Allied Blenders & Distillers Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their 16th Annual Report on the business performance and operations of the Company and Audited Financial Statements of the Company for the financial year ended March 31,2024 ('the Year' or 'FY 2024')

1. FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended March 31,2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as "Ind AS") prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. The Company's performance during the financial year under review as compared to the previous financial year is summarized below:

(Amount in ' Lakhs)

2. DIVIDEND:

In accordance with the provision of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) Regulations, 2015'] and any amendments thereto, your Company has formulated a Dividend Distribution Policy, which sets out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its shareholders.

The Policy is available on the Company's website and can be accessed at https://www.abdindia.com/.

The Board of Directors of your Company, after considering the relevant circumstances and in terms of the Dividend Distribution Policy with a view to conserve the resources for future operations, has decided that it would be prudent, not to recommend any dividend on equity shares for the financial year under review.

3. TRANSFER TO RESERVES:

During the year under review, no amount was transferred to General Reserve of the Company.

4. STATE OF COMPANY'S AFFAIRS AND REVIEW OF OPERATIONS:

Your Company has achieved sales of 31.7 million cases in FY 2023-24.

Officer's Choice Whisky, your Company's flagship brand, achieved sales figures of 18.71 million cases, and continues to be the market leader in the mass-premium whisky segment with a share of 35.3%. Officer's Choice Blue, the deluxe whisky offering, clocked sales of 4.26 million cases. Officer's Choice continued its global ranking of being the 3rd largest whisky brand by volume and the 6th largest spirits brand as per the listing by Drinks International.

ICONiQ White Whisky was launched in the deluxe whisky segment in September 2022 and clocked sales of 2.27 million cases in FY2023, becoming the fastest growing spirits brand globally as per listing by Drinks International. ICONiQ White Whisky won the Gold Quality Award at Monde Selection, Brussels and Gold for Packaging Design at Spiritz Achievers Awards.

Sterling Reserve Premium Whiskies clocked sales of 4.8 million cases. Today, Sterling Reserve B7 is the third-largest brand in the segment nationally and ranked at No.14 whisky brands globally. Sterling Reserve BX Hippy built a base with younger consumers with its trendy new format of packaging.

Kyron Premium Brandy clocked sales of 146,895 cases and grew 5% over the previous year. Kyron won the Notable Product rating at Superior Taste Award at the International Taste Institute, Brussels.

Zoya Special Batch Gin was launched in the last quarter of FY24 in the state of Haryana and started building consumer franchise. Zoya, made with delicate juniper and the finest botanicals, has a beautiful, fresh and unique finish. The brand currently is the most premium offering in your Company's portfolio. It won Product of the Year at INDSpirit Awards.

Srishti Premium Whisky, an innovative product marrying the goodness of curcumin with a classic Scotch and Indian grain spirit blend has similarly met with success in key states of initial launch with growth of 130% over the previous year.

The Company consolidated its brand communication, visibility, and consumer promotion initiatives in all priority markets relevant to the brands.

Your Company has completed its Initial Public Offering (IPO) of 53,390,079 equity shares of face value of ' 2/- each, at an issue price of ' 281 per share comprising fresh issue of 35,596,486 equity shares and offer for sale of 17,793.593 equity shares by selling shareholders, resulting in equity shares of the Company being listed on the National Stock Exchange of India Limited (NSE) and BSE limited (BSE) on July 2, 2024.

5. FINANCIAL HIGHLIGHTS AND CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and marketing of Indian-Made Foreign Liquor ('IMFL') products. There has been no change in the business of the Company during the financial year ended March 31,2024.

During the year under review, your Company has recorded revenue of ' 7,66,857.03 Lakhs as compared to ' 7,10,568.02 Lakhs during the previous year. The total expenses during the year were ' 7,65,320.47 Lakhs as compared to ' 7,10,849.55 Lakhs during the previous year on standalone basis.

Consequently, your Company's profit before tax for the year under review was ' 2,265.98 Lakhs as compared to the previous year's profit before tax of ' 927.27 lakhs. After providing for income tax, profit after tax for the year under review was ' 671.57 Lakhs as compared to ' 493.64 Lakhs during the previous year on standalone basis.

6. SHARE CAPITAL:

During the year under review, there has been no change in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.

