Director, Mr. Viren A. Merchant, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director as Members of the Audit Committee. Ms. Deepa Misra Harris was inducted as the Member of the Audit Committee w.e.f. 20^th May, 2022.

All the recommendations of the Audit Committee were accepted by the Board during the Financial Year under review.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Shareholders’ Grievance/ Stakeholders’ Relationship Committee

iii) Corporate Social Responsibility Committee

iv) Risk Management Committee

The details with respect to the constitution/ reconstitution, powers, roles, terms of reference, meetings held and attendance of the Members at such meetings of the relevant Committees and such other related details are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the Financial Year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 2 of the Notes to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the Financial Year ended 31^st March, 2023;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

o Independent Directors’ Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, as amended.

o Meeting of Independent Directors

A meeting of the Independent Directors was held on 7^th March, 2023 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting.

o Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually and also fulfillment by Independent Directors of criteria of independence as per the Listing Regulations and their independence from the Management of the Company.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

o Familiarization Program for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance and marketing. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company’s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director and through a Corporate Presentation. The new Board Members are also acquainted to access the necessary documents/ brochures, Annual Reports and Policies available on the Company’s website www.adf-foods.com to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Familiarization Programme of the Company as specified under Regulation 46 of the Listing Regulations is displayed on the Company''s website www.adf-foods.com and is available under the web-link:

https://adf-foods.com/wp-content/uploads/2023/04/FamiliarizationProgramme2022-23.pdf

Policy of Directors’ Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178(3) of the Act and the Listing Regulations, the Company has formulated a Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Report.

I. CASH FLOW STATEMENT:

The Cash Flow Statement pursuant to Regulation 34(2) of the Listing Regulations is annexed to this Report.

J. CONSOLIDATED ACCOUNTS:

The Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 ofthe Companies Act, 2013. The Consolidated Accounts of the Company and its Subsidiaries are annexed to this Report.

K. GOVERNANCE:

o Report on Corporate Governance & Management Discussion Analysis

In compliance with the requirements of Regulation 34(3) and Schedule V of the Listing Regulations, a separate report on Corporate Governance along with Auditors’ certificate on its compliance has been provided separately which forms part of this Annual Report.

Report on Management Discussion and Analysis is provided in separate section which forms part of this Annual Report.

o Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy’ pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management and the Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the Listing Regulations. The Company did not receive any such complaints during the year, hence no complaints were pending as on 31^st March, 2023.

Whistle Blower Policy of the Company is displayed on the Company''s website www.adf-foods.com and is available under the web link: https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-Policy-2.pdf

o Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure I to the Board’s Report forming part of this Annual Report and is also available on the website of the Company www.adf-foods.com.

o Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 31000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board. In the opinion of the Board, there are no business risks that may threaten the existence of the Company.

o Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level controls, process level control and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

o Other Policies under the Listing Regulations

In accordance with the provisions of Regulation 30 of the Listing Regulations, the Company has framed a Policy for determination of Materiality for disclosure of events or information.

The same has been hosted on the website ofthe Company at the link: https://adf-foods.com/wp-content/uploads/2016/01/Material-Events-21.12.2017.pdf

The details of the other policies of the Company can be obtained using the following web-links:
Sr. No.	Policy	Link
1	Code of Conduct	https://adf-foods.com/wp-content/uploads/2016/12/ADF-Code-of- Conduct.pdf
2	Nomination and Remuneration Policy	https://adf-foods.com/wp-content/uploads/2021/05/Nomination-and- Remuneration-Policy.pdf
3	Insider Trading Code	https://adf-foods.com/wp-content/uploads/2019/04/Insider-Trading- Code-2.pdf
4	Code of Practices & Procedures for Fair Disclosure of UPSI	https://adf-foods.com/wp-content/uploads/2020/07/Code-of-Practices- Procedures-for-Fair-Disclosure-of-UPSI.pdf
5	Policy for Procedure of inquiry in case of leak of UPSI	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Procedure-of-inquiry-in-case-of-leak-of-UPSI.pdf
6	Policy for Determination of Legitimate Purposes	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Determination-of-Legitimate-Purposes.pdf
7	Whistle Blower Policy	https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower- Policy-2.pdf
8	Related Party Transactions Policy	https://adf-foods.com/wp-content/uploads/2022/04/Related-Party- Transactions-Policy.pdf
9	Material Subsidiary Policy	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Determining-Material-Subsidiary.pdf
10	CSR Policy	https://adf-foods.com/wp-content/uploads/2021/07/CSR-Policy-1.pdf
11	Familiarization Program	https://adffoods.com/wpcontent/uploads/2023/04/ FamiliarizationProgramme2022-23.pdf
12	Board Diversity Policy	https://adf-foods.com/wp-content/uploads/2016/01/ADF-Board-Diversity-Policy.p df
13	Sexual Harassment Policy	https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual- Harassment-policy.pdf
14	Preservation of Documents	https://adf-foods.com/wp-content/uploads/2016/01/Preservation-of- Documents.pdf
15	Archival Policy	https://adf-foods.com/wp-content/uploads/2016/05/ADF-Archival- Policy.pdf
16	Dividend Distribution Policy	https://adf-foods.com/wp-content/uploads/2021/07/Dividend- Distribution-Policy-1.pdf

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

The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any such complaints during the Financial Year 2022-23.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company''s website www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual-Harassment-policy.pdf

The Company has duly complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, no complaints were received and pending to be resolved pertaining to the sexual harassment.

L. PARTICULARS OF EMPLOYEES:

o Key Managerial Personnel (KMP)

Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, Mr. Devang Gandhi, Chief Operating Officer, Mr. Shardul Doshi, Chief Financial Officer and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company as on date of this Report.

Further, Mr. Bimal R. Thakkar has been appointed as the ‘Chairman, Managing Director & CEO’ of the Company for a period of five years w.e.f. 1^st October, 2018. The current tenure of Mr. Bimal R. Thakkar will end on 30^th September, 2023. In this regard, on 30^th January, 2023, the Board of Directors of the Company based on the recommendation of Audit Committee and Nomination and Remuneration Committee approved the re-appointment of Mr. Bimal R. Thakkar as the Chairman, Managing Director & CEO of the Company for a period of five years w.e.f. 1^st October, 2023. The same was approved by the Shareholders of the Company through Postal Ballot on 11^th March, 2023. Also, pursuant to Schedule V of the Act, re-appointment of Mr. Bimal R. Thakkar as the Managing Director of the Company shall require approval of the Central Government as he is a Non Resident Individual. The Company has approached the Central Government for its approval for the said re-appointment.

o Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. 1.02 Crores per annum or Rs. 8.50 Lakhs per month during the Financial Year 2022-23, if employed for a part of the year, as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO whose remuneration is commission based and drawn from the Company’s Subsidiary, Mr. Shardul Doshi, CFO and Mr. Devang Gandhi, COO of the Company.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure II that forms part of this Report.

o Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company’s steady performance.

M. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

N. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons, Subsidiary Companies and other related parties which may have a potential conflict with the interest of the Company at large. Related Party Transactions are placed before the Audit Committee and also the Board for approval wherever such approvals are applicable. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Further, as per the Listing Regulations, if any related party transaction exceeds t 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. Therefore, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for the Financial Year 2022-23 and, hence, the same is not required to be provided.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, Company has formulated a ‘Policy on determining Material Subsidiaries’. The Policy is posted on website of the Company viz. www.adf-foods.com.

The web link of the said Policy is: https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-Determining-Material-Subsidiarypdf

O. PUBLIC DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Rules made thereunder during the Financial Year 2022-23.

P. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125(5) of the Companies Act, 2013, dividends pertaining to the Financial Year 2014-15 amounting to Rs. 16,09,557/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund (“IEPF”) during the financial year under review.

Transfer of Equity Shares to the Demat account of IEPF Authority -

Pursuant to the provision of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘Rules’), as amended from time to time, it is mandatory for the Company to transfer all the shares in the name of IEPF in respect of which dividend has not been claimed for seven consecutive years or more.

In compliance with the said Rules, during the Financial Year 2022-23, there were 317 Shareholders holding 45,572 equity shares of Rs. 10/- each whose shares were transferred to IEPF.

The list of the aforesaid shareholders whose shares were transferred to IEPF is available at the below mentioned web-link: https://adf-foods.com/wp-content/uploads/2022/12/Details-of-Shares-Transferred-to-IEPF-2022.pdf

Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has a Corporate Social Responsibility (CSR) Policy and set up CSR Committee and the same is currently comprising of four Members viz. Mr. Viren Merchant, Non-Executive Non-Independent Director, Mr. Bimal R. Thakkar, Chairman, Managing Director and CEO, Mr. Jay M. Mehta, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director.

During the Financial Year 2022-23, the Company was required to spend an amount of Rs. 95,12,799.73 on the CSR activities pursuant to Section 135 of the Companies Act, 2013 after adjusting the excess CSR amount of Rs. 1,13,515.09 that was spent in the Financial Year 2021-22.

During the year, the Company had spent an amount of Rs. 95,31,180/- towards various meaningful CSR activities in the areas such as sponsoring education for underprivileged/disabled students, medical expenses for needy people, food expenses of residential care center for physically challenged youth, women’s hostel and cancer patients, financial aid to underprivileged people, women empowerment, donation to animal welfare center, environment protection through tree plantation etc.

The CSR Policy of the Company and the relevant report as per the Companies

(Corporate Social Responsibility Policy) Rules, 2014 have been enclosed as Annexure III to this Report.

R. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

A Business Responsibility & Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front is provided in seperate section which forms part of this Annual Report.

S. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st March, 2023 is available on the Company’s website on:

https://adf-foods.com/wp-content/uploads/2023/07/Annual-Return-2022-23.pdf

T. AUDITORS AND THEIR REPORT:

o Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Registration No. 104607W/W100166) are the Statutory Auditors of the Company. At the Twenty-Ninth Annual General Meeting (“AGM”) held on 25^th September, 2019, the Members had approved their re-appointment as Statutory Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the AGM to be held for the Financial Year 2023-24.

The requirement of seeking ratification by the Members for continuance of their appointment has been withdrawn consequent to changes made by the Companies (Amendment) Act, 2018 with effect from 7^th May, 2018. Hence, the Resolution seeking ratification of the Members for their appointment is not being placed at the ensuing AGM.

The Board Members and the Audit Committee at their Meetings held on 6^th May, 2023 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence. The Bo ard Members and the Audit Committee expressed their satisfaction towards the same and approved for their continuity as Statutory Auditors of the Company.

The Auditors’ Report for the Financial Year 2022-23, does not contain any qualification, reservation or adverse remarks and therefore there are no further explanations to be provided for in this Report.

o Details with respect to fraud reported by Auditors

During the year under review, no fraud was reported by Auditors.

o Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P. No. 8618), to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed herewith as Annexure IV.

There are no material observation or instances of non-compliance.

M/s. Keyul M. Dedhia & Associates have been re-appointed as the Secretarial Auditor of the Company for the Financial Year 202324.

o Internal Audit

The Company had appointed M/s. RMJ & Associates LLP, Chartered Accountants, Mumbai (Registration No. AAM 0182) to conduct Internal Audit of the Company for the Financial Year 2022-23.

M/s. RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for the Financial Year 2023-24.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

o Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

V. LISTING OF SHARES:

The Company’s equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly paid the necessary listing fees with the concerned Stock Exchange(s) for the financial year under review.

W. TECHNOLOGY AND QUALITY:

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight.

Your Company has already obtained various Quality and Product Safety certifications such as the internationally recognized ISO 22000 certificate and GFSI-BRCGS (British Retail Consortium Brand Reputation Compliance Global Standard) Food Safety certification for its plants located at Nadiad, Gujarat and Nasik, Maharashtra.

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms part of this Report as Annexure V.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and forms part of this Annual Report.

Z. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

AA.THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

BB. DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of this Annual Report.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.

CC.ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers and all other stakeholders.

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Mar 31, 2022

Your Directors have pleasure in presenting the Thirty Second Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

A. FINANCIAL RESULTS:

The performance of the Company for the financial year ended March 31, 2022 is summarized below:

Rs. in Lakhs
Particulars	Standalone		Consolidated
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	30,201.26	23,664.10	42,120.24	36,982.25
Other Income	910.93	424.85	948.92	550.63
Total Income	31,112.19	24,088.95	43,069.16	37,532.88
Total Expenditure
Cost of materials consumed	12,021.21	10,733.14	12,021.21	10,733.14
Purchase of Stock-in-trade	632.89	740.43	8,876.82	12,488.52
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(116.49)	(165.80)	67.96	(1,709.26)
Employee benefits expense	1,791.18	1,476.72	2,355.45	1,764.35
Financial cost	77.71	115.83	180.93	115.99
Depreciation and amortization	550.29	588.77	908.16	588.99
Other expenses	10,542.30	5,680.38	12,145.07	6,879.78
Total Expenses	25,499.09	19,169.47	36,555.60	30,861.51
Profit before exceptional and extraordinary items and tax	5,613.10	4,919.48	6,513.56	6,671.37
Exceptional Items	-	-	-	-
Profit before tax	5,613.10	4,919.48	6,513.56	6,671.37
Current tax	1,420.48	1,225.51	1,567.03	1,284.42
Deferred tax	43.15	25.41	94.27	380.04
Prior year’s tax adjustment	-	-	-	-
Total tax expenses	1,463.63	1,250.92	1,661.30	1,664.46
Net Profit ( ) / Loss (-)	4,149.47	3,668.56	4,852.26	5,006.91
Net other Comprehensive income for the year	55.67	189.53	159.62	183.24
Total comprehensive income for the year	4,205.14	3,858.09	5,011.88	5,190.15
EPS (Basic)	20.68	18.32	23.97	25.01
EPS (Diluted)	20.13	17.56	23.33	23.96
Previous year’s figures have been re-grouped wherever necessary.

FINANCIAL PERFORMANCE

The Standalone total income for the financial year ended March 31, 2022 stood at Rs. 31,112.19 Lakhs as against the corresponding figures of previous financial year which stood at Rs. 24,088.95 Lakhs representing growth of 29%. The Consolidated total income for the financial year ended March 31, 2022 stood at Rs. 43,069.16 Lakhs as against the corresponding figures of previous financial year which stood at Rs. 37,532.88 Lakhs representing growth of 15%.

The Standalone Profit Before Tax (PBT) for the financial year ended March 31, 2022 stood at Rs. 5,613.10 Lakhs as against the corresponding figures of previous financial year which stood at Rs. 4,919.48 Lakhs representing growth of 14%. The Consolidated Profit Before Tax (PBT) for the financial year ended March 31, 2022 stood at Rs. 6,513.56 Lakhs as against the corresponding figures of previous financial year which stood at Rs. 6,671.37 Lakhs.

B. BUSINESS DEVELOPMENT:

During the year under review, the Company launched new product variants across categories. This includes frozen kulchas, frozen snacks, ready to eat curries and chutneys under the Ashoka brand.

Further, the Company commenced operations from leased warehouse in the New Jersey, USA which serves as a distribution Center for the Company, to ensure uninterrupted product supply. Additionally the Company took on lease a second warehouse in Georgia, USA with an area of 33,000 Sq. Ft. Both the warehouses together provide a combined leasehold area of 1 Lac square feet.

The Company’s Wholly Owned Subsidiary, ADF Foods UK Limited, entered into an exclusive distribution agreement with Patanjali Ayurved Limited (Patanjali). This agreement entails the distribution of Patanjali consumer goods in the geographic regions of Western Europe and United Kingdom.

Moreover, the Company established a step-down subsidiary named Vibrant Foods New Jersey LLC, which acts as a distribution entity. This has enabled direct reach to retailers, better push of products, and optimization of margins.

