Foods & Inns Ltd

Dear Members,

The Directors present their report on the financial performance, business and operations of the Company for the year ended

31st March, 2024.

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

( in Lakhs)

2. RESULTS OF OPERATIONS

As per the Standalone Financials the turnover of the Company is 997.31 Crores for the Financial year ended on 31st March, 2024 as compared to 977.34 Crores for the Financial year ended on 31st March, 2023. The Company made a profit before tax of 64.21 Crores during the Financial year ended 31st March, 2024 against the profit before tax of 64.26 Crores during the Financial year ended on 31st March, 2023.

As per the Consolidated Financials for Financial year ended on 31st March, 2024 the turnover of the Company is 1,026.83 Crores as compared to 1,001.51 Crores for the Financial year ended on 31st March, 2023. The Company made a profit before tax of 64.40 Crores during the Financial year ended 31st March, 2024 against the profit before tax of 64.21 Crores during the Financial year ended on 31st March, 2023.

The Company's exports during the year was 345.27

Crores ( 382.20 Crores) and domestic sale was 612.24

Crores ( 592.70 Crores). This translates into a ratio of 36.06% and 63.94% (39.20% to 60.80% during the Financial year ended on 31st March, 2023.) between exports and domestic sales.

3. DIVIDEND

Your Directors are pleased to recommend a Dividend of

0.30/- per equity share of face value of 1/- each (30%) for the financial year ended 31st March, 2024 as against

0.50 per equity share of face value of 1/- each (50%) for the previous financial year ended 31st March, 2023. The Dividend, subject to the approval of the Members at the 52nd Annual General Meeting to be held on 24th September, 2024 will be paid on or after 1st October, 2024 to those Members whose names appear in the Register of Members of the Company.

The Dividend recommendation is in accordance with the Dividend Distribution Policy ("the Policy") of the Company.

DIRECTORS' REPORT(Contd.)

The policy is available on the website of the Company.

4. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members at the 49th Annual General Meeting held on Wednesday, 29th September, 2021, the Board of directors of the Company approved the ‘Foods and Inns Employee Stock Option Plan 2021' ("ESOP 2021"/ "Plan") as per the Regulations of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. Further, the scheme was aligned by Nomination and Remuneration committee as per Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations). The alignment in the plan is to comply with the provisions of the Regulations of SEBI SBEB & SE Regulations, 2021 and does not require shareholders resolution as per Regulation 7(2) of SEBI SBEB & SE Regulations, 2021.

During the Financial year 2021-22, the Nomination and Remuneration Committee of the Board in their meeting held on 03rd February, 2022 granted 14,66,760 stock options (1st Tranche) to the eligible Employees as per the ESOP 2021 of the Company at an exercise price of 54 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

During the Financial year 2023-24, the Nomination and Remuneration Committee of the Board in their meeting held on 07th August, 2023 granted 1,73,000 stock options (2nd Tranche) to the eligible Employees as per the ESOP 2021 of the Company at an exercise price of 81 per share. The options granted under the Plan shall be exercised not earlier than minimum period of 1 (one) year and not later than maximum period of 4 (four) years from the date of vesting.

During the F.Y. 2023-24 under review, the Company has allotted ESOP shares under 1st tranche as follows:

i) 1,58,753 Equity Sharesunder "ESOP 2021"/ "Plan" atan exercise price of 54 per share which is amounting to

85,72,662/- on 31st May, 2023.

ii) 1,04,900 Equity Sharesunder "ESOP 2021"/ "Plan" atan exercise price of 54 per share which is amounting to

56,64,600/- on 01st November, 2023.

Applicable disclosures relating to Employees Stock

Options as at 31st March, 2024, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014, as amended from time to time, the details are placed on the website of the Company at https://www.foodsandinns.com/Investor/ Investor/ESOP/ESOP for financial year ended March 31, 2022.pdf. The ESOP-2021 Scheme of the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB & SE Regulations).

Secretarial Auditors' certificate to the effect that the ESOP

– 2021 Scheme of the Company has been implemented in accordance with the SEBI Guidelines and as per the resolution passed by the members of the Company has been obtained by the Company.

5. TRANSFER TO RESERVES

The Company has not transferred any amounts to General Reserve during the year.