As of March 31,2024, the Authorized Share Capital of the Company was ' 72,43,00,000/-divided into 36,21,50,000/- equity shares of ' 2/- each. Further, the Issued, Subscribed, and Paid-up Share Capital of the Company as of March 31, 2024, is ' 48,82,27,330/- divided into 24,41,13,665/- equity shares of ' 2/- each.

Pursuant to the Initial Public Offering ('IPO') of the Company, the Issued, Subscribed, and Paid-up Share Capital of the Company as of July 2, 2024, is ' 55,94,20,302/- divided into 27,97,10,151/- equity shares of ' 2/- each.

7. UNPAID DIVIDEND AND IEPF:

During the year under review, neither the Company was liable to, nor the Company has transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company for F.Y. 2023-2024.

8. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

There were no such instances during the reporting period, under review.

9. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE:

During the year under review, the Company has 8 Subsidiary Companies. The Company has no Joint Venture Agreement for the year under review.

Your Company has formulated a Policy for determining 'Material' Subsidiaries pursuant to the provisions of Regulation 16 of SEBI LODR Regulations, 2015.

The said Policy is available on the Company's website https://www.abdindia.com/ of the Company.

A report on the performance and financial position of the subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, etc., pursuant to Section 129 of the Companies Act, 2013 in the Form AOC-1 as an 'Annexure A' which forms part of the Board's Report.

The Financial Statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of your Company during business hours on all days except Saturdays, Sundays, and public holidays up to the date of the Annual General Meeting ('AGM') as required under Section 136 of the Companies Act, 2013.

10. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing details relating to deposits covered under Chapter V of the Act or the details of deposits that are not in compliance with Chapter V of the Act is not applicable.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. An omnibus approval from the Audit Committee is obtained for the related party transactions which are unforeseen in nature, if any.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm's length basis. During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, KMP's, or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions as required under IND AS are reported in the notes to the financial statement of the Company.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has also adopted a related party transaction policy. The policy was approved by the Board and the same was uploaded on the Company's website (https://www.abdindia.com/).

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as Annexure B and forms part of this Report.

13. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of Companies Act, 2013, the Annual Return as on March 31,2024, is available on Company's website at https://www.abdindia.com/

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of Loans granted, Guarantees provided, Investments made, or security provided covered under section 186 of the Companies Act, 2013 have been disclosed in Note No. (9) of Notes to the Financial Statement.

15. DISCLOSURE UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013:

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this report, no material changes and commitments that could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has its internal financial control systems commensurate with the size and complexity of its operations, to ensure proper recording of financials and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The management regularly monitors the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records including timely preparation of reliable financial information.

The internal auditor consults and reviews the effectiveness and efficiency of the internal financial control systems and procedure to ensure that all the assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Company.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Directors and Key managerial personnel as on March 31,2024, are as below:

i. Appointment and change in designation of Directors during the year:

Mr. Mehli Maneck Golvala (DIN: 02234105) was appointed as an Additional Director by the Board of Directors with effect from October 21, 2023 for a period of five years and the said appointment of Mr. Mehli Maneck Golvala as an Independent Director was approved by the members on October 30, 2023.

Mr. Alok Gupta (DIN: 02330045) was appointed as an Additional Director for a period of 3 years by the Board of Directors with effect from September 1,2023 and the said appointment of Mr. Alok Gupta as a Managing Director was approved by the members on September 18, 2023.

Mr. Kishore Rajaram Chhabria (DIN: 00243244), was designated as a Chairman and Non-Executive Director by the Board of Directors with effect from July 1,2023. Prior to the change, Mr. Kishore Rajaram Chhabria was acting as Chairman and Executive Director.

ii. Details of resignation of Directors and KMP during the year:

There were no resignation of Directors or KMPs during the Financial Year ended March 31,2024.

iii. Retirement by Rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

As per the provisions of Section 152(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mrs. Bina K Chhabria (DIN: 00243376) and Mr. Maneck N Mulla (DIN: 02451544) retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Your directors recommend their approval.

iv. Declaration by Independent Directors:

The Company has duly complied with the definition of 'Independence' according to the provisions of Section 149(6) of, read along with Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation 16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended).