The Company received approval from the Government of India under Category III of the Production Linked Incentive Scheme for Food Processing Industries. The financial incentive would cover international branding and marketing expenditure for a fixed sum of budgeted outlay (50% of marketing expenditure or 3% of sales, whichever is lower), subject to a maximum incentive of Rs 61.35 Crores during the scheme tenure from FY2022 to FY2026. This will help in augmenting export sales through increased branding expenditure.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of this Report.

D. SHARE CAPITAL:

During the Financial Year 2020-21, the Company had allotted 19,50,000 warrants convertible into equivalent number of equity shares to certain Promoters and Non-Promoters on preferential basis at an Issue Price of Rs. 362 per warrant. During the Financial Year 2021-22, 9,43,500 warrants were converted into equivalent number of equity shares. Thereafter, on 29^th April, 2022, the remaining 10,06,500 warrants were converted into equivalent number of equity shares. The Paid up Equity Share Capital of the Company as on date is Rs. 21.97 Crore.

Proceeds of Preferential Issue made vide Members Resolution dated October 5, 2020 amounting to Rs. 17.64 Crores (25% of the Issue Price of Rs. 362/- share) have been utilized for the purposes that have been mentioned in the Notice of Extra Ordinary General Meeting dated September 4, 2020 issued to the shareholders for their approval of the Preferential Issue.

E. DIVIDEND:

The Board of Directors has recommended a Final Dividend @ Rs. 4/- per share (i.e. 40%) on equity shares of face value of Rs. 10/- each for the Financial Year ended March 31, 2022, subject to the approval of the shareholders in the ensuing Annual General Meeting.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. The Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

F. TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to General Reserves. Further, the Company does not propose to transfer any amount to general reserve on declaration of the final dividend.

G. SUBSIDIARY COMPANIES:

Your Company has three Subsidiaries viz. ADF Foods UK Ltd., Power Brands (Foods) Pvt. Ltd., ADF Foods (India) Ltd., and three step down Subsidiaries viz. ADF Holdings (USA) Ltd., ADF Foods (USA) Ltd. and Vibrant Foods New Jersey LLC as on March 31, 2022. Power Brands (Foods) Pvt. Ltd. is undergoing Voluntary Liquidation vide Special Resolution passed by the Members on November 5, 2012. Hence, the annual financial statements as on March 31, 2022 of the said Subsidiary are not required to be prepared. During the year, the Board of Directors reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013. The Company has prepared consolidated financial statements of the Company which forms part of the Annual Report. The salient features of the financial statements of the Subsidiaries are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company’s Subsidiaries.

On May 17, 2022, the Company formed an Indian Subsidiary named Telluric Foods Limited for the purpose of carrying out e-commerce and/ or any other new age business in food sector.

The financial statements of each of the Subsidiaries as on March 31, 2022 may be accessed on the Company’s website www.adf-foods.com.

H. BOARD OF DIRECTORS AND COMMITTEES:

o Directors

During the year, no changes took place in the Board composition of the Company. o Relationship between Directors Inter-se

The details of inter-se relationship between Directors are given in the Corporate Governance Report. o Meetings of Board of Directors

Six meetings of the Board of Directors of the Company were held during the year. The detail of the Board Meetings are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Committees of the Board

The Company has duly constituted the Committees of the Board as required under the Companies Act, 2013 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Board of Directors of the Company has formed an Audit Committee which consists of Mr. Chandir G. Gidwani, Independent Director as Chairman, Mr. Ravinder Kumar Jain, Independent Director and Mr. Viren A. Merchant, Non-Executive Non-Independent Director, as Members of the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board during the financial year under review.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Shareholders’ Grievance/ Stakeholders’ Relationship Committee

iii) Corporate Social Responsibility Committee

iv) Risk Management Committee

The details with respect to the constitution/ reconstitution, powers, roles, terms of reference, meetings held and attendance of the Members at such meetings of the relevant Committees and such other related details are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report.

o Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the financial year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 2 of the Notes to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year and of the Profit and Loss of the Company for the financial year ended March 31, 2022;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

o Independent Directors’ Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

o Meeting of Independent Directors

A meeting of the Independent Directors was held on March 7, 2022 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting.

o Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually and also fulfillment by Independent Directors of criteria of independence as per SEBI (LODR) Regulations, 2015 and their independence from the Management of the Company.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. o Familiarization Program for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance, industry and law. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company’s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director and through a Corporate Presentation. The new Board Members are also acquainted to access the necessary documents/ brochures, Annual Reports and Policies available on the Company’s website www.adf-foods.com to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Familiarization Programme of the Company as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is displayed on the Company''s website www.adf-foods.com and is available under the weblink: https://adf-foods.com/wp-content/uploads/2022/04/Familiarization-Programme-2021-22.pdf

o Policy on Directors’ Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 (“the Act”) read with Section 178(3) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Report.

I. CASH FLOW STATEMENT:

The Cash Flow Statement pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

J. CONSOLIDATED ACCOUNTS:

The Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Companies Act, 2013. The Consolidated Accounts of the Company and its Subsidiaries are annexed to this Report.

K. GOVERNANCE:

o Report on Corporate Governance

In compliance with the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance along with Auditors’ certificate on its compliance has been provided elsewhere in this Annual Report which forms part of this Report.

Report on Management Discussion and Analysis is provided in separate section at Annexure A and forms part of this Annual Report. Various information required to be disclosed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is set out in the Annexure B and forms part of this Report.

o Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy’ pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management and the Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the SEBI (LODR) Regulations, 2015. The Company did not receive any such complaints during the year, hence no complaints were pending as on March 31, 2022.

Whistle Blower Policy of the Company is displayed on the Company''s website www.adf-foods.com and is available under the web link: https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-Policy-2.pdf

o Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure II to the Board’s Report forming part of the Annual Report and is also available on the website of the Company www.adf-foods.com.

o Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 31000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board. In the opinion of the Board, there are no business risks that may threaten the existence of the Company.

o Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level controls, process level control and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

o Other Policies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Policy for determination of Materiality for disclosure of events or information.

The same has been hosted on the website of the Company at the link: https://adf-foods.com/wp-content/uploads/2016/01/Material-Events-21.12.2017.pdf

The details of the other policies of the Company can be obtained using the following web-links:
Sr. No.	Policy	Link
1	Code of Conduct	https://adf-foods.com/wp-content/uploads/2016/12/ADF-Code-of- Conduct.pdf
2	Nomination and Remuneration Policy	https://adf-fo ods.com/wp-co nte nt/uploads/2021/05/N o minatio n-and-Remuneration-Policy.pdf
3	Insider Trading Code	https://adf-foods.com/wp-content/uploads/2019/04/Insider-Trading- Code-2.pdf
4	Code of Practices & Procedures for Fair Disclosure of UPSI	https://adf-foods.com/wp-content/uploads/2020/07/Code-of-Practices- Procedures-for-Fair-Disclosure-of-UPSI.pdf
5	Policy for Procedure of inquiry in case of leak of UPSI	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Procedure-of-inquiry-in-case-of-leak-of-UPSI.pdf
6	Policy for Determination of Legitimate Purposes	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Determination-of-Legitimate-Purposes.pdf
7	Whistle Blower Policy	https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower- Policy-2.pdf
8	Related Party Transactions Policy	https: // adf-foods.com/wp-content/ uploads/2022/04/Related-Party-Transactions-Policy.pdf
9	Material Subsidiary Policy	https://adf-foods.com/wp-content/uploads/2019/04/Policy-for- Determining-Material-Subsidiary.pdf
10	CSR Policy	https://adf-foods.com/wp-content/uploads/2021/07/CSR-Policy-1.pdf
11	Familiarization Program	https://adf-foods.com/wp-content/uploads/2022/04/Familiarization- Programme-2021-22.pdf
12	Board Diversity Policy	https://adf-foods.com/wp-content/uploads/2016/01/ADF-Board- Diversity-Policy.pdf
13	Sexual Harassment policy	https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual- Harassment-policy.pdf
14	Preservation of Documents	https://adf-foods.com/wp-content/uploads/2016/01/Preservation-of- Documents.pdf
15	Archival Policy	https://adf-foods.com/wp-content/uploads/2016/05/ADF-Archival- Policy.pdf
16	Dividend Distribution Policy	https://adf-foods.com/wp-content/uploads/2021/07/Dividend- Distribution-Policy-1.pdf

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

The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company did not receive any such complaints during the financial year 2021-22.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company’s website www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual-Harassment-policy.pdf

The Company has duly complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the FY 2021-22, no complaints were received and pending to be resolved pertaining to the sexual harassment.

L. PARTICULARS OF EMPLOYEES:

o Key Managerial Personnel (KMP)

Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, Mr. Devang Gandhi, Chief Operating Officer, Mr. Shardul Doshi, Chief Financial Officer and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company as on date of this Report.

o Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. 1.02 Crores per annum or Rs. 8.50 Lakhs per month during the financial year 2021-22, if employed for a part of the year, as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO of the Company whose remuneration is commission based and drawn from the Company’s Subsidiary.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure I that forms part of the Board’s Report.

o Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company’s steady performance.

M. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements provided in this Annual Report.

N. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons, Subsidiary Companies and other related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior Omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval/ noting on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Pursuant to clause (h) of Sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosure of particulars of contracts/ arrangements entered into by the Company with related parties as specified in Sub-Section (1) of Section 188 of the Companies Act, 2013 are disclosed in Form AOC-2 which is attached as Annexure V to this Report.

Pursuant to requirements of Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company has formulated a ‘Policy on determining Material Subsidiaries’. The Policy is posted on website of the Company viz. www.adf-foods.com.

The web link of the said Policy is: https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-Determining-Material-Subsidiary.pdf

O. PUBLIC DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Rules made thereunder during the financial year 2021-22.

P. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of Section 125(5) of the Companies Act, 2013, dividends pertaining to the financial year 2013-14 (Final) amounting to Rs. 11,11,325/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund during the financial year under review.

Transfer of Equity Shares to the Demat account of IEPF Authority -

Pursuant to the provision of Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘Rules’), as amended from time to time, it is mandatory for the Company to

transfer all the shares in the name of Investor Education and Protection Fund (IEPF) in respect of which dividend has not been claimed for seven consecutive years or more.

In compliance with the said Rules, during the financial year 2021-22, there were 335 shareholders holding 39,849 equity shares of Rs. 10/- each whose shares were transferred to IEPF.

The list of the aforesaid shareholders whose shares were transferred to IEPF is available at the below mentioned web-link: https://adf-foods.com/wp-content/uploads/2022/04/Details-of-Shares-Transferred-to-IEPF-2021.pdf

Q. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Company has a Corporate Social Responsibility (CSR) Policy and set up CSR Committee and the same is currently comprising of four Members viz. Mr. Viren Merchant, Non-Executive Non-Independent Director, Mr. Bimal R. Thakkar, Chairman, Managing Director and CEO, Mr. Jay M. Mehta, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director.

During the Financial Year 2021-22, the Company was required to spend an amount of Rs. 88,31,734.91 on the CSR activities pursuant to Section 135 of the Companies Act, 2013.

During the year, the Company had spent an amount of Rs. 89,45,250/- towards various meaningful CSR activities in the areas such as education for underprivileged and disabled, Covid relief measures, food and medical expenses of poor people, women empowerment, animal protection, environment protection through tree plantation etc.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-IV to this Report.

R. BUSINESS RESPONSIBILITY REPORT:

A Business Responsibility Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front forms part of this Annual Report as Annexure C.

S. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company’s website on: https://adf-foods.com/wp-content/uploads/2022/06/Annual-Return-2021-22.pdf

T. AUDITORS AND THEIR REPORT:

o Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Registration No. 104607W/W100166) are the Statutory Auditors of the Company. At the Twenty-Ninth AGM held on September 25, 2019, the Members had approved their re-appointment as Statutory Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the AGM to be held for the Financial Year 2023-24.

The requirement of seeking ratification by the Members for continuance of their appointment has been withdrawn consequent to changes made by the Companies (Amendment) Act, 2018 with effect from May 7, 2018. Hence, the Resolution seeking ratification of the Members for their appointment is not being placed at the ensuing Annual General Meeting.

The Board Members and the Audit Committee at their Meetings held on May 20, 2022 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence. The Board Members and the Audit Committee expressed their satisfaction towards the same and approved for their continuity as Statutory Auditors of the Company.

The Auditors’ Report for 2021-22, does not contain any qualification, reservation or adverse remarks and therefore there are no further explanations to be provided for in this Report.

o Details with respect to fraud reported by Auditors

During the year under review, no fraud was reported by Auditors. o Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P. No. 8618), to undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The Secretarial Audit Report is annexed herewith as Annexure III.

There are no material observation or instances of non-compliance in respect of the same subject to the following observations:

The Company has received information for creation of pledge dated March 30, 2022 and dated March 31, 2022, on April 1, 2022 and the same was submitted by the Company to Stock Exchanges on April 13, 2022 with delay of 8 [eight] days under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

The Company’s explanation to the same is as under:

The Company had filed the said pledge disclosure under Regulation 31(1) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 within the prescribed time limit. Under the SEBI (Prohibition of Insider Trading) Regulations, 2015, the due date for filing the disclosure received under Regulation 7 was April 05, 2022. However, the same was filed with a delay of 8 days inadvertently under the said Regulations.

Keyul M. Dedhia & Associates have been re-appointed as the Secretarial Auditor of the Company for the F.Y. 2022-23. o Internal Audit

The Company had appointed RMJ & Associates LLP, Chartered Accountants, Mumbai (Registration No. AAM 0182) to conduct Internal Audit of Nasik, Nadiad and Mumbai Divisions of the Company for the Financial Year 2021-22.

RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for all divisions across the organization for the F.Y. 2022-23.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

o Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the financial year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

V. LISTING OF SHARES:

The Company’s equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly paid the necessary listing fees with the concerned Stock Exchange(s) for the financial year under review.

W. TECHNOLOGY AND QUALITY:

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight.

Your Company has already obtained various Quality and Product Safety certifications such as the internationally recognized ISO 22000 certificate and GFSI-BRCGS (British Retail Consortium Brand Reputation Compliance Global Standard) Food Safety certification for its plants located at Nadiad, Gujarat and Nasik, Maharashtra.

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information required under Section 134(3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms part of this Report at Annexure VI.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and forms part of the Annual Report.

Z. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable.

AA. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

BB. DISCLOSURE REQUIREMENTS:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report of the Company, which forms part of the Annual Report.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.

CC. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Bimal R. Thakkar Chairman, Managing Director & CEO DIN: 00087404

Mumbai, May 20, 2022 Regd. Office:

83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat Tel.: [phone], Fax: [phone];

E-mail: [e-mail]; Website: www.adf-foods.com

CIN: L15400GJ1990PLC014265

---

Mar 31, 2018

The Directors have pleasure in presenting the Twenty Eighth Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March 2018.

A. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31^st March 2018 is summarized below:

(Rs. in Lakh)

	Standalone		Consolidated
Particulars	2017-18	2016-17	2017-18	2016-17
Net sales/Income from operation	17,169.05	16,567.12	20,892.69	20,115.12
Other Income	1,070.89	560.75	1,066.38	636.38
Total Income	18,239.94	17,127.87	21,959.07	20,751.50
Less: Total expenditure
Cost of materials consumed	7,820.54	7,908.00	7,820.54	7,908.00
Excise Duty	12.21	31.39	12.21	31.39
Purchase of Stock-in-trade	1,140.78	1,109.38	3,410.44	3,086.43
Changes in inventories of finished goods, work-in-progress and stock-in-trade	276.77	(94.65)	149.50	(88.95)
Employee benefits expense	1,386.64	1,378.44	1,638.34	1,737.31
Financial Expenses	112.71	94.56	112.71	94.56
Depreciation and amortization	435.92	435.19	683.98	455.85
Other expenses	3,974.03	4,058.31	4,925.15	5,253.11
Total expenses	15,159.60	14,920.62	18,752.87	18,477.70
Profit before exceptional and extraordinary items and tax	3,080.34	2,207.25	3,206.20	2,273.80
Exceptional Items	-	-	-	-
Profit before tax	3,080.34	2,207.25	3,206.20	2,273.80
Current tax	1,023.20	639.89	1,029.70	644.48
Deferred tax	(165.23)	131.62	369.18	170.54
Prior year’s tax adjustment	-	-	-	-
Total tax expenses	857.97	771.51	1,398.88	815.02
Prior Period adjustments (Net off)	-	-	-	-
Net Profit ( ) / Loss (-)	2,222.37	1,435.74	1,807.32	1,458.78
Less : share of minority interest	-	-	-	-
Profit/loss for the period after minority interest	2,222.37	1,435.74	1,807.32	1,458.78
Net other Comprehensive income for the year	(509.34)	236.74	(629.94)	215.66
Total comprehensive income for the year	1,713.03	1,672.48	1,177.38	1,674.44
EPS (Basic)	10.48	6.77	8.52	6.88
EPS (Diluted)	10.48	6.77	8.52	6.88

Previous year’s figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

- Standalone results

During the year under review, your Company has recorded revenue from operations (net) of Rs. 17,169.05 Lakh as against Rs. 16,567.12 Lakh in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 31^st March 2018 was Rs.2,222.37 Lakh as against Rs.1,435.74 Lakh in the previous year recording a magnificent growth over 50%. The improvement in the profitability could be achieved through right product mix and operational efficiency.

- Consolidated Results

Your Company has recorded revenue from operations (net) of Rs. 20,892.69 Lakh as against Rs. 20,115.12 Lakh in the previous year. The net profit (after tax and extra ordinary items) for the financial year was Rs 1,807.32 Lakh, as against Rs. 1,458.78 Lakh during the previous year recording an increase over 20%. The improvement in the profitability could be achieved on account of improvement in our US operations through effective cost control measures.

B. BUSINESS DEVELOPMENT

Domestic Business:

The Company’s core brand, ADF Soul is showcased at major supermarkets across the metro cities. The products are now available on ecommerce sites like FlipKart, Grofers and will be soon available on Amazon. The Company has a new sales and marketing team on board for its domestic business . The team is focused to build strong distribution network and brand recognition. The growth of the domestic business has been slow but the Company is confident of increasing its presence in the market with its innovative and healthy range of products.

US Business:

The Company has launched new products under PJ’s Organics and Nate’s brand. The Company’s US operating subsidiary i.e. ADF Foods (USA) Ltd. has engaged a co-manufacturer in California in addition to the existing co-manufacturer in order to enhance the production capacity. We are looking forward to the launch of new and exciting products in the US market during the current fiscal year.

International Business:

The appointment of new country managers for Europe, Canada, GCC, Levant Countries, Asia Pacific & Africa has strengthened the Sales team and the same will expand our reach to these markets. The Company has introduced new products like baked Vada Pav, Makhana Pops, etc. under its Frozen and Ambient range under ASHOKA brand. The Company has also launched new rice products in 3 delicious variants under its Truly Indian Organic Ready to Eat range. The Company’s ADF Soul Brand has won the prestigious ‘Great Taste Award’ in the Ready to Eat category for Punjabi Choley in the UK. The Company has also introduced new products under Aeroplane and Camel brands.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of the report.

D. SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2018 was Rs. 21.20 Crore. During the year under review, the Company has not issued or allotted any securities.

E. BUYBACK:

The Board of Directors of the Company, at its meeting held on 5^th June, 2018 has passed the resolution for Buyback of the Company’s equity shares from open market through Stock Exchange mechanism. The said Buyback has been approved by the shareholders vide special resolution on 12^th July, 2018 by way of Postal Ballot.

The buyback of equity Shares shall be at a price not exceeding INR 300 per equity share of Rs. 10/- each for an aggregate amount not exceeding INR 30,00,00,000 (Rupees Thirty Crores only) representing 14.52 % of the paid up equity capital and free reserves as per the latest audited Annual Financial Statements of the Company for the financial year ended March 31, 2018. The maximum buy back size and maximum buyback price shall not include brokerage, fees, turnover charges, taxes such as securities transaction tax, GST, stamp duty and other transaction charges, if any.

The buyback has commenced w.e.f. 23^rd July, 2018.

F. DIVIDEND :

In view of the buyback, the Board did not declare dividend on the equity shares of the Company for the year under review.

G. TRANSFER TO RESERVES:

During the year under review, your Company has not transferred any amount to General Reserves.

H. SUBSIDIARY COMPANIES :

Your Company has three subsidiaries namely ADF Foods UK Ltd, Power Brands (Foods) Pvt. Ltd. and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd as on 31^st March, 2018. M/s Power Brands (Foods) Pvt. Ltd, 100% wholly owned subsidiary of the Company, is undergoing Voluntary Liquidation vide Special resolution passed by the Members on 5^th November, 2012. During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section 129 (3) of the Companies Act, 2013. We have prepared consolidated financial statements of the Company which form part of the Annual Report. The salient features of the financial statement of the subsidiaries are set out in the prescribed form AOC-I which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company’s subsidiaries.

During the year under review Company did not have any JVs and/or Associate companies.

The financial statements of each of the subsidiaries may also be accessed on the Company’s website www.adf-foods. com..

I. BOARD OF DIRECTORS AND COMMITTEES :

- Directors

During the year, Mr. Ashok H. Thakkar, Chairman of the Company was re-appointed as the Whole Time Director for a period of one year from I^st October, 2017, Mr. Bimal R Thakkar, was re-appointed as Managing Director for a period of one year from I^st October, 20I7, and Mr. Bhavesh R. Thakkar was re-appointed as Executive Director to hold office as a Whole Time Director for a period of one year from I^st October, 20I7.

After closure of financial year, Mr. Ashok H. Thakkar, Executive Chairman and Mr. Bhavesh R. Thakkar, Executive Director of the Company resigned from the Company with effect from the closure of business hours on 29^th May, 2018. Mr. Ashok H. Thakkar resigned on account of his age and increased personal commitments and Mr. Bhavesh R. Thakkar resigned to pursue other business opportunities.

Further, Mr. Nipun C. Shah and Mr. Yasir J. Varawala, both Independent Directors of the Company also tendered their resignations from the Company w.e.f. I8^th May, 2018 on account of other professional preoccupations.

The Board expressed its appreciation to outgoing Directors for their valuable inputs, insights and guidance during their long association with the Company.

Mr. Bimal R. Thakkar has been appointed as the Executive Chairman of the Company w.e.f. 5^th June, 2018. Accordingly Mr. Bimal R. Thakkar has been redesignated as the “Chairman, Managing Director & CEO” of the Company.

In accordance with the provisions of Section I52 of the Companies Act, 20I3, Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

- Relationship between Directors Inter-se

The details of Inter-se relationship between Directors are given in the Corporate Governance Report.

- Meetings of Board of Directors

Six meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to Clause II E of the Corporate Governance Report, which forms part of this Report.

- Committees of the Board

The Company has duly constituted the Committees required under the Companies Act, 20I3 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Pursuant to the resignations tendered by Mr. Nipun C. Shah and Mr. Yasir J. Varawala, the Audit Committee of the Board of Directors of the Company was reconstituted vide Circular Resolution dated 23^rd May, 2018 by re-designating the existing Committee member, Mr. Viren A. Merchant, Independent Director as Chairman of the Audit Committee and by inducting Mr. Bimal R. Thakkar, Managing Director as member of the Audit Committee.

All the recommendations of the Audit Committee were accepted by the Board during the financial year under review.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Stakeholders Relationship / Shareholders Grievance Committee

iii) Corporate Social Responsibility Committee

iv) Share Transfer Committee

The details with respect to the reconstitution, powers, roles, terms of reference, meetings held and attendance of the members at such meetings of the relevant Committees are provided in the Report on Corporate Governance of the Company which forms part of this Annual Report.

- Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section I34(5) of the Companies Act, 20I3:

a) that in the preparation of the annual financial statements for the financial year ended March 3I, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 2 of the Notes to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

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, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

- Independent Directors’ Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Sub-Section (6) of Section I49 of the Companies Act, 20I3 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, as amended.

- Meeting of Independent Directors

A meeting of the Independent Directors was held on I4^th March, 2018 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non Independent Directors and timeliness of flow of information between the Company management and the Board that would be necessary for the Board to effectively and reasonably perform its duties was reviewed in the said meeting.

- Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Board has carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

- Familiarization Program for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance, industry and law. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company’s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and policies available at the Company’s website www.adf-foods.com to enable them to familiarize with the Company’s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, subsidiary information, updates on major litigations, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Familiarization program of the Company as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is displayed on the Company’s website www.adf-foods.com and is available under the weblink:

http://www.adf-foods.com/wp-content/uploads/2018/02/Revised-Familiaristion-Programme.pdf

- Policy of Directors’ Appointment and Remuneration

In accordance with the provisions of Section I34(3)(e) of the Companies Act, 20I3 (“the Act”) read with Section I78(3) of the Act and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Company has formulated policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, which is covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act at Annexure-V in the prescribed form MGT-9 and forms part of this Report.

J. CASH FLOW STATEMENT :

The Cash Flow Statement pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 20I5 is annexed to this Report.

K. CONSOLIDATED ACCOUNTS :

The Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 and in accordance with the Companies (Indian Accounting Standards) Rules, 20I5 (IND AS) prescribed u/s I33 of the Companies Act, 20I3 which became applicable to the Company w.e.f. I^st April, 20I7. The Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

L. GOVERNANCE :

- Report on Corporate Governance

In compliance with the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 20I5, a separate report on Corporate Governance along with Auditors’ certificate on its compliance has been provided elsewhere in this Annual Report which forms part of this report.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

Various information required to be disclosed under the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is set out in the Annexure-I and forms part of this report.

- Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/‘Whistle Blower Policy’ pursuant to Section I77 of the Companies Act, 20I3 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this policy, the Company has put in place a mechanism wherein the Employees are free to report to the management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management & Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the SEBI (LODR) Regulations, 20I5. The Company did not receive any such complaints during the year, hence no complaints were pending as on 3I^st March, 2018.

Whistle Blower Policy of the Company is displayed on the Company’s website www.adf-foods.com and is available under the weblink:

http://www.adf-foods.com/wp-content/uploads/20I7/03/ADF-Whistle-Blower-Policy-I.pdf

- Nomination & Remuneration Policy :

The Nomination & Remuneration policy is attached as Annexure II to the Board’s Report forming part of the Annual Report and is also available on the website of the Company www.adf-foods.com.

- Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 3I000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board.

- Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level controls, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

- Other Policies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Company has framed Policy for determination of Materiality for disclosure of events or information.

The same has been hosted on the website of the Company at the link:

http://www.adf-foods.com/wp-content/uploads/20I6/0I/Material-Events-2I.I2.20I7.pdf. The details of the other policies of the Company can be obtained using the following weblinks:

Sr No	Policy	Link
I	ADF Code of Conduct	http://www.adf-foods.com/wp-content/uploads/20I6/I2/ADF-Code-of- Conduct.pdf
2	Nomination and Remuneration Policy	http://www.adf-foods.com/wp-content/uploads/2018/08/Nomination-Remuneration-Policy revised.pdf
3	Insider Trading Code 20I5	http://www.adf-foods.com/wp-content/uploads/20I6/0I/Insider-Trading- Code-20I5-2.pdf
4	ADF Whistle Blower Policy	http://www.adf-foods.com/wp-content/uploads/20I7/03/ADF-Whistle- Blower-Policy.pdf
5	Related Party Transactions Policy	http://www.adf-foods.com/wp-content/uploads/20I7/03/Related-Party- Transactions-Policy.pdf
6	ADF Material Subsidiary Policy	http://www.adf-foods.com/wp-content/uploads/20I7/06/Policy-for- Determining-the-Material-Subsidiary-2I.I2.20I7.pdf
7	ADF CSR Policy	http://www.adf-foods.com/wp-content/uploads/20I6/0I/CSR-Policy.pdf
8	ADF Familiarisation Program	http://www.adf-foods.com/wp-content/uploads/20 I8/02/Revised-Familiaristion-Programme.pdf
9	ADF Board Diversity Policy	http://www.adf-foods.com/wp-content/uploads/20 I6/0I/ADF-Board-Diversity-Policy.pdf
I0	ADF Sexual Harassment policy	http://www.adf-foods.com/wp-content/uploads/20I6/0I/ADF-Sexual- Harassment-policy.pdf
II	Preservation of Documents	http://www.adf-foods.com/wp-content/uploads/20I6/0I/Preservation-of- Documents.pdf
I2	ADF Archival Policy	http://www.adf-foods.com/wp-content/uploads/20I6/05/ADF-Archival- Policy.pdf

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

The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 20I3. The Company did not receive any such complaints during the year.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company’s website www.adf-foods.com and is available under the weblink: http://www.adf-foods.com/wp-content/uploads/20I6/0I/ADF-Sexual-Harassment-policy.pdf

M. PARTICULARS OF EMPLOYEES :

- Key Managerial Personnel (KMP)

Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company as on date of the report.

During the period under review, Mr. Ashok H. Thakkar, Chairman and Mr. Bhavesh R. Thakkar, Executive Director & CFO tendered their resignations from the closure of the business hours on 29^th May, 2018. Apart from these, there was no change in KMPs.

- Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. I.02 Crores per annum or Rs. 8.50 Lakhs per month during the financial year 2017-18, if employed for a part of the year prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is given at Annexure I that forms part of the Board’s Report.

- Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming inhouse talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company’s steady performance.

N. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Loans, Guarantees and investments covered under Section I86 of the Companies Act, 20I3 form part of the Notes to the Financial Statements provided in this Annual Report.

O. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, subsidiary companies and other related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Pursuant to clause (h) of sub-section (3) of section I34 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the disclosure of particulars of contracts/arrangements entered into by the company with related parties as specified in sub-section (I) of section I88 of the Companies Act, 20I3 including certain arms length transactions are disclosed in Form AOC-2 which is attached to the Financial Statements.

Pursuant to requirements of Regulation I6(I)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company has formulated a ‘Policy on determining Material Subsidiaries’. The Policy is posted on website of the Company viz. www.adf-foods.com.

The web link of the said Policy is:

http://www.adf-foods.com/wp-content/uploads/20I7/06/Policy-for-Determining-the-Material-Subsidiary-2I.I2.20I7.pdf. P. PUBLIC DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 20I3 and the rules made thereunder during the financial year 2017-18.

Q. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Section I25(5) of the Companies Act, 20I3, dividends pertaining to the financial year 2009-I0 (Final) amounting to Rs. 869,694/-which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund during the financial year under review.

Transfer of Equity Shares to the Demat account of IEPF Authority-

Pursuant to the provision of Section I24(6) of the Companies Act, 20I3 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 20I6 (Rules), as amended from time to time, henceforth it would be mandatory for the Company to transfer all the shares in the name of Investor Education and Protection Fund (IEPF) in respect of which dividend has not been claimed for seven consecutive years or more.

In compliance with the said Rules, the Company had determined the list of such shareholders who did not claim dividend for previous 7 consecutive years starting from the Financial Year 2009-I0.

Accordingly, the Company had approached the said shareholders individually informing them the procedure to claim the dividend prior to the due date of transfer of shares to IEPF and also published the Notices to this effect in the Financial Express on three occasions. Few shareholders claimed dividend in response to said communication and the Company settled their claims promptly.