6. FIXED DEPOSITS

The Board of directors of the Company in their meeting dated 08th August, 2022 has approved the fixed deposit scheme for acceptance of Fixed Deposits from public and shareholders of the Company, and approval of the members taken by the Company within the limits prescribed in the Companies Act, 2013 and Companies (Acceptance of Deposits) Rule, 2014 and the overall borrowing limits of the Company, as approved by the Members, from time to time. However no fixed deposits were accepted from public and shareholders during the year.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION DURING THE FINANCIAL YEAR AND BETWEEN END OF THE FINANCIAL YEAR AND DATE OF REPORT

There are material changes and commitments affecting the financial position of the Company which have occurred during the Financial year 2023-24 and after 31st March, 2024 till date of this report which are as under:

During the Financial Year 2023-24:

i) Mrs. Randeep Kaur Puri has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. 06th April, 2023.

ii) The Company has issued and allotted 25,00,000 Equity shares upon Conversion of Warrants on a preferential basis having face value 1 at a price of

95 per equity Share on 30th May, 2023.

iii) The Company has allotted 1,58,753 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of

54 per share which is amounting to 85,72,662/-

on 31st May, 2023.

iv) Mrs. Pallavi Dhupelia, Director of the Company has resigned from the Directorship w.e.f. 13th June, 2023

v) Mr. Ameya T. Masurkar Appointed as Company Secretary & Compliance Officer of the Company

w.e.f. 13th June, 2023.

vi) Appointment of Mr. A. V. Seshadrinathan as Independent Director of the Company w.e.f. 07th August, 2023

vii) Appointment of Ms. Karishma Bhalla as Independent Director of the Company w.e.f. 07th August, 2023

viii) Completion of Tenure (2nd term) of Mr. V. K. Beswal as Independent Director of the Company w.e.f. 11th September, 2023

ix) Completion of Tenure (2nd term) of Mrs. Kamlini C. Maniar as Independent Director of the Company

w.e.f. 11th September, 2023

x) The Company has allotted 1,04,900 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of

54 per share which is amounting to 56,64,600/-

on 01st November, 2023.

xi) Appointment of Mr. Sanjay Naik as Independent Director of the Company w.e.f. 09th November, 2023

xii) The Company has issued and allotted 30,61,740 Equity shares upon Conversion of Warrants on a preferential basis having face value 1 at a price of

95 per equity Share on 18th January, 2024.

xiii) Approval Received from Stock Exchange (BSE and NSE) on 01st February, 2024 for Re-classification of "Promoter Shareholding" to "Public Shareholding" of Mrs. Pallavi Dhupelia and Mr. Ameya Dhupelia pursuant to request received by above-mentioned shareholders on 24th July, 2023.

After end Financial Year 2023-24 and date of Report:

i) The Company has issued and allotted 15,03,760 Equity shares upon Conversion of Warrants on a preferential basis having face value 1 at a price of

95 per equity Share on 01st April, 2024.

ii)

The Company has allotted 2,30,260 Equity Shares under "ESOP 2021"/ "Plan" at an exercise price of

54 per share which is amounting to 1,24,34,040/-

on 05th April, 2024.

iii) The Company has issued and allotted 6,01,550 Equity shares upon Conversion of Warrants on a preferential basis having face value 1 at a price of

95 per equity Share on 13th May, 2024.

iv) The Company has issued and allotted 1,38,94,699 Equity shares upon Conversion of Warrants on a preferential basis having face value 1 at a price of

95 per equity Share on 18th June, 2024.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social Responsibility (CSR) as a voluntary activity and a part of its long term vision of creating value for all its stakeholders. Our Company believes that giving back to society is not a mandate but something which is integral to its beliefs. Accordingly, CSR is an integral part of the Company's business and is even promoted at the Board level.

The Company has contributed towards promoting sports, health-care and education.

Further details on the prescribed CSR spend under section 135 of the Companies Act, 2013 and the amount committed and distributed during the year under review are provided in the Annual Report on CSR activities annexed as Annexure-1 to this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, is annexed as Annexure-2 to this report.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

Statement containing the salient features of the financial statements of subsidiaries in the prescribed Form AOC-1 is annexed as Annexure-3.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)

DIRECTORS' REPORT(Contd.)

Regulations, 2015 (the listing Regulations), consolidated financial statements of the Company and its subsidiary has been prepared for the year under report. The Audited Consolidated financial statements along with the auditors' report thereon forms part of this Annual report.

12. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders value legally, ethically and sustainably. We believe sound corporate governance is critical to enhance and retain investor trust. Our Board exercises its fiduciary responsibilities in the widest sense of term. Our Corporate governance report forms part of this Annual report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149 (7) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of the Act, Mr. Raymond Simkins retires by rotation and is eligible for re- appointment.

Further, the details of Directors include remuneration, independence, performance, Committees and Directors meeting, are given in the Corporate Governance Report, which is integral part of this Annual and Board's Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that;

• In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

• we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year ended 31st March, 2024 and of the profit of the Company for that year.

• we have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• we have prepared the Annual Accounts on a going

concern basis.

• we have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

• we have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. INSURANCE

The assets of the Company are adequately insured against the loss of fire and other risks which are considered necessary by the management.

16. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirement as prescribed by Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulation, 2015.

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

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors, performance of non-Independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board has met Seven times during the financial year, the details of which are given in the Corporate Governance report.

18. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under review, without the attendance of the Non – Independent Directors and members of the Management. The Independent Directors reviewed the performance of the Non-Independent directors and the Board as a whole and the performance of the Chairman of the Company, taking into account the views of the Directors and assessed the quality, quantity and timeline of the flow of information between the Company Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

19. COMMITTEES OF THE BOARD

Currently, the Board has Seven Committees, the audit committee, the nomination and remuneration committee, the stakeholder's relationship committee, the corporate social responsibility committee and the risk management committee, Executive Committee and Securities Allotment Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report section of this Annual Report.

20. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on director's appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Director's Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company during the year. Related Party Transactions Policy is posted on the website of the Company and is available at https://www.foodsandinns.

arm's length basis for which requisite approvals from the Audit Committee and the Board of Directors were obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

ii. The percentage increase/ (decrease) in remuneration of each director, Chief Executive Officer, Company Secretary, if any, in the financial year:

Chief Executive Officer: 4.73%, Chief Financial Officer: 31.95%, Company Secretary: N.A.

com/pdf/policies/related-party-transaction-policy.pdf.

The details of all the transactions with the related parties are disclosed in the Notes forming part of financial statements annexed to the financial statements for the year 2023-24.

All the Related Party Transactions entered into by the Company are in ordinary course of business and on an

iii.

The percentage decrease in the median remuneration of employees in the financial year 2023-24: 13.65%

iv. There were 546 permanent employees on the payroll of the Company as on 31st March, 2024.

v. Average percentage increase already made in the salaries of employees other than the managerial

DIRECTORS' REPORT(Contd.)

personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average Increase in the remuneration of all employees was 12.18% in FY 2023-24.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company. Further the remuneration of the managerial personnel is based on the remuneration policy as recommended by the Nomination & Remuneration Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

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

During the year, no significant or material orders were passed by any regulators against the Company other than that disclosed separately in the notes of the financial statements.

25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The Annual Return pursuant to the provision of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, will be available on the website of the Company at www.foodsandinns.com

26.1 STATUTORY AUDITORS

The Company's Auditors M/s G. M. Kapadia & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Forty Fifth Annual General Meeting of the Company held on 13th September, 2017 till the conclusion of the Fiftieth Annual General Meeting held in the year 2022. They have confirmed their eligibility under section 141 of the Act, and the rules framed thereunder for reappointment as Auditors of the Company as required under SEBI regulations, the Auditors have also confirmed that they hold a valid certificate issued by the peer review Board of the Institute of Chartered Accountants of India.

Pursuant to the recommendation of the Audit Committee, the Board of Directors of the Company has re-appointed M/s G. M. Kapadia & Co. Chartered Accountants, (Firm Registration No 104767W) issued by the Institute of Chartered Accountants of India) as the Statutory Auditors of the Company for the Second term of 5 consecutive years and to hold office as such from 50th AGM until the conclusion of 55th Annual General Meeting of the Company.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors.

26.2. SECRETARIAL AUDITOR

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 M/s Ragini Chokshi & Co, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial compliance report is annexed as Annexure-4 to this report and does not contain any qualifications.

26.3 INTERNAL AUDITORS

The Company has appointed firms of chartered accountants as its internal auditors at the locations of the factories situated at Chittoor, Vankal, Bulsar, Nashik, Gonde and Corporate Office to evaluate the efficacy and adequacy of internal control systems, compliances with operating systems, accounting procedures and policies. The Internal Auditors submitted their reports from time to time.

During the Financial year 2023-24 the Company has appointed M/s Nayan Parikh and Co., Charatered accountants having Firm Registration number 107023W as internal auditor of the Company w.e.f. 31st January, 2024.

27. DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of woman employees at workplace. There was no case of sexual harassment reported during the year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the concerned shareholders, requesting them to encase their dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to 92,595/- for FY 2015- 16 was transferred to the IEPF on 22nd December, 2023.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies Act, 2013, read with IEPF authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the rules'), all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Government of India after the completion of seven years. Further, according to the said Rules, the shares on which dividend remain unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority. Accordingly, the Company has transferred the corresponding shares to the demat account of the IEPF Authority as per the requirements of the IEPF rules for the dividend remained unpaid or unclaimed upto the financial year 2015-16.

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

As on the date of this Report, there was no one time settlement done hence there was no requirement to obtain valuation report. Therefore the need of valuation does not arise.

THE DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

As on the date of this Report, Company has no proceedings pending cases under the Insolvency and Bankruptcy Code, 2016.

32. GREEN INITIATIVES

In the line with the ‘Green initiative', the Company has affected electronic delivery of the Annual Report 2023- 24 are sent to all members whose email addresses are registered with the Company/ Depository Participant(s). Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.

33. ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, cooperation and support.

BHUPENDRA DALAL

Place: Mumbai Chairman

Date: 12th August, 2024 (DIN: 00061492)