All the Independent Director/s have submitted a declaration that he/she meets the criteria of independence and submits the declaration regarding the status of holding other directorship and membership as provided under law.

The Independent Directors have also confirmed that they have complied with the Company's code of conduct for Board and Senior Management as per Regulation 26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

The Independent Directors have affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

v. Evaluation by Independent Directors:

In a separate meeting of independent directors held on March 27, 2024, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

vi. Disqualification of Directors:

During the financial year under review, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board has taken the same on record.

vii. Remuneration / Commission drawn from holding / subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Company's holding Company/ subsidiary companies.

18. FINANCE:

During the year under review the Company availed various credit facilities from the existing Bankers as per the business requirements. Your Company has been regular in paying interest and in repayment of the principal amount of the term lenders.

19. CREDIT RATING:

The rating given by India Ratings for short-term borrowings and long-term borrowings of the Company is IND BBB+ Rating with developing implication for the financial year ended March 31,2024.

20. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

The Company has well established, comprehensive and adequate internal controls commensurate with the size of the operations, which are designed to assist in identification and management of business risks and ensure high standards of corporate governance. The internal financial controls have been documented, digitized and embedded in the business processes. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Assurance on the effectiveness of internal financial controls is obtained through monthly management reviews, self-assessment and continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The internal auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of internal auditor to the Audit Committee of the Board.

To further strengthen the compliance processes the Company has an internal compliance tool for assisting statutory compliances. This process is automated and generate alerts for proper and timely compliance. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

As per the requirements of SEBI (LODR) Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of risk management plan. The details of the constitution, authority and terms of reference of the Risk Management Committee is captured in the corporate governance report. The Company's risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place a Risk Management Policy which is available on the website of the Company https:// www.abdindia.com.

21. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee and also framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.

The following is the summary of Sexual Harassment complaints received and disposed off during the year 2023-2024.

• No. of Complaints Received: 0

• No. of Complaints Disposed off: 1 (received in FY 2022-23)

The Company has submitted its Annual Report on the cases of Sexual Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of the aforesaid Act and Rules framed thereunder.

22. VIGIL MECHANISM

In compliance with Section 177(9) and (10) of the Act and Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has established a strong vigil mechanism and adopted a Whistle Blower Policy. This policy enables employees to report concerns related to fraud, malpractice, or any activity contrary to the Company's interests or societal welfare. The policy ensures protection for employees who report unacceptable or unethical practices, fraud, or legal violations, shielding them from retaliation. This Policy is also applicable to the Directors of the Company. All cases reported as part of whistle-blower mechanism are taken to their logical conclusion within a reasonable timeframe. Details of the complaints received and the actions taken, if any, have been reviewed by the Audit Committee. The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. The Vigil Mechanism Policy has been uploaded on the website of the Company at https:// www.abdindia.com.

23. PERSONNEL / HUMAN RESOURCES DEVELOPMENT

The employees being the most valuable asset for the Company and the Company's thrust area is to attract, develop and retain talent. The Company continues to maintain an open culture, congenial work atmosphere and healthy industrial relations, and is committed to providing the employee with a pragmatic workplace. During the year under review the Company has launched the following new initiatives on the Human Resource front:

i) Employee referral program:

The Company recognizes that the success of our operations and the achievement of our business objective are dependent on our employees. Thus, it is imperative for us to improve the speed, quality and cultural fit of our hires, thereby increasing new employee retention. In this regard, the Company has introduced the employee referral program to attract talent through our own employees and reward them for their contribution.

ii) Total rewards Mindset:

To build a strong base for this mindset it is essential to understand the external market. A basket of 20+ similar sector companies were handpicked based on revenue, size, focus of work and other parameters and benchmarked for compensation and other best practices. This activity helped the Company to have a robust compensation philosophy which hinges on the pillars of 'Pay for performance' and being 'Open, fair and consistent'.

iii) Succession planning:

The Company is working on implementing a succession planning process in the coming year. Critical talent was identified via the potential assessment tool using the 5 box Talent Grid. The identified pool will be part of critical development and retention programs to be initiated in the current financial year.

iv) Skill gap matrix:

A skill gap framework was developed with a view to identify and plug skill gaps across the manufacturing facilities. This included the preparation of a skill dictionary, assessment of employees and individual training plans for them. This will also provide the Company with a basis for developing multiskilling plans, job rotation and career pathing.