As on the due date of transfer determined by the Ministry of Corporate Affairs i.e. 3I^st October, 20I7, there were 2,403 shareholders holding 3,30,948 equity shares of Rs. I0/- each whose shares were liable to be transferred to IEPF.

The list of the aforesaid shareholders whose shares were liable to be transferred to IEPF is available at the below mentioned weblink:

http://www.adf-foods.com/wp-content/uploads/2017/10/List-of-Shareholders-whose-shares-are-due-for-transfer-to-IEPF-Authority-Account-as-on-3I.I0.20I7-5-I.pdf.

Accordingly, the company completed necessary formalities pertaining to the said transfer.

R. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES :

The Company has a Corporate Social Responsibility (CSR) policy and set up CSR Committee and the same is currently comprising of three members viz. Mr. Viren Merchant, Independent Director, Ms. Anjali Seth, Independent Director and Mr. Bimal R. Thakkar, Chairman & Managing Director.

During the Financial Year 2017-18 the Company was required to spend an amount of Rs. 4I.93 Lakhs on the CSR activities (including unspent Rs. I.76 Lakhs for Financial Year 20I6-I7) pursuant to Section I35 of the Companies Act, 20I3. During the year, the Company had undertaken various meaningful CSR activities in the areas such as educational aid for underprivileged and disabled, health, eradication of hunger and poverty, animal and women empowerment and the entire amount due was spent on these activities.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 20I4 have been disclosed in Annexure-IV to this Report.

S. EXTRACT OF ANNUAL RETURN :

Pursuant to sub-section 3(a) of Section I34 and sub-section (3) of Section 92 of the Companies Act, 20I3, read with Rule I2 of the Companies (Management and Administration) Rules, 20I4, an extract of the Annual Return as at 3I^st March, 2018 forms part of this report as Annexure V.

T. AUDITORS AND THEIR REPORT :

- Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP Chartered Accountants, Mumbai (Registration no. I04607W/WI00I66) are the Statutory Auditors of the Company. There are no qualifications, reservations or adverse remarks contained, in the Auditor’s Report and therefore there are no further explanations to be provided for in this report.

The requirement of annual ratification of the appointment of Statutory Auditors of the Company has been dispensed with vide Notification dated 7^th May, 2018 of the Ministry of Corporate Affairs. Accordingly, the proposal for ratification of appointment of statutory auditors is not forming part of the Notice convening ensuing Annual General Meeting of the Company.

M/s. Kalyaniwalla & Mistry LLP Chartered Accountants (Firm Reg. No: I04607W/WI00I66), have consented to continue as the statutory auditors of the Company and confirmed that their appointment is within the limits specified under Section I4I(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditor in terms of the provisions of Section I39 and Section I4I of the Act and the provisions of the Companies (Audit and Auditors) Rules, 20I4, as amended.

- Details with respect to fraud reported by Auditors

During the year under review, no fraud was reported by Auditors.

- Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 20I3 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, the Company has appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P No. 86I8), to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report is annexed herewith as Annexure III.

There are no material qualifications, reservations or adverse remarks contained, in the said Report except the following observations:-

1. The Annual General Meeting of members of the Company duly convened on August 23, 20I7. However, the Chairman of the Audit Committee was not present at the meeting.

2. There was a delay in receipt of dividend remittance from foreign subsidiary company of the Company.

3. During the Audit period, one of the connected persons of the Company has kept the equity shares of the Company under pledge but has delayed in making disclosure for the said pledge of shares to the Company.

The Company’s explanation to the same is as under:

1. Mr. Nipun C. Shah, Audit Committee Chairman could not attend the AGM on account of medical emergency of a close relative. However, he had authorized other Committee member, Mr. Yasir J. Varawala to attend the AGM on his behalf.

2. There was an inadvertent delay of I08 days in remittance of dividend of GBP 4I.22 from the Company’s foreign subsidiary ADF Foods UK Ltd.

3. The Company has informed the concerned connected person to exercise the necessary precautions going forward.

- Internal Audit

M/s. Suresh Gandhi & Co., Chartered Accounts, Surat (Registration No.II49I7W) have been associated with your Company as Internal Auditor for Nadiad Division.

M/s. RMJ & Associates LLP, Chartered Accounts, Mumbai (Registration No. AAM 0I82) have been appointed as Internal Auditors for Mumbai and Nasik divisions of the Company for the Financial Year 2018-I9 in place of outgoing Internal Auditors M/s. B K Khare & Co.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

During the Financial Year under review, no significant and material orders were passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

V. LISTING OF SHARES :

The Company’s shares are actively traded on BSE Limited and the National Stock Exchange of India Limited

W. TECHNOLOGY AND QUALITY :

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the internationally recognized BRC (British Retail Consortium) Global Standard - Foods, ISO 22000/ HACCP & ISO 900I: 2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information required under Section I34(3)(m) of the Companies Act, 20I3 read with the Rule 8 of The Companies (Accounts) Rules, 20I4 is appended hereto and forms part of this report at Annexure VII.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT :

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Chairman, Managing Director & CEO and forms part of the Annual Report.

Z. ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company’s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Bimal R. Thakkar

Chairman, Managing Director & CEO

Mumbai, 25^th July, 2018 DIN: 00087404

Regd. Office:

83/86 GIDC Industrial Estate, Nadiad 38700I, Gujarat

Tel.: [phone]I38I/2 Fax. : [phone];

E-mail: [e-mail]; website: www.adf-foods.com

CIN: LI5400GJI990PLC0I426

---

Mar 31, 2017

Dear Shareholders,

ADF Foods Limited

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with the Audited Financial Statements for the Financial Year ended 3I^st March 20I7.

A. FINANCIAL RESULTS

The performance of the Company for the financial year ended 3I^st March 20I7 is summarized below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	Audited		Audited
	2016-17	2015-16	2016-17	2015-16
Net sales/Income from operation	I6,672.62	I6,090.06	20,224.60	2I,005.0I
Other Income	533.37	405.4I	608.94	444.92
Total Income	17,205.99	16,495.47	20,833.54	21,449.93
Less: Total expenditure
Cost of materials consumed	7,9I0.45	7,4I9.84	7,9I0.45	8,876.52
Purchase of Stock-in-trade	I,I09.38	663.67	3,086.44	I,707.0I
Changes in inventories of finished goods, work-in-progress and stock-in-trade	(80.85)	(I79.66)	(75.I4)	53.I8
Employee benefits expense	I,377.68	I,235.43	I,736.56	2,349.2I
Financial Expenses	94.56	II3.68	97.22	I36.97
Depreciation and amortization	7I2.27	789.I8	I,00I.I6	I,I96.22
Other expenses	4,I79.79	4,23I.47	5,376.00	6,047.49
Total expenses	15,303.28	14,273.61	19,132.69	20,366.60
Profit before exceptional and extraordinary items and tax	1,902.71	2,221.86	1,700.85	1,083.33
Exceptional Items	-	-	-	-
Profit before tax	1,902.71	2,221.86	1,700.85	1,083.33
Current tax	637.45	76I.05	638.56	768.05
Deferred tax	26.05	50.75	(27.84)	(344.00)
Prior year''s tax adjustment	2.44	-	5.93	(I.46)
Total tax expenses	665.94	811.80	616.65	422.59
Prior Period adjustments (Net off)	-	-	-	-
Net Profit ( ) / Loss (-)	1,236.77	1,410.06	1,084.20	660.74
Less : share of minority interest	-	-	-	-
Profit/loss for the period after minority interest	1,236.77	1,410.06	1,084.50	660.74
EPS (Basic)	5.74	6.41	5.03	3.00
EPS (Diluted)	5.74	6.41	5.03	3.00

Previous year''s figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

o Standalone results

During the year under review, your Company has recorded revenue from operations (net) of Rs. I66.73 Crore as against Rs. I60.90 Crore in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 3I^st March 20I7 was Rs.I2.37 Crore as against Rs. I4.I0 Crore in the previous year. The reduction in the net profit is mainly due to two factors. One of these is high input cost of major raw materials and the other is devaluation of sterling pound on account of Brexit which has impacted revenue and profits of our UK business.

o Consolidated Results

Your Company has recorded revenue from operations (net) of Rs. 202.25 Crore as against Rs. 2I0.05 Crore in the previous year. The net profit (after tax and extra ordinary items) for the financial year was Rs.I0.84 Crore, as against Rs. 6.6I Crore during the previous year recording an impressive increase over 60%. The improvement in the profitability could be achieved on account of improvement in our US operations through cost control measures.

B. BUSINESS DEVELOPMENT

Our Truly Indian Organic Ready to Eat product category bagged 2 silver awards at the prestigious SOFI Awards 20I7, held by Specialty Foods Association, USA which honours the best and the most innovative products in specialty food. Our products, Delhi Lentils (Dal Makhani) won silver award in the Savoury Appetizer, Soup & Stew category and Delhi Potatoes (Aloo Matar) received the Silver Award in the vegan products category. The general review of the major business developments during the year under review is as under:

Domestic Business :

The Company has launched four delicious dipping sauces in very attractive packaging. The same have received warm response from the consumers. The Company also invested in product sampling as a part of its brand promotion program and showcased its brand ‘ADF Soul'' at major supermarkets across the metro cities. However, the distribution ramp up did not pay off as expected due to lack of demand in general trade. The same was mainly attributable to lack of purchasing power on account of demonetization.

The Company is focused to strengthen its marketing and distribution network in the current fiscal year.

US Business :

The Company has moved all its production to a contract packer located in Ohio. The contract manufacturing would help the Company to reduce considerably the cost of operation & improve financial position. We expect an improvement in the US operations in the year to come.

We are looking forward to the launch of new and exciting products in the US market during the current fiscal year. International Business :

Brexit had an adverse impact on the Company''s business in the U.K. On account of the Brexit, the average realization of pound has gone down. Hence the revenue, EBITDA and profitability were affected.

‘Ashoka'' has launched a new range of Frozen products called ‘Dosa Wrap''. These Dosa Wraps are available in three exciting and delicious variants. The Company is all set to launch an exciting range of healthy snack items shortly.

C. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of the report.

D. SHARE CAPITAL :

The paid up Equity Share Capital as on March 3I, 20I7 was Rs. 2I.20 Crore. During the year under review, the Company has not issued or allotted any securities. During the year, there was a reduction in the paid up equity share capital from Rs. 22 Crore to Rs. 2I.20 Crore on account of buyback of equity shares.

E. BUYBACK :

The Board of Directors in its meeting held on 27^th July, 2016 approved buyback of Equity Shares at a price not exceeding Rs. I25 per equity share of Rs. I0/- each (‘Maximum Buyback Price'') for an aggregate amount not exceeding Rs.I8 Crore (‘Maximum Buyback Size''). The Company adopted the Open Market Route in accordance with the provisions contained in SEBI (Buyback of Securities) Regulations, I998 (including any statutory modification(s), or re-enactments for the time being in force).

The buyback commenced from August I0, 20I6 and closed on November I5, 20I6. The Company bought back 798,539 equity shares at an average price of Rs.I20.60 per share. The Company had thus spent Rs. 9,63,07,029/- (Rupees Nine Crore Sixty Three Lakhs Seven Thousand and Twenty Nine Only) excluding the transaction cost. Till closure of the buyback, the Company has utilized 53.50% of the maximum buyback size authorized for the buyback. In respect of the shares so extinguished, the Company has adjusted an amount of Rs. 79,85,390/- against paid up equity shares and Rs. 8,83,2I,639/- against securities premium.

F. DIVIDEND :

Your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share (i.e. @ 25%) for the financial year ended 3I^st March, 20I7. The dividend payout, if approved, will result in outflow of Rs. 709.87 Lakhs inclusive of Rs. I79.84 Lakhs on account of Dividends Distribution Tax.

G. TRANSFER TO RESERVES :

During the year your Company has not transferred any amount to General Reserves.

H. SUBSIDIARY COMPANIES :

Your Company has three subsidiaries viz. ADF Foods UK Ltd, Power Brands (Foods) Pvt. Ltd. and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd as on 3I^st March, 20I7.

M/s Power Brands (Foods) Pvt. Ltd, 99.99% Subsidiary of the Company, is undergoing Voluntary Liquidation vide Special resolution passed by the Members on 5^th November, 20I2.

During the year, the Board of Directors reviewed the affairs of the subsidiaries in accordance with Section I29(3) of the Companies Act, 20I3. We have prepared consolidated financial statements of the Company which form part of the Annual Report. The salient features of the financial statement of the subsidiaries are set out in the prescribed form AOC-1 which is attached to the financial statements. The statement also provides the details of performance and financial position of the Company''s subsidiaries.

During the year under review Company did not have any JVs and/or Associate companies.

The financial statements of each of the subsidiaries may also be accessed on the Company''s website www.adf-foods.com.

I. BOARD OF DIRECTORS AND COMMITTEES : o Directors

In accordance with the provisions of Section I52 of the Companies Act, 20I3, Mr. Ashok H. Thakkar, Whole Time Director (Chairman), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

During the year, Mr. Ashok H. Thakkar, Chairman of the Company was appointed as the Whole Time Director for a period of one year from I^st October, 20I6, Mr. Bimal R Thakkar , Managing Director to hold office as the Managing Director for a period of one year from I^st October, 20I6, and Mr. Bhavesh R. Thakkar, Executive Director to hold office as a Whole Time Director for a period of one year from I^st October, 20I6.

The Board of Directors has appointed Mr. Naresh L. Kothari as an Additional Director of the Company in the category of Independent Director w.e.f. I2^th May, 20I7.

The brief particulars of Mr. Naresh L. Kothari, for which approval of Members for his appointment is sought have been provided in the notice of the 27^th Annual General Meeting of the Company pursuant to Regulation 25 of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 20I5.

- Relationship Between Directors Inter-SE

The details of Inter-se relationship between Executive Directors are given in the Corporate Governance Report.

- Meetings of Board of Directors

Five meetings of the Board of Directors of the Company were held during the year. For detail of the meetings, please refer to Clause II E of the Corporate Governance Report, which forms part of this Report.

- Committees of the Board

The Company has duly constituted the Committees required under the Companies Act, 20I3 read with applicable Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5.

The Board of Directors of the Company has formed an Audit Committee which consist of the Independent Directors viz. Mr. Nipun C. Shah as the Chairman, Mr. Yasir J. Varawala, Mr. Viren A. Merchant and Mr. Ravinder Kumar Jain.

All the recommendations of the Audit Committee were accepted by the Board during the financial year under review.

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Stakeholders Relationship / Shareholders Grievance Committee

iii) Corporate Social Responsibility Committee

iv) Share Transfer Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the members at such Meetings of the relevant Committees are provided in the Report on Corporate Governance of the Company which forms part of this Annual Report.

- DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section I34(5) of the Companies Act, 20I3:

a) that in the preparation of the annual financial statements for the financial year ended March 3I, 20I7, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Standalone Financial Statements and in Note 3 of the Notes to the Consolidated Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

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, 20I3 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

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

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

- Independent Directors’ Declaration :

The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Sub-Section (6) of Section I49 of the Companies Act, 20I3 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5.

- Meeting of Independent Directors

During the year under review the meeting of the Independent Directors was held on 3^rd March, 20I7. Subsequently additional meeting of Independent Directors was held on 20^th July, 20I7. The performance of the Board as a whole, the Chairman and the non Independent Directors was reviewed in the said meetings.

- Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation I 7 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Board has carried out an annual performance evaluation of its own performance, of its Committees and the directors individually.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

- Familiarization Program for Independent Directors

The Independent directors of the Company are eminent personalities having wide experience in the field of business, finance, industry and law. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Company''s vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director. The new Board members are also requested to access the necessary documents / brochures, Annual Reports and policies available on the Company''s website www.adf-foods.com to enable them to familiarize with the Company''s procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, business risks and its mitigation strategy, impact of regulatory changes on strategy etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent directors.

