Vadilal Enterprises Ltd

To,

The Members,

VADILAL ENTERPRISES LIMITED

Ahmedabad.

Your Directors have the pleasure of presenting herewith the 39^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March 2024.

FINANCIAL HIGHLIGHTS:

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of 999.14 Crore during the year ended on 31^st March 2024 as against 930.09 Crore earned during the previous year ended on 31^st March 2023 giving a raise of 07.42 % as compared to the previous year. After adding thereto, the other income of 11.81 Crore earned by the Company, the Company has earned a total income of 1010.95 Crore during the year under review. The Company has incurred total expenses of 1000.90 Crore including Finance cost of 3.50 Crore and Depreciation