24. STATUTORY AUDITORS AND AUDITORS REPORT:

At the Company's 15^th Annual General Meeting (AGM) held on July 31, 2023, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N500013), Mumbai, were appointed as the Company's Statutory Auditors from the conclusion of the 15th AGM till the conclusion of the 20th AGM. The Statutory Auditors have confirmed that they satisfy the independence criteria as required under the Act.

The Statutory Auditors fulfills the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a pre-requisite for issuing Limited Review reports or Audit Reports.

a. Observations of Statutory auditors on accounts for the year ended March 31,2024

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended March 31, 2024 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. Reporting of frauds by statutory auditors under Section 143(12):

There were no incidents of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

25. SECRETARIAL AUDIT AND SECRETARIAL STANDARDS

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company Secretary.

The Board has appointed M/s. B K Pradhan & Associates, Practicing Company Secretary, to conduct secretarial audit for the financial year 2023-24.

The secretarial audit report for the financial year ended March 31,2024 is annexed herewith marked as Annexure C to this report. The secretarial audit report does not contain any qualification(s), reservation(s), adverse remark(s) or disclaimer(s).

26. COST AUDITORS

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

27. INTERNAL AUDITOR

Your Company has appointed Mr. P Kulothungan as an Internal Auditor of the Company in the Board meeting held on May 25, 2023 pursuant to provisions of Section 138 of the Act.

28. CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a CSR policy which provides guidelines for conducting CSR activities of the Company. The CSR policy is available on the website of the Company https://www.abdindia.com. During the year under review, the Company was required to incur CSR expenditure amounting to ' 37.56 lakhs. As a part of its CSR activities, the Company has spent a sum of ' 51.83 lakhs as eligible CSR spent. After allowing the set off of the short spend of ' 3.58 lakhs, the available amount of ' 133.99 lakhs has been carried forward for utilizing in subsequent years.

The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 ('Act'), is annexed to this report as "Annexure D" to this Report.

The Corporate Social Responsibility Committee of Directors was constituted pursuant to Section 135 of the Companies Act, 2013. The composition of the Corporate Social Responsibility Committee is in conformity with the provisions of the said section and Regulation. The Corporate Social Responsibility Committee comprises of:

The Corporate Social Responsibility Committee met once during the financial year ended on March 31,2024, at their meeting held on June 14, 2023.

The attendance of the members at the Corporate Social Responsibility Committee meetings held during the year is as follows:

29. BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of the SEBI (LODR) Regulations, 2015, as amended, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on March 31st of every financial year), shall include a business responsibility report (BR Report). Since your Company does not satisfies the criteria, business responsibility report (BR Report) is not required to be presented.

30. CORPORATE GOVERNANCE:

Your Company is committed to maintaining the highest standards of corporate governance. We believe sound corporate governance is critical to enhance and retain investor trust. Our disclosures seek to attain the best practices in corporate governance. The Board considers itself a trustee of its shareholders and acknowledges its responsibilities towards them for the creation and safeguarding of their wealth. In order to conduct business with these principles the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

As per provisions of Regulation 15 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the financial year 2023-2024 is presented as Annexure E to this Report.

31. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is furnished as Annexure F to this report.

32. OTHER DISCLOSURES

a. Board Meetings:

The details regarding Board and its committees meetings are provided in Annexure E to this report.

b. Committees of the Board:

The details of the various committees constituted by the Board are provided in Annexure E to this report.

c. Consolidated Financial Statements:

Your Company's Board of Directors is responsible for the preparation of the consolidated financial statements of your Company and its subsidiaries ('the Group'), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Companies Act, 2013. The respective Board of Directors of the companies including subsidiaries are responsible for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of your Company, as aforestated. The consolidated financial statements including subsidiaries are provided separately and forms part of the Annual Report.

d. Details of significant and material orders passed by the regulator or court or tribunal:

There were no significant and material orders issued against the Company by a regulating authority or court or tribunal that could affect the going concern status and company's operation in future.

e. Disclosure under Section 43(A)(II) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

f. Disclosure under Section 54(1)(D) of the Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

g. Disclosure under Section 62(1)(B) of the Companies Act, 2013:

Since, the Company does not have an Employee Stock Option Scheme, it is not required to provide information as stipulated under Section 62(1)(b) of the Act and Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.

h. Disclosure under Section 67(3) of the Companies Act, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

i. Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy Code, 2016:

No application was filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company itself under the IBC before the NCLT.

j. Disclosure of reason for difference between valuation done at the time of taking loan from bank and at the time of one time settlement:

There was no instance of a one-time settlement with any Bank or Financial Institution.

k. Compliances of Secretarial Standards:

The Company is in compliance with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

l. Particulars of Employees:

The particulars of remuneration to directors and employees and other related information required to be disclosed under Section 197 (12) and sub rule 1 of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Companies Act, 2013 and the Rules made thereunder are given in 'Annexure G' to this Report, detailed information is available on the website of the company at https://www.abdindia.com/

The requisite details relating to the remuneration of the specified employees under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this report. Further, this report and accounts are being sent to members excluding the aforesaid annexure. In terms of section 136 of the Companies Act, 2013, the said annexure will be open for inspection by any member. Interested members may write to the complianceofficer@ abdindia.com.

m. Statement of Deviation(S) or Variation(S):

During the year under review, there was no instance to report containing statement of deviation(s) or variation(s) as per Regulation 32 of SEBI (LODR) Regulations, 2015.

n. SEBI Complaints Redressal System (SCORES):

The investor complaints are processed in a centralized web-based complaints redressal system. The salient features of this system are a centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies, and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during the financial year 2023-2024.

o. Criteria for making payments to Non-Executive Directors:

Pursuant to Regulation 46(2)(f) the Board has framed the policy containing the criteria for making the payments to nonexecutive directors

The policy is available on the website and can be accessed through the link https://www.abdindia.com/

p. Disclosure pursuant to Section 197(14) of the Companies Act, 2013, and rules made thereunder:

The Managing Director and Whole Time Directors of the Company are not in receipt of any remuneration and / or commission from any subsidiary company, as the case may be.

q. Code of Conduct:

The Board has laid down a specific code of Conduct for all Board Members and Senior Management of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code on an annual basis.

r. Insider Trading:

The Board has laid down the policy to regulate and monitor Insider Trading in the equity shares of the Company. In order to prevent Insider Trading, the transactions are regularly analysed and monitored.

s. Means of Communication:

The Board believes that effective communication of information is an essential component of Corporate Governance. The Company regularly interacts with its shareholders through multiple channels of communication such as the Company's Website and stipulated communications to the Stock Exchange where the Company's shares are listed for the announcement of Financial Results, Annual Report, Notices, Outcome of Meetings, and Company's Policies etc.

t. Website:

The Company has a website addressed as https://www.abdindia.com/. Website contains the basic information about the Company - details of its Business, Financial Information, Shareholding Pattern, Contact Information of the Designated Official of the Company who is responsible for assisting and handling investors grievances and such other details as may be required under sub regulation (2) of Regulation 46 of the SEBI (LODR) Regulations, 2015, 2015. The Company ensures that the contents of this website are periodically updated.

u. Indian Accounting Standards:

The Ministry of Corporate Affairs vide its notification dated February 16, 2015 notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your Company has prepared the financial statements to comply in all material respects in accordance with the applicability of Indian Accounting Standards.

v. Listing on Stock Exchanges:

The equity shares of the Company were listed on July 02, 2024 on the National Stock Exchange of India Ltd (NSE) Main Board and Bombay Stock Exchange (BSE Limited) Main Board pursuant to the Initial Public Offering ('IPO') of the Company.

w. Depository System:

Your Company's equity shares are in Demat form only and we have established connectivity with National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") through Link Intime India Pvt Ltd., Registrar and Transfer Agents ("RTA"). The Company has appointed National Securities Depository Limited (NSDL) as designated depository to the Company.

33. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective during FY2024. To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act:

(i) In the preparation of the Annual Accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) The Board has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and the profit of the Company for the year ended on that date;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis;

(v) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

34. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors' wish to place on record their sincere appreciation for the continued cooperation and support of the customers, suppliers, bankers and Government authorities. Your Directors' also wish to place on record their deep appreciation for the dedicated services rendered by the Company's executives, staff and workers.