Familiarization program of the Company as specified under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is displayed on the Company''s website www.adf-foods.com and is available under the we blink: http://www.adf-foods.com/wp-content/uploads/2017/06/ADF-Familiarisation-Program-%E2%80%93-F.Y.-20I6-20I7.pdf

- Policy of Directors’ Appointment and Remuneration

In accordance with the provisions of Section I34(3)(e) of the Companies Act, 20I3 ("the Act”) read with Section I78(3) of the Act and The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Company has formulated policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters, which is covered in the Corporate Governance Report which forms part of this Report. Further, information about elements of remuneration package of individual directors is provided in the extract of Annual Return as provided under Section 92(3) of the Act at Annexure-V in the prescribed form MGT-9 and forms part of this Report.

J. CASH FLOW STATEMENT :

The Cash Flow Statement pursuant to Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is annexed to this Report.

K. CONSOLIDATED ACCOUNTS :

In compliance with Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 and in accordance with the requirements of Accounting Standards AS-2I prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

L. GOVERNANCE :

- Report on Corporate Governance

In compliance with the requirements of Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, a separate report on Corporate Governance along with Auditors'' certificate on its compliance has been provided elsewhere in this Annual Report which forms part of this report.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

Various information required to be disclosed under the Companies Act, 20I3 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 is set out in the Annexure-I and forms part of this report.

-Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/‘Whistle Blower Policy'' pursuant to Section I77 of the Companies Act, 20I3 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5 with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this policy, the Company has put in place a mechanism wherein the Employees are free to report to the management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management & Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the SEBI (LODR) Regulations, 20I5. The Company did not receive any such complaints during the year.

Whistle Blower Policy of the Company is displayed on the Company''s website www.adf-foods.com and is available under the we blink http://www.adf-foods.com/wp-content/uploads/20I7/03/ADF-Whistle-Blower-policy.pdf

- Nomination & Remuneration Policy :

The Nomination & Remuneration policy is attached as Annexure II to the Board''s Report forming part of the Annual Report and is also available on the website of the Company www.adf-foods.com

- Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 3I000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board.

- Internal Financial Controls

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level control, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

- Other Policies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In accordance with the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20I5, the Company has framed Policy for determination of Materiality for disclosure of events or information. The same has been hosted on the website of the Company at the link: http://www.adf-foods.com/wp-content/uploads/20I6/0I/PQLICY.Material-events.pdf

The details of the other policies of the Company can be obtained using the following weblinks :

Sr No	Policy	Link
I	Code of Conduct	http://www.adf-foods.com/wp-content/uploads/20I6/I2/ADF-Code-of-Conduct.
		pdf
2	Nomination and	http://www.adf-foods.com/wp-content/uploads/20I6/I2/NOMINATION-
	Remuneration Policy	REMUNERATION-POLICY.pdf
3	Insider Trading Code	http://www.adf-foods.com/wp-content/uploads/20I7/07/ADF-Insider-Trading-
	20I5	Code.pdf
4	Whistle Blower Policy	http://www.adf-foods.com/wp-content/uploads/20I7/03/ADF-Whistle-Blower-
		policy.pdf
5	Related Party	http://www.adf-foods.com/wp-content/uploads/20I7/03/ADF-Related-Party-
	Transactions Policy	Transactions-Policy.pdf
6	Material Subsidiary	http://www.adf-foods.com/wp-content/uploads/20I7/06/Policy-for-determinig-the-
	Policy	Material-Subsidiary.pdf
7	CSR Policy	http://www.adf-foods.com/wp-content/uploads/20I6/0I/CSR-Policy.pdf
8	Familiarization	http://www.adf-foods.com/wp-content/uploads/20I7/06/ADF-Familiarisation-
	Program	Program-%E2%80%93-F.Y-20I6-20I7.pdf
9	Board Diversity Policy	http://www.adf-foods.com/wp-content/uploads/20I6/0I/ADF-Board-Diversity-
		Policy.pdf
I0	Sexual Harassment	http://www.adf-foods.com/wp-content/uploads/20I6/0I/Sexualharasspolicy.pdf
	policy
II	Preservation of	http://www.adf-foods.com/wp-content/uploads/20I6/0I/POLICY.
	Documents	PRESERVATION-OF-DOCUMENTS.pdf
I2	Archival Policy	http://www.adf-foods.com/wp-content/uploads/20I6/I2/ADF-Archival-Policy.pdf

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

The Company has a policy on Prevention of Sexual Harassment of Women at Workplace pursuant to the provisions of The Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 20I3. The Company did not receive any such complaints during the year.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company''s website www. adf-foods.com and is available under the we blink: http://www.adf-foods.com/wp-content/uploads/2016/01 / Sexualharasspolicy.pdf.

M. PARTICULARS OF EMPLOYEES :

o Key Managerial Personnel (KMP)

Mr. Ashok H. Thakkar, Chairman, Mr. Bimal R. Thakkar, Managing Director & CEO, Mr. Bhavesh R. Thakkar, Executive Director & CFO and Ms. Shalaka Ovalekar, Company Secretary & Compliance Officer are the KMPs of the Company.

During the period under review there was no change in KMPs. o Employees

There were no employees drawing remuneration exceeding the monetary ceiling of Rs. I.02 Crores per annum or Rs. 8.50 Lakhs per month during the financial year 20I6-I7, if employed for a part of the year prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4.

The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 is given at Annexure I that forms part of the Board''s Report.

- Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

N. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 of the Companies Act, 2013 :

The Loans, Guarantees and investments covered under Section I86 of the Companies Act, 20I3 form part of the Notes to the Financial Statements provided in this Annual Report.

O. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, subsidiary companies and other related parties which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website.

Pursuant to requirements of Regulation I6(I)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 20I5, Company has formulated a ‘Policy on determining Material Subsidiaries''.

The Policy is posted on website of the Company viz. www.adf-foods.com.

The web link of the said Policy is http://www.adf-foods.com/wp-content/uploads/20I7/06/Policy-for-determinig-the-Material-Subsidiary.pdf

P. PUBLIC DEPOSITS :

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 20I3 and the rules made there under during the financial year 20I6-I7.

Q. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to erstwhile Section 205A and 205C of the Companies Act, I956, dividends pertaining to the financial year 2008-09 (Final) amounting to Rs. 8,33,060/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund during the financial year under review.

Transfer of Equity Shares to the IEPF Suspense Account -

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 20I6 notified by the Ministry of Corporate Affairs (MCA) effective from September 7, 20I6 all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more would get transferred to the Demat Account of IEPF Authority. The said Rules have also laid down the procedure for transfer of the shares to IEPF Authority.

Accordingly, the Company has intimated all the concerned shareholders via letter dated 30^th November, 20I6 to claim their unclaimed/unpaid dividends. The Company had also published the notices to the said effect in the Financial Express (English & Gujarati editions) on 6^th December, 20I6 and I2^th May, 20I7 respectively. The Company has also uploaded on its website the list of the shareholders whose dividend has remained unpaid/unclaimed for seven consecutive years or more since the F.Y. 2008-09. The same can be accessed by following the we blink http://www.adf-foods.com/wp-content/uploads/20I7/07/Transfer-of-Equity-Shares-to-the-IEPF-Suspense-Account-Shareholder-List-20.07.20I7.pdf.

The MCA had notified the due date of transfer as 3I^st May, 20I7.

The MCA vide its latest General Circular no. 06/20I7 dated 29.05.20I7 has stated that the revised due date of transfer /transmittal of shares shall be notified soon. Accordingly the Company will initiate the necessary action.

R. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES :

The Company has a Corporate Social Responsibility (CSR) policy and set up CSR Committee comprising of three members viz. Mr. Viren Merchant, Independent Director, Mr. Nipun Shah, Independent Director and Mr. Bimal R. Thakkar, Managing Director.

During the Financial Year 20I6-I7 the Company was required to spend an amount of Rs. 56.73 Lakhs on the CSR activities (including Rs. I7.24 Lakhs for Financial Year 20I5-I6) pursuant to Section I35 of the Companies Act, 20I3. During the year, the Company had undertaken various meaningful CSR activities in the areas such as educational aid for underprivileged and disabled, health, eradication of hunger and poverty, animal and environment protection etc. and the amount spent on these activities was Rs. 54.97 Lakhs. The amount of Rs. I.76 Lakhs remained unspent as few CSR activities that were planned could not materialize during the said financial year on account of administrative delays on part of a N.G.O. The Company is committed to spend the remaining CSR funds during the Financial year 20I7-I8 along with other CSR activities.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 20I4 have been disclosed in Annexure-IV to this Report.

S. EXTRACT OF ANNUAL RETURN :

Pursuant to sub-section 3 (a) of Section I34 and sub-section (3) of Section 92 of the Companies Act, 20I3, read with Rule I2 of the Companies (Management and Administration) Rules, 20I4, an extract of the Annual Return as at 3I^st March, 20I7 forms part of this report as Annexure V

T. AUDITORS AND THEIR REPORT :

- Statutory Auditors

For the financial year 20I7-I8, it is proposed to ratify appointment of M/s. Kalyaniwalla & Mistry LLP Chartered Accountants, Mumbai (Registration no. 104607W/W100166) as Statutory Auditors subject to approval of the Members in the ensuing Annual General Meeting.

The Company has received letters from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section I4I(3)(g) of the Companies Act, 20I3 and that they are not disqualified for re-appointment.

There are no qualifications, reservations or adverse remarks contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

- Details with respect to fraud reported by Auditors

During the year under review there was no fraud reported by Auditors. o Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 20I3 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4, the Company has appointed M/s. Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P No. 86I8), to undertake the Secretarial Audit of the Company for the Financial Year 20I6-I7. The Secretarial Audit Report is annexed herewith as "Annexure III”. There are no qualifications reservations or adverse remarks contained, in the said Report. However the Secretarial Auditors have stated the following observation in their Report:

The Company has an unspent amount during the year in the amount to be spent towards Corporate Social Responsibility.

The explanation for the above observation is mentioned above, under the head Corporate Social Responsibility Initiative.

- Internal Audit

M/s. Suresh Gandhi & Co., Chartered Accountants, Surat (Registration no. II49I7W) have been associated with your Company as Internal Auditor for Nadiad Division.

For the financial year 20I7-I8 in place of Company''s outgoing Internal Auditors M/s S M S R & Co LLP Chartered Accountants, Mumbai, (Registration no. I 10592W/W100094) M/s. B.K. Khare & Co., Chartered Accountant, Mumbai (Registration no. I05I02W) have been appointed as Internal Auditors for Mumbai and Nasik divisions of the Company.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :

During the Financial Year under review, no significant and material orders were passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations.

V. LISTING OF SHARES :

The Company''s shares are actively traded on BSE Limited and the National Stock Exchange of India Limited

W. TECHNOLOGY AND QUALITY :

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the internationally recognized BRC (British Retail Consortium) Global Standard - Foods, ISO 22000/ HACCP & ISO 900I: 2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE :

Information required under Section I34(3)(m) of the Companies Act, 20I3 read with the Rule 8 of The Companies (Accounts) Rules, 20I4 is appended hereto and forms part of this report at Annexure VII.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT :

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. Thakkar, Managing Director and forms part of the Annual Report.

Z. ACKNOWLEDGEMENTS :

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Bimal R. Thakkar Bhavesh R. Thakkar

Managing Director Executive Director

Mumbai, 20^th July, 20I7 DIN: 00087404 DIN: 00939805

Regd. Office :

83/86 GIDC Industrial Estate, Nadiad 38700I,

Gujarat Tel.: [phone]I38I/2

Fax. : [phone];

E-mail: [e-mail];

website: www.adf-foods.com

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Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fifth Annual Report together with the Audited Financial Statements for the year ended 31st March 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2015 is summarized below:

(Rs. in Lakhs)

Particular s 2014-15 2013-14

Net sales/Income from operation 14,945.17 14,181.40

Other Income 689.48 399.23

Total Income 15,634.65 14,580.63

Less: Total expenditure

Manufacturing & Other Expenses 12,905.73 11,934.74

Depreciation and amortization 732.37 732.72

Financial Expenses 95.18 113.65

Profit before exceptional and extraordinary items and tax 1,901.37 1,799.52

Exceptional Items 174.63 -

Profit before tax 2,076.00 1,799.52

Provision for taxation 538.67 468.32

Deferred tax Assets/ (Liabilities) 77.07 86.32

Net Profit ( ) / Loss (-) 1,460.26 1,244.88

Prior Period adjustments (Net off) - -

Net Profit( ) / Loss(-) 1,460.26 1,244.88

Balance brought forward 7,364.76 6,595.96

Adjustment in carrying amount of depreciation as per Part C of Schedule (91.73) - II of the Companies Act, 2013

Amount available for appropriation 8,733.29 7,840.84

Dividend declared/ paid 262.82 330.00

Tax on dividend 67.18 56.08

Transfer to General Reserve 125.00 90.00

Balance Carried to the Balance Sheet 8,278.29 7,364.76

EPS (Basic) 6.64 5.66

EPS (Diluted) 6.64 5.66

Previous year's figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

Standalone results

During the year under review, your Company has recorded revenue from operations (net) of Rs. 149.45 Crore as against Rs. 141.81 Crore in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 31st March 2015 is Rs. 14.60 crore as against Rs. 12.45 crore in the previous year recording an increase of 17%.

Consolidated Results

Your Company has recorded revenue from operations (net) of Rs. 203.80 Crore as against Rs. 207.64 Crore in the previous year. Despite of the revenue remaining almost at the same level as that of the previous year, the net profit (after tax and extra ordinary items) for the financial year grew by 56% to Rs. 8.84 Crore, as against Rs. 5.65 Crore during the previous year.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.5 per share (i.e. @ 15 %) for the year ended 31st March 2015. The dividend payout, if approved, will result in outflow of Rs. 330.00 Lakhs inclusive of Rs. 67.18 Lakhs on account of Dividend Distribution Tax.

TRANSFERRED TO RESERVES

During the year, Rs. 125 Lakhs were transferred to General Reserves.

BUSINESS DEVELOPMENT

The Domestic market:

During the year the company took a major step of rebranding of the Company's brand ADF SOUL with a better look of the logo and more appealing packaging designs. The new products launched under this brand were the South Indian Style Pickles and Cooking Pastes – packed in user-friendly laminated tubes. These products have been well received by the consumers & are fast gaining shelf space amongst the top retail chains in India. The new product launch was supported by advertising in retail stores, outdoor campaigns, in-store branding, promotions, and presence in social media. The Company is gearing up to launch a range of exciting new products and expand its footprints in new markets in the forthcoming year.

During the year the Company's new manufacturing plant at Nadiad has become fully functional and the same would increase manufacturing capacity of the company's core products such as pickles and pastes.

The US Operations :

The Company continues to develop the presence of its core brands viz. ADF SOUL, Nate's and PJ's and solidify its distribution channels across the US markets. During the year, under review the Company developed and launched a range of new products including a very innovative product called Nate's Mediterranean Bites that has received an overwhelming response from the consumers. The company has been successful in doing new listing in major supermarket chains and natural grocery stores across the USA. Also several exciting and innovative new products are in pipeline under the Company's brand umbrella.

International business :

Apart from India and USA the Company's products are being sold in over 45 countries across the Globe. During the year under review, the company's leading International brands Ashoka , Aeroplane and Camel underwent packaging revamp.

The new product introductions under the Ashoka brand were Mini Samosas, Snacks, Kathi Rolls in the frozen range and Chutneys made with Olive Oil in the dry range. There were new introductions under Camel and Aeroplane brands like the Cooking Pastes, and South Indian Style Pickles, North Indian Pickles and Sauces.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statements relate and the date of the report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the financial year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note 27(2) of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

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

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

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2015 was Rs. 22 crore. During the year under review, the Company has neither issued shares with differential voting rights nor granted stock options nor sweat equity.

LISTING OF SHARES

The Company's shares are actively traded on BSE Limited (BSEL) and The National Stock Exchange of India Limited (NSEIL).

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Messrs Keyul M. Dedhia & Associates, Company Secretary in Practice (C.P. No. 8618) , to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is annexed herewith as "Annexure II". There are no qualifications contained, in the said Report. However the Secretarial Auditors have stated the following observation in their Report :

The Company has an unspent amount during the year in the amount to be spend towards Corporate Social Responsibility.

The explanation for the above observation is mentioned below under the Head CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.

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, of its committees and the directors individually.

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 Remuneration Policy is stated in the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure I V.

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors' certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Bimal R. Thakkar, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Board of Directors has appointed Ms. Anjali Seth as an Additional Director of the Company in the category of Woman / Independent Director with effect from 10th March, 2015.

The brief particulars of Ms. Anjali Seth , for which approval of members for her appointment is sought, have been provided in the Notice of the Twenty Fifth Annual General Meeting pursuant to the Clause 49 of the Listing Agreement relating to the Corporate Governance.

During the year, Mr. Ashok H. Thakkar, Chairman of the Company was appointed for a period of one year from 1st October, 2014, Mr. Bimal R. Thakkar as Managing Director for a period of one year from 1st October, 2014 and Mr. Bhavesh R. Thakkar as Executive Director for a period of one year from 1st October, 2014.

AUDITORS AND THEIR REPORT

In the previous Annual General Meeting M/s. D.P. Ghevaria & Co. , Chartered Accountants, Mumbai were appointed as joint Statutory Auditors of the Company for the F.Y. 2014-15. Prior to the said appointment M/s. D.P. Ghevaria & Co. had served the Company as Statutory Auditors for more than 5 consecutive years. Therefore, pursuant to Section 139 of the Companies Act, 2013 and the Rules framed thereunder, M/s. D. P. Ghevaria & Co., not being entitled for re-appointment, ceases to be the Statutory Auditors of the Company.

For the financial year 2015-16, it is proposed to ratify appointment of M/s. Kalyaniwalla & Mistry, Chartered Accountants, Mumbai as Statutory Auditors subject to approval of members in the ensuing Annual General Meeting.

The Company has received letters from the Auditors to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment/re-appointment.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

INTERNAL AUDIT

M/s. Suresh Gandhi & Associates, Surat have been associated with your Company as internal auditor for Gujarat location.

During the year, on account of resignation of M/s. Pipalia Singhal & Associates, Chartered Accountants, Mumbai, M/s. S M S R & Co., Chartered Accountants, Mumbai have been appointed as the internal Auditors for Mumbai and Nasik locations of the Company.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

SEXUAL HARASSMENT POLICY

During the year the Company has formed the policy on Sexual Harassment of Women at Workplace pursuant to the provisions of Sexual Harassment of Woman at Workplace (Prevention, Prohibition & Redressal) Act 2013. The company did not receive any such complaints during the year.

Sexual Harassment Policy of the Company is displayed on the Company's website www.adf-foods.com and is available under the weblink: http://www.adf-foods.com/pdfs/Sexualharasspolicy.pdf.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company has formulated Corporate Social Responsibility (CSR) policy and set up CSR Committee comprising of three members viz. Mr. Viren Merchant, Independent Director, Mr. Nipun Shah, Independent Director and Mr. Bimal R. Thakkar, Managing Director.

During the FY 2014-15 the Company was required to spend an amount of Rs. 31.83 Lakhs on the CSR activities pursuant to Section 135 of the Companies Act, 2013. The Company was keen on undertaking the CSR activities in Nasik and Nadiad where the Company's plants have been situated. The Company identified certain concrete projects and was in the talks with the concerned Government Authorities to start the CSR activity. However pending certain information and clarifications from the authorities the activities could not be undertaken in the FY 2014-15. However, since April 2015, the Company has started construction work of household toilets in Nadiad District that forms part of the 'Swatchh Bharat Mission' initiated by the Government of India . Simultaneously the company has been also planning to undertake CSR activities in the areas of primary education, women empowerment and conservation of the natural resources.

The CSR Policy of the Company and the relevant report as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been disclosed in Annexure-III to this Report.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the Internationally recognized BRC (British Retail Consortium) Global Standard – Foods, ISO 22000/ HACCP & ISO 9001: 2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of The Companies (Accounts) Rules, 2014 is appended hereto at Annexure VI.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 of the Companies Act, 2013 (corresponding to Section 205 A and 205C of the Companies Act, 1956), dividends pertaining to the financial year 2006-07 (Interim) & (Final) amounting to Rs. 6,76,523/- and Rs. 6,00,396/- respectively and pertaining to the financial year 2007-08 (Interim ) amounting to Rs. 5,71,806/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetary ceiling of Rs. 60 lakhs or more per annum or Rs. 5 lakhs or more per month, if employed for a part of the year prescribed under provisions of Section 197 of the Companies Act, 2013 and the Rules made thereunder.

SUBSIDIARY COMPANIES

Your Company has three subsidiaries namely ADF Foods UK Ltd, Power Brands (Foods) Pvt. Ltd.and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd.

M/s Power Brands (Foods) Pvt. Ltd, 99.99% Subsidiary of the Company, is undergoing Voluntary Liquidation vide Special resolution passed by the Members on 5th November, 2012.

Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary.

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries are set out in the prescribed form AOC-1 and the same is attached to the financial statements.

CASH FLOW STATEMENT

The Cash Flow Statement pursuant to Clause 32 of the Listing agreement is annexed to this Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Clause 49 of the listing agreement entered into with the stock exchanges, Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis report are attached and form part of this report.

Various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure-I and forms part of this report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 during the financial year 2014-15.

HUMAN RESOURCE AND EMPLOYEE RELATIONS

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company's steady performance.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company's shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Ashok H. Thakkar

Chairman

DIN: 00087465

Mumbai, 12th August, 2015

Regd. Office :

83/86 GIDC Industrial Estate,

Nadiad 387001, Gujarat

Tel.: [phone] Fax. : [phone];

E-mail: [e-mail]; website: www.adf-foods.com

CIN: L15400GJ1990PLC014265

---

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Fourth Annual Report together with the Audited Financial Statements for the year ended 31st March 2014.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2014 is summarized below:

(Rs. in Lakhs)

Particulars 2013-14 2012-13

Net sales/Income from operation 14,181.40 12,969.15 Other Income 399.23 340.36 Total Income 14,580.63 13,309.51

Less: Total expenditure

Manufacturing & Other Expenses 11,934.74 11,478.58

Depreciation 732.72 414.56

Financial Expenses 113.65 162.57

Profit from ordinary activities after finance 1,799.52 1,253.80 cost but before exceptional items

Exceptional Items - 719.75

Profit before tax 1,799.52 1,973.55

Provision for taxation 468.32 289.02

Deferred tax Assets/ (Liabilities) 86.32 I25.96

Net Profit ( ) / Loss (-) 1,244.88 1,558.57

Prior Period adjustments (Net off) - -

Net Profit( ) / Loss(-) 1,244.88 1558.57

Balance brought forward 6,595.96 5503.49

Dividend declared/ paid 330.00 330.00

Tax on dividend 56.08 56.I0

Transfer to General Reserve 90.00 80.00

Balance Carried to the Balance Sheet 7,364.76 6,595.96

EPS (Basic) 5.66 7.59

EPS (Diluted) 5.66 7.59

Previous year''s figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

Standalone results

During the year under review, your Company has recorded revenue from operations (net) of Rs. 141.81 Crore as against Rs. 129.69 Crore in the previous year recording an increase of 9% over the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 31st March 2014 is Rs. 12.44 crore as against Rs. 15.58 Crore in the previous year. Since the Company had an extraordinary income of Rs. 7.20 crores in the previous financial year, the Profit after Tax for the current year is not comparable with that of the last year.

Consolidated Results

Your Company''s revenue from operations (net) for the year under review grew by 16 % to Rs 207.46 Crores as against Rs. 178.95 Crores in the previous year. The net profit (after tax and extra ordinary items) for the year is Rs. 4.77 crores, as against Rs. 13.78 Crores during the previous year . As stated in the above paragraph, the Profit after Tax for the current year is not comparable with that of the previous year on account of extraordinary income in the previous year. Further as the domestic business and the USA business of the Company are on the investment mode, the profitability on a consolidated basis may appear restrained.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.5 per share (i.e. @ 15 %) for the year ended 31st March 2014. The dividend payout, if approved, will result in outflow of Rs. 386 Lakhs inclusive of Rs. 56.08 Lakhs on account of Dividend Distribution Tax.

BUSINESS DEVELOPMENT

The Domestic market:

This year, your Company''s domestic business has grown by about 20% over last fiscal. This is a result of our continuous efforts to bring in constant innovation into our products range catering the market taste buds. Our focus on consumer satisfaction and distribution has helped us further strengthen our portfolio. ADF SOUL'' brand''s presence can now be seen in over 30,000 grocery stores across markets. The Company has successfully covered certain cities in the West, South and North regions of India. The feedback on the products has been very encouraging. The Sales team is closely monitoring the market and feedback from the consumers.

Your Company is also excited about re-branding its Brand ADF SOUL'' and launching its new look by end of this year. The approaching months will witness introduction of exciting products in Pickles and Pastes category. The re-branding requires heavy investment in the areas of sales promotion, advertisements and other marketing activities . The Company will continue to invest in additional manpower as well as upgrading the core R&D function .

Expansions :

Your Company''s Greenfield project in Nadiad shall become operational during the current financial year. The same would increase manufacturing capacity of the Company''s core products such as pickles, pastes and chutneys.

U.S.A Operations:

Your Company''s U.S.A business has grown by l6% over last fiscal. The U.S.A markets continues to offer us great scope for our products. The Company is confident of generating better results in the years to come.

During the year, the new burritos introduced last year were well received by the customers. This year the Company is planning to introduce a range of new products under its Nate''s and PJ''s brands and to do new listings in major supermarket chains and natural grocery stores all across U.S.A.

The Company maintains its strategic focus on improvement in the product mix, product rationalization, greater marketing synergies and cost-efficiency throughout the organization.

Like past years, this year also the Company participated in the Gulf Food show held in Dubai and received a favorable response.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the

Internationally recognized BRC (British Retail Consortium) Global Standard - Foods, ISO 22000/ HACCR & ISO 900I: 2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2014 on a ''going concern'' basis. LISTING OF SHARES :

The Company''s shares are actively traded on BSE Limited (BSE) and National Stock Exchange of India Limited (NSEIL). CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors'' certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

DIRECTORS AND SENIOR MANAGEMENT

It is with deep regret that we inform you of the sad demise of our Chairman Mr. Ramesh H Thakkar on the 24th December, 2013. The Directors place on record their deep appreciation for his valuable guidance and assistance received during the tenure as a Promoter Director of the Company.

Consequent to death of Mr. Ramesh H Thakkar, Mr. Ashok H. Thakkar,Vice Chairman has been designated as the Chairman of the Company in the Board meeting held on 11th August, 2014.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok H. Thakkar, Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Nipun C Shah, Mr. Yasir J Varawala, Mr. Viren A Merchant, Mr. Jay Mehta and Mr. Ravinder Kumar Jain as Independent Directors of your Company for 5 (five) consecutive years up to 24th September, 2014.

The brief particulars of all the Directors, for which approval of members for their reappointment is sought, have been provided in the Notice of the Twenty fourth Annual General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate Governance.

AUDITORS AND THEIR REPORT

M/s. BSR & Co. LLP Chartered Accountants, Mumbai were appointed as the Statutory Auditors jointly with M/s. D.P Ghevaria & Co., Chartered Accountants by the Members at the last Annual General Meeting held on 3lst July, 2013.

M/s. BSR & Co. LLP had tendered their resignation w.e.f. 24th May, 2014 and had expressed their inability to continue as Statutory Auditors of the Company. In view of this resignation, other joint Auditor M/s. D.P Ghevaria & Co. continues as the sole Auditor till the ensuing Annual General Meeting.

For the financial year 2014-15, it is proposed to appoint M/s. D.P Ghevaria & Co., Chartered Accountants, Mumbai as Statutory Auditors subject to approval of members in the ensuing Annual General Meeting.

It is also proposed to appoint M/s. kalyaniwalla & Mistry, Chartered Accountants, Mumbai, as the joint statutory Auditors for a term of five years from conclusion of the ensuing Annual General Meeting subject to approval of the members in the ensuing Annual General Meeting.

The Company has received letters from both the Auditors to the effect that their appointment/re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment/re-appointment.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

COST AUDIT

The Company''s Cost Auditors, M/s Girikrishna S Maniar, Cost Accountants, conducted the Cost Audit for the financial year 2012-13 and the Cost Audit Report submitted by them was filed with the Central Government accordingly. The Cost Audit Report for the financial year 2013-14 is in the process of being filed with the Central Government.

INTERNAL AUDIT

M/s. Suresh Gandhi & Associates, Surat, and M/s. Pipalia Singhal & Associates, Mumbai, Chartered Accountant Firms, have been associated with your Company as its internal auditor.

The Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

WHISTLE BLOWER POLICY

Your Company has adopted a ''Whistle Blower Policy'' in its meeting held on llth August, 20l4 with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour.

With the adoption of this policy, the Company has put in place a mechanism wherein the Employees and the Directors are free to report to the management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management. The mechanism shall be reviewed by the Audit Committee of the Company (in accordance with the Listing Agreement).

Whistle Blower Policy of the Company is displayed on the Company''s website www.adf-foods.com RISK MANAGEMENT

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 3l000. BRMS enables the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is appended hereto and forms part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, dividends pertaining to financial year 2005-06 & 2006-07 (Interim) amounting to Rs. 575,302/- and Rs. 676,523/- respectively which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetary ceiling of Rs. 60 lakhs or more per annum or Rs. 5 Lakhs or more per month, if employed for a part of the year prescribed under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder.

SUBSIDIARY COMPANIES

Your Company has three subsidiaries namely ADF Foods UK Ltd, Power Brands (Foods) Pvt. Ltd.and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd.

Power Brands (Foods) Private Limited:

M/s Power Brands (Foods) Pvt. Ltd, 99.99% Subsidiary of the Company, is undergoing Voluntary Liquidation vide Special resolution passed by the Members on 5th November, 2012.

In accordance with the general circular issued by the Ministry Of Corporate Affairs, Government Of India, the annual accounts of the subsidiary companies are not being attached with the financial statements of the Company. The Company will make available the Annual Accounts of the subsidiaries and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiaries concerned and shall be available on the Company''s website. Further as required under Listing agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial conditions and are globally accepted.

Further as required, the brief financial data of the subsidiaries has been furnished under the head ''Statement pursuant to Section 212(8) of the Companies Act, 1956'', related to subsidiary companies forming part of the annual Report.

CASH FLOW STATEMENT

The Cash Flow Statement pursuant to Clause 32 of the Listing agreement is annexed to this Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the financial year 2013-14.

HUMAN RESOURCE AND EMPLOYEE RELATIONS

The Company has always perceived its Manpower as its biggest strength. The emphasis is on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Ashok H. Thakkar Chairman

Mumbai, 11th August, 2014

---

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Financial Statements for the year ended 31st March 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2013 is summarized below:

(Rs. in Lakhs)

Particulars 2012-13 2011-12

Revenue from Operations (Net) 12,969.15 11,248.25

Other Income 340.36 262.76

Total Income 13,309.51 11,511.01

Less: Total expenditure

Manufacturing & Other Expenses 11,478.58 9,198.53

Depreciation 414.56 467.23

Financial Expenses 162.57 124.35

Profit from ordinary activities after finance cost but before exceptional items 1,253.80 1,720.90

Exceptional Items 719.75

Profit before tax 1,973.55 1,720.90

Provision for taxation 289.02 362.12

Deferred tax (Assets) / Liabilities 125.96 195.75

Net Profit ( ) / Loss (-) 1,558.57 1,163.03

Prior Period adjustments (Net off) 3.18

Net Profit( ) / Loss(-) 1,558.57 1,166.21

Balance brought forward 5,503.49 4,749.44

Dividend declared/ paid 330.00 303.00

Tax on dividend 56.10 49.16

Transfer to General Reserve 80.00 60.00

Balance Carried to the Balance Sheet 6,595.96 5,503.49

EPS (Basic) 7.59 5.77

EPS (Diluted) 7.59 5.45

Previous years figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

Standalone results

During the year under review, your Company has recorded revenue from operations (net) of Rs. 129.69 Crore as against Rs. 112.48 Crore in the previous year recording an increase of 15% over the previous year. The Net profit (after tax, exceptional and extra ordinary items) for the financial year ended 31st March 2013 is Rs. 15.58 Crore as against Rs. 11.66 Crore in the previous year.

Consolidated Results

Your Company''s revenue from operations (net) is Rs. 178.95 Crores as against Rs. 155.88 Crores in the previous year recording an increase of 15% over the previous year. The Net profit (after tax, exceptional and extra ordinary items) for the year is Rs. 14.04 Crores, as against Rs. 6.37 Crores in previous year recording an increase of 120% over the previous year.

WARRANTS

During the year, the Promoters had exercised their option to covert the outstanding 18,00,000 warrants on 23rd January, 2013 out of the 20,00,000 warrants issued on Preferential Basis on 29th July, 2011. After the said conversion, there are no outstanding warrants left to be converted with the Company. The proceeds of the Warrants/Equity Shares issued by Company are being used for the purpose for which they have been raised.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.5 per share (i.e. @ 15 %) for the year ended 31st March 2013. The dividend payout, if approved, will result in outflow of Rs. 386.10 Lakhs inclusive of Rs. 56.10 Lakhs on account of Dividend Distribution Tax.

BUSINESS DEVELOPMENT

The Domestic market:

During the year, your Company has expanded its distribution network in Uttar Pradesh, Delhi and Bangalore in addition to its existing presence in Mumbai, Pune, Gujarat and Madhya Pradesh . The ''ADF SOUL'' brand has its presence in almost 30,000 grocery outlets across India. The modern trade business has shown remarkable growth during the year and the products are listed and sold in approximately 80% of the major supermarket chains in the cities where we are present. The recent additions in the product line are the all new ''WET MASALAS'' range of products made with extra virgin olive oil which have been initially launched in Gujarat and Mumbai markets. The current range of ADF SOUL products include pickles in olive oil, traditional pickles, Ready to eat foods, Kesar Mango Pulp, Pizza Sauces and Pasta sauces. The Company''s motivated sales force has been making constant efforts to increase the penetration of the products on retail shelves. In order to drive a long-term sustainable growth through brand building , the Company plans to do a significant increase in its investments in advertisement, sales promotion and marketing activities during next two financial years.

Expansions :

Your Company''s Greenfield project in Nadiad which is spread over 45,000 square feet., would be operational by end of the financial year 2013-14 and the same would increase manufacturing capacity of the Company''s core products such as pickles, pastes and chutneys. The approximate project cost would be Rs 20 crores.

U.S. Operations:

The Company''s acquired business of Elena''s Food Specialties has turned profitable at EBITDA level. The Company is confident of generating better results in the years to come .

During the year, the Company has introduced four new burritos under the brand PJ''s Organics. The Company has also introduced a unique range of protein based Ethnic Indian foods such as Kathi Rolls and Indian style Pizzas called NAANZZA under its brand ''ADF SOUL''. These products are made in the U.S. Facility and are going to be exported to the Gulf market in addition to being sold in USA and Canada. During the year, your Company also participated in the Gulf Food show and has received a very encouraging response.

The Company continues to maintain strategic focus on improvement in the product mix, product rationalization, greater marketing synergies and cost-efficiency throughout the organization.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the Internationally recognized BRC (British Retail Consortium) Global Standard – Foods, ISO 22000/ HACCP & ISO 9001:2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

(i). that in the preparation of the annual accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii). that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year under review;

(iii). that the Directors have taken proper and sufficient care 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; and

(iv). that the Directors have prepared the accounts for the financial year ended 31st March 2013 on a ''going concern'' basis.

LISTING OF SHARES :

The Company''s shares are actively traded on BSE Limited (BSE) and National Stock Exchange of India Limited (NSEIL).

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors'' certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forms part of this Annual Report.

DIRECTORS AND SENIOR MANAGEMENT

Mr. Vikram Munshi, Non Executive Independent Director, resigned from the Board of Directors of the Company w.e.f. May 09, 2013. The Board has placed on record its deep appreciation of Mr. Munshi''s contribution during his long association with the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Bhavesh R. Thakkar, Mr. Viren Merchant and Mr. Ravinder Kumar Jain, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The brief particulars of all the Directors, for which approval of members for their reappointment is sought, have been provided in the Notice of the Twenty Third Annual General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate Governance.

The Company has appointed Mr. Milroy Fernandes as the General Manager- Finance and Mr. Maneck Katpitia as Vice-President (International Business) in the month of November, 2012. The Company is positive of benefiting from their varied experience and expertise.

AUDITORS AND THEIR REPORT

M/s. D.P. Ghevaria & Co., Chartered Accountants and M/s. B S R & Co., Chartered Accountants, both Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received certificates from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

COST AUDIT

As per the Central Government Order dated 24th January, 2012, the Company is required to get its cost accounting records, in respect of each of its financial years commencing on or after 1st April, 2012, audited by a cost auditor. The Board of Directors of the Company appointed M/s. N.Ritesh & Associates , Cost Accountants, as the Cost Auditor of the Company for the year ended 31st March, 2013.The Cost Audit Report for the year ended 31st March, 2013, will be submitted to the Central Government in due course.

M/s Girikrishna S Maniar, Cost Accountants, have been appointed as the Cost Auditors for the Company by the Board of Directors in their meeting held on 30th May, 2013 to conduct the cost audit for the Financial Year ended 31st March, 2014.

INTERNAL AUDIT

M/s. Suresh Gandhi & Associates , Surat, and M/s. Pipalia Singhal & Associates, Mumbai , Chartered Accountant Firms, have been associated with your Company as its internal auditor.

RISK MANAGEMENT

During the year your Company has adopted the Business Risk Management System (BRMS) for mitigating various risks associated and identified across all levels within the organization. This model is based on ISO 31000. BRMS would enable the management to review the business risks on periodical basis and to bring the high risk areas to the immediate attention of the Board.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is appended hereto and forms part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, 1956, dividends pertaining to financial year 2004-05 amounting to Rs. 597,530/- which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetary ceiling of Rs. 60 lakhs or more per annum or Rs. 5 lakhs or more per month, if employed for a part of the year prescribed under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder.

SUBSIDIARY COMPANIES

Your Company has three subsidiaries namely ADF Foods UK Ltd, Power Brands (Foods) Pvt. Ltd.and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd.

Power Brands (Foods) Private Limited:

M/s Power Brands (Foods) Pvt. Ltd, 99.99% Subsidiary of the Company, has under gone Voluntary Liquidation vide Special resolution passed by the Members'' on 5th November, 2012.

In accordance with the general circular issued by the Ministry Of Corporate Affairs, Government Of India, the annual accounts of the subsidiary companies are not being attached with the financial statements of the Company. The Company will make available the Annual Accounts of the subsidiaries and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiaries concerned. Further as required under Listing agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial conditions and are globally accepted.

Further as required, the brief financial data of the subsidiaries has been furnished under the head ''Statement pursuant to Section 212(8) of the Companies Act, 1956'', related to subsidiary companies forming part of the Annual Report.

CASH FLOW STATEMENT

The Cash Flow Statement pursuant to Clause 32 of the Listing agreement is annexed to this Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the financial year 2012-13.

HUMAN RESOURCE AND EMPLOYEE RELATIONS

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company''s steady performance.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company''s shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Ramesh H Thakkar Chairman

Registered Office:

83/86, G.I.D.C.

Industrial Estate,

Nadiad- 387 001,

Gujarat. Mumbai,

date 30th May, 2013

---

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Second Annual Report together with the Audited Financial Statements for the year ended 31st March 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Net sales/Income from operation 11,248.25 11,137.67

Other Income 262.76 313.42

Total Income 11,511.01 11,451.09

Less: Total expenditure Manufacturing & Other Expenses 9,198.53 8,837.97

Depreciation 467.23 450.25

Financial Expenses 124.35 163.01

Profit ( )/Loss (-) before tax 1,720.90 1,999.86

Provision for taxation 362.12 359.07

Deferred tax (Assets) / Liabilities 195.75 (139.97)

Net Profit ( ) / Loss (-) 1,163.03 1,780.76

Prior Period adjustments (Net off) 3.18 (1.17)

Net Profit( ) / Loss(-) 1,166.21 1,779.59

Balance brought forward 4,749.44 3,410.65

Dividend declared/ paid 303.00 300.00

Tax on dividend 49.16 49.83

Transfer to General Reserve 60.00 90.97

Balance Carried to the Balance Sheet 5,503.49 4,749.44

EPS (Basic) 5.77 8.90

EPS (Diluted) 5.451 8.90

Previous years figures have been re-grouped wherever necessary

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded a turnover of Rs. 112.48 Crore as against Rs. 111.37 Crore in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 31st March 2012 is Rs. 11.66 Crore as against Rs. 17.79 Crore in the previous year.

WARRANTS

During the year, the Company allotted 20,00,000 (Twenty Lakh) warrants convertible into equivalent number of equity shares of Rs. 10/- each at an issue price of Rs. 65/- per warrant to certain members of the promoter group on preferential basis on receipt of the minimum subscription amount of 25% of issue price i.e. Rs. 16.25/- per warrant. Of the above, 200,000 (Two Lakh) warrants were converted into equity shares by the warrant holders on 28th March, 2012 by payment of balance 75% of the Issue Price. The said allotment was done in compliance with Chapter VII of SEBI (ICDR) Regulations, 2009. The option to covert remaining 18,00,000 warrants, if not exercised, would expire on 28th January, 2013. The proceeds of the warrants/Equity Shares issued by Company are being used for the purpose for which they were raised.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.5/- per share (i.e. @ 15 %) for the year ended 31st March 2012. The dividend payout, if approved, will result in outflow of Rs. 352.16 Lakhs inclusive of Rs. 49.16 Lakhs on account of Dividend Distribution Tax. -

BUSINESS DEVELOPMENT

The Domestic market:

During the year, your Company has expanded its distribution in Gujarat and Madhya Pradesh in addition to its existing presence in Mumbai and Pune. The products are being sold in traditional grocery stores and also in major supermarkets. The Modern trade (supermarket business) has shown a remarkable growth during the year. There has been an addition of new products such as Kesar Mango pulp, Pizza Sauces and Pasta Sauces , all under the umbrella brand 'ADF SOUL'. The domestic division of the Company has equipped itself with strong distribution network and a motivated sales force to accomplish the targeted growth. The Company is constantly focusing to roll out aggressive strategies for its domestic business in order to establish a strong position in the growing processed foods industry in India.

Your Company has acquired a plot adjacent to its existing factory at Nadiad and is in the process of setting up a new factory on the said plot. The new set up would increase manufacturing capacity of the Company's core products such as pickles, pastes and chutneys.

US Operations:

During the previous financial year the Company's US based subsidiary acquired substantial assets of Elena's Food Specialties, Inc. a US based manufacturer and marketer of organic and natural food products. The acquisition has provided the Company with a USDA approved manufacturing facility and a complimentary business and distribution network in the USA. Apart from this your company also got well established brands such as NATES, PJs Organics and Elena's Kitchen with this acquisition.

Elena's business achieved break-even in the very first year itself through the implementation of various cost control measures, efficient business operations and rationalization of the product range. Your Company also introduced certain Ethnic Indian wraps in the US under its brand 'ADF SOUL' , made in the U.S. Facility. The products are listed and sold at major supermarket chains and natural grocery chains all across USA.

Your Company's core international business has a strong business foothold in over 45 countries. In addition to the growth of the existing business your Company is continuously exploring the opportunities of complimentary acquisitions in both domestic as well as international markets in order to accelerate its growth.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the Internationally recognized BRC (British Retail Consortium) Global Standard - Foods, ISO 22000/ HACCP & ISO 9001:2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956 with respect to Director's Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,I956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2012 on a 'going concern' basis. LISTING OF SHARES :

The Company's shares are actively traded on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors' certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forming part of this Annual Report.

DIRECTORS

The Company has 10 Directors out of which 6 are Non- Executive Independent Directors and 4 are Executive Promoter Directors.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nipun Shah, Mr. Vikram Munshi and Mr. Jay Mehta , Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The brief particulars of all the Directors, for which approval of members for their reappointment is sought, have been provided in the Notice of the Twenty Second Annual General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate Governance.

AUDITORS AND THEIR REPORT

M/s. D.P Ghevaria & Co., Chartered Accountants and M/s. B S R & Co., Chartered Accountants, both Statutory Auditors of the Company , hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received certificates from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

COST ACCOUNTING RECORDS AND COST AUDIT

As per the provisions of Companies (Cost Accounting Records) Rules, 2011, the Company is required to maintain cost records and to submit a compliance report duly certified by a cost accountant to the Central Government in the prescribed form in respect of each of its financial year commencing on or after 1st April, 2011. The Company has been complying with the provisions of the said Rules.

Further, as per the Central Government Order dated 24th January, 2012, the Company is required to get its cost accounting records, in respect of each of its financial years commencing on or after 1st day of April, 2012, audited by a cost auditor.

In order to comply with the said Order, the Company has appointed M/s. N. Ritesh & Associates, Cost Accountants to conduct Cost Audit for the financial year 2012-13 pursuant to the provisions of Section 233B of the Companies Act, 1956.

A written certificate has been obtained from M/s. N. Ritesh & Associates, to the effect that the said appointment, if made will be in accordance with regulations as specified under Section 224 (IB) of the Companies Act, 1956.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 2I7(I)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is appended hereto and forms part of this report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) of the Companies Act, I956, dividends pertaining to financial year 2003-04 amounting to Rs. 545,417/- which remained unpaid or unclaimed for a period of 7 years was transferred by the Company to the Investor Education and Protection Fund.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetory ceiling of Rs. 60 lakhs or more per annum or Rs. 5 lakhs or more per month, if employed for a part of the year prescribed under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder.

SUBSIDIARY COMPANIES

Your Company has four subsidiaries namely ADF Foods UK Ltd, ADF Foods (Mauritius) Ltd., Power Brands (Foods) Pvt. Ltd. and ADF Foods (India) Ltd. and two step down subsidiaries viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd.

In the meeting of the Board Of Directors of the Company held on 29th May, 2012 it has been decided to voluntarily wind up the Mauritius subsidiary of the Company i.e. ADF Foods (Mauritius) Ltd. in view of no business operations. The said subsidiary would be wound up in compliance with the applicable Mauritius Laws.

In accordance with the general circular issued by the Ministry Of Corporate Affairs, Government Of India, the annual accounts of the subsidiary companies are not being attached with the financial statements of the Company. The Company will make available the Annual Accounts of the subsidiaries and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding company and of the subsidiaries concerned. Further as required under Listing agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial conditions and are globally accepted.

Further as required, the brief financial data of the subsidiaries has been furnished under the head 'Statement pursuant to Section 212(8) of the Companies Act, 1956', related to subsidiary companies forming part of the Annual Report.

CASH FLOW STATEMENT

The Cash Flow Statement pursuant to Clause 32 of the Listing agreement is annexed to this Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the financial year 2011-12.

EMPLOYEE RELATIONS

The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Company's steady performance.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Company's shareholders, customers, bankers, suppliers and all other stakeholders. For and on Behalf of the Board of Directors

Ramesh H Thakkar

Chairman

Registered Office:

83/86, G.I.D.C. Industrial Estate,

Nadiad- 387 001, Gujarat.

Mumbai, date 29th May, 2012

---

Mar 31, 2011

The Directors have pleasure in presenting the Twenty First Annual Report together with the Audited Financial Statement for the year ended 31st March 2011.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2011 is summarized below:

(Rs. in Lakhs)

Particulars 2010-11 2009-10

Net sales/Income from operation 11,177.98 10,289.22

Other Income 432.24 654.87

Total Income 11,610.22 10,944.09

Add: Increase/ (Decrease) in Stock in trade 289.99 (309.90)

11,900.21 10,634.19 Less: Total expenditure

Manufacturing & Other Expenses 9,286.27 8,072.40

Depreciation 450.25 418.65

Financial Expenses 163.01 181.06

Profit (+)/Loss (-) before tax 2,000.68 1,962.08

Provision for taxation 359.89 352.51

Deferred tax Assets / (Liabilities) 139.97 (44.23)

Net Profit (+) / Loss (-) 1,780.76 1,565.34

Prior Period Expenses/ Tax (Net off) 1.17 2.15

Net Profit(+) / Loss(-) 1,779.59 1,563.19

Balance brought forward 3,410.65 2,276.59

Dividend declared/ paid 300.00 300.00

Tax on dividend 49.83 50.97

Transfer to General Reserve 90.97 78.16

Balance Carried to the Balance Sheet 4,749.44 3,410.65

EPS (Basic) 8.90 8.33

EPS (Diluted) 8.90 8.33

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded a turnover of Rs. 111.78 Crore as against Rs. 102.89 Crore in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 31st March 2011 increased to Rs. 17.79 Crore from Rs. 15.63 Crore in the previous year representing an increase of 13.82% profit after tax.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50/- per share (i.e. @ 15%) for the year ended 31st March 2011. The dividend payout, if approved, will result in outflow of Rs. 349.83 Lakhs inclusive of Rs. 49.83 Lakhs on account of Dividend Distribution Tax.

BUSINESS DEVELOPMENT

During the year your Company has completed expansion of its Nadiad Factory including significant increase in its cold storage facility.

During the previous year your Company introduced a wide range of ready to eat products and pickles under the brand ADF SOUL in Mumbai and Pune. The same has met with an encouraging response especially pickles in virgin olive oil. The Company is gearing up to market the products under the brand ADF SOUL throughout India.

During the year your Company has completed the acquisition of Elenas Food Specialties, Inc., a US based manufacturer and marketer of organic and natural food products. Your Company acquired all substantial assets and certain liabilities of Elenas including its intellectual property rights through its international subsidiaries. The integration of Companys new acquisition is going as planned. The Management has taken initiatives to bring down the losses since the acquisition and has taken various measures to cut expenses and ensure better sourcing of Raw Materials and Packing Materials. The Company will also be launching some new products in the Mexican Food Category under the PJs Organics Brand and has also decided to launch in June some protein based Ethnic Indian Foods under its brand name ADF SOUL in US markets.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as the Internationally recognized BRC (British Retail Consortium) Global Standard – Foods, ISO 22000/ HACCP & ISO 9001:2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year under review;

(iii) that the Directors have taken proper and sufficient care 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; and

(iv) that the Directors have prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

LISTING OF SHARES

The Company received approval from the National Stock Exchange of India Limited (NSE) for trading of shares with effect from 15th September, 2010. Thus Companys shares are actively traded on Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).

CORPORATE GOVERNANCE

In compliance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with Auditors certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forming part of this Annual Report.

DIRECTORS

The Company has 10 Directors out of which 6 are Non- Executive Independent Directors and 4 are Executive Promoter Directors.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Bhavesh R. Thakkar, Mr. Ravinder Kumar Jain and Mr. Yasir Varawala, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

The brief particulars of all the Directors, for which approval of Members for their re-appointment is sought, have been provided in the Notice of the Twenty First Annual General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate Governance.

Mr. D.E. Udwadia resigned from the Board Of Directors w.e.f. 21st October, 2010. The Board has placed on record its deep appreciation of Mr. Udwadias immense contribution and valuable services during his long association with the Company and acknowledged Mr. Udwadias outstanding experience and expertise.

AUDITORS AND THEIR REPORT

M/s. V. P. Thacker & Co., Chartered Accountants, Mumbai were appointed as the Statutory Auditors jointly with M/s. D.P. Ghevaria & Co., Chartered Accountants by the Members at the last Annual General Meeting held on 28th July, 2010.

M/s. V. P. Thacker & Co., had tendered their resignation w.e.f. 09th October, 2010 and had expressed their inability to continue as Statutory Auditors of the Company. In view of this resignation, other joint Auditor M/s. D.P. Ghevaria & Co. continues as the sole Auditor till the ensuing Annual General Meeting.

For the financial year 2011-12, it is proposed to appoint M/s. B S R & Co., Chartered Accountants, Mumbai as Statutory Auditors alongwith M/s. D. P. Ghevaria & Co. A written certificate has been obtained from both M/s. B S R & Co. and M/s. D.P. Ghevaria & Co., to the effect that the said appointment, if made will be in accordance with regulations as specified under Section 224 (1B) of the Companies Act, 1956. The matter as such is being placed before the Members to consider appointment of M/s. B S R & Co., Chartered Accountants as Statutory Auditors jointly with M/s. D. P. Ghevaria & Co., Chartered Accountants to hold office from conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is appended hereto and forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetory ceiling of Rs. 60 Lakhs or more per annum or Rs. 5 Lakhs or more per month, if employed for a part of the year prescribed under Section 217 (2A) of the Companies Act, 1956 and the Rules made thereunder.

SUBSIDIARY COMPANY

At the beginning of the year the Company had four subsidiaries namely ADF Foods UK Ltd, ADF Foods (Mauritius) Ltd., Power Brands (Foods) Pvt. Ltd. and ADF Foods (India) Ltd.

On 22nd September, 2010, your Company had set up two step down subsidiaries in U.S.A. viz. ADF Holdings (USA) Ltd. and ADF Foods (USA) Ltd.

Ministry Of Corporate Affairs vide its General Circular No.2/2011 dated 08.02.2011 has directed that provisions of Section 212(1) i.e. attaching the Annual Accounts of all the subsidiaries, shall not apply in relation to subsidiaries of those companies on fulfillment of certain conditions. Your Company has fulfilled the conditions including obtaining of the consent of the Board Of Directors of the Company for not attaching the Annual Accounts of the subsidiaries. The Company will make available the Annual Accounts of the subsidiaries and the related detailed information to any Member of the Company who may be interested in obtaining the same. The Annual Accounts of the subsidiary companies shall also be kept for inspection by any Members in the head office of the holding company and of the subsidiaries concerned. Further as required under Listing Agreement with the Stock Exchanges, a consolidated financial statement of the Company and all its subsidiaries is attached. We believe that the consolidated accounts present a full and fair picture of the state of affairs and the financial conditions and are globally accepted.

Further as required, the brief financial data of the subsidiaries has been furnished under the head " Statement pursuant to Section 212(8) of the Companies Act, 1956, related to subsidiary companies forming part of the Annual Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchanges and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiaries are annexed to this Report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 during the financial year 2010-11.

EMPLOYEE RELATIONS

The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Companys impressive growth.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Companys shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Ramesh H Thakkar Chairman

Registered Office:

83/86, G.I.D.C. Industrial Estate, Nadiad- 387 001, Gujarat.

Mumbai, date 16th June, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Financial Statement for the year ended 31" March 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31H March 2010 is summarized below:

Rs. in Lakhs

Particulars 2009-10 2008-09

Net sales/ Income from operation 10,168.54 9,584.23

Other Income 775.55 382.77

Total Income 10,944.09 9,967.00

Add: Increase/ (Decrease) in Stock in trade (309.90> 218.05

10,634.10 10,185.05

Less: Total expenditure

Manufacturing & Other Expenses 8,072.40 8,249.74

Depreciation 418.65 393.69

Financial Expenses 181.06 219.90

Profit (+)/Loss (-) before tax 1,962.08 1,321.72

Provision for taxation 336.90 269.76

Deferred tax Assets / (Liabilities) 44.23 32.41

Net Profit (+) / Loss (-) 1,580.95 1,019.55

Prior Period Expenses/ Tax (Net off) 17.76 39.70

Net Pfofit(+) / Loss(-) 1,563.19 979,85

Balance brought forward 2,276.59 1655.91

Dividend -declared/ paid 300.00 265.11

Tax on dividend 50.97 45.06

Transfer to General Reserve 78.16 49.00

Balance Carriedto the Balance Sheet 3,410.65 2276.59

EPS (Basic) 8.33 5.54

EPS (Diluted) 8.33 5.11

FINANCIAL PERFORMANCE

During the year under review, your Company has recorded a turnover of Rs. 101.68 Crores as against Rs. 95.84 Crores in the previous year. The Net profit (after tax and extra ordinary items) for the financial year ended 3 Ist March 2010 increased to Rs. 15.63 Crores from Rs. 9.80 Crores in the previous year representing an increase of 59.49 % profit after tax.

WARRANTS

The Company had allotted 15,00,000 Convertible Warrants of Rs. 70/- each (Rs. 7.00 per warrant paid on allotment) on preferential basis to Promoters/Directors, their friends and relatives on 24th December 2007. None of the subscribers of the warrants had exercised their option and the same expired on 23rd June 2009. Rs. 1,05,00,000 received on allotment of warrants was credited to Capital Reserve Account.

The Company had allotted 23,26,110 Convertible warrants of Rs. 32/- each (Rs. 8.00 per warrant paid on allotment) on preferential basis to Promoters/Directors, their friends and relatives on 29th July 2009. Of the above, 8,20,222 warrants were converted on 11 * September 2009 and balance warrants 15,05,888 were converted on 27* October 2009. The balance amount of Rs. 24 per warrant was duly received before exercise of warrants.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 1.50/- per share (i.e. @ 15%) for the year ended 31st March 2010. The dividend payout, if approved, will result in outflow of Rs. 350.97 Lakhs inclusive of Rs. 50.97 Lakhs on account of Dividend Distribution Tax.

BUSINESS DEVELOPMENT

During the year under review, your Company has entered the domestic market through its wholly owned Subsidiary ADF Foods (India) Ltd and launched a range of products under the brand "ADF SOUL". The initial product range which has been launched is die range of healthy Indian pickles made with Virgin Olive Oil, traditional pickles and select ready-to-eat recipes. The range has been initially introduced in Mumbai and Pune. The products are being sold in traditional grocery stores and also in some leading Supermarkets. The company is currently in the process of securing listing with the other- Supermarket chains and also increasing its penetration in the traditional grocery outlets. The initial response for the products has been very encouraging and die Company is focusing on building its distribution network and expects to be pan India within next 2 years.

Despite global recession and economic slowdown last year your Companys sales have increased for all its brands during the financial year ended 31 * March 2010. Your Company has been widening its customer base and has also added new products to marginalize the impact of economic slowdown.

TRULY INDIAN Brand has been launched in Germany during the latter part of this financial year and the initial response has been positive. The company also obtained new listings in US Supermarkets and is poised to grow the main stream side of the business through TRULY INDIAN. Your Company continues to promote Indian Food Culture world over and takes pride in being an innovator in the Ethnic Indian Food Category.

Even tiiough globally many countries are still struggling under the pressures of economic slowdown, we are cautiously optimistic and hope to grow the business in the new financial year. In addition to organic growth your company is also looking at growing its business through inorganic means and is scouting for businesses which have a strong distribution network in the mainstream markets in the ethnic foods space where there is synergy with its existing product line.

TECHNOLOGY AND QUALITY

Your Company is committed to deliver highest quality of products by continuous improvement in terms of product quality and achieving customer satisfaction and delight. Your Company has already obtained various quality certifications such as die Internationally recognized BRC (British Retail Consortium) Global Standard - Foods, ISO 22000/ HACCP & ISO 9001.2000 certifications for its plants located at Nadiad, Gujarat and Nashik, Maharashtra.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to die requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in die preparation of the annual accounts for the financial year ended 31* March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) drat die Directors have selected such accounting policies and applied them consistently and made judgments and estimates diat are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at the end of die financial year arid
(iii) diat die Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with die provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) diat die Directors have prepared the accounts for the financial year ended 3 Ist March 2010 on a going concern basis.

CORPORATE GOVERNANCE

In compliance witii die requirements of Clause 49 of the Usting Agreement with the Stock Exchange, a separate report on Corporate Governance along with Auditors certificate on its compliance has been provided elsewhere in this Annual Report.

Report on Management Discussion and Analysis is provided in separate section and forming part of this Annual Report.

DIRECTORS

The Company has 11 Directors out of which 7 are Non- Executive independent Directors and 4 are Executive Promoter Directors.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Viren Merchant and Mr. Darius E. Udwadia, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment.

The brief particulars of all the Directors, for which approval of members for their reappointment is sought, have been provided in the Notice of the Twentieth Annua! General Meeting pursuant to the Clause 49 of the Listing Agreement relating to Corporate Governance.

AUDITORS AND THEIR REPORT

The Statutory Auditors, M/s D. R Ghevaria & Co., Chartered Accountants and M/s. V R Thacker & Co., Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for re-appointment as Joint Statutory Auditors of the Company.

There are no qualifications contained, in the Auditors Report and therefore there are no further explanations to be provided for in this report.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information required under section 217( I )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is appended hereto and forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration exceeding the monetary ceiling prescribed under Section 217(2A) of the Companies Act, 1956, as amended upto date.

SUBSIDIARY COMPANY

At the beginning of the year the Company had three subsidiaries namely: ADF Foods UK Ltd (ADF UK), ADF Foods (Mauritius) Limited (ADF M) and Tower Brands (Foods) Pvt. Ltd. (PBFPL).

On 7th December 2009 your Company set up a Wholly Owned Subsidiary viz. ADF Foods (India) Ltd (ADFIL). The certificate of commencement of Business was received for the same on 9* January 2010.

The Statement of Accounts of ADF UK, ADF-M, PBFPL and ADFIL together with the Report of the Director and the Auditors as required under section 212 of the Companies Act, 1956 are attached to this Annual Report.

CONSOLIDATED ACCOUNTS

In compliance with Clause 32 of the Listing Agreement with the Stock Exchange and in accordance with the requirements of Accounting Standards AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary are annexed to this Report.

DEPOSIT

Your Company has not accepted any deposit within the meaning of Section 58A of the Companies Act,. 1956 during the financial year 2009-10.

EMPLOYEE RELATIONS

The Employee relations continue to be cordial at all the divisions of the Company. Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Companys impressive growth.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Companys shareholders, customers, bankers, suppliers and all other stakeholders.

For and on Behalf of the Board of Directors

Ramesh H Thakkar Chairman

Registered Office:

83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat. Mumbai 20th May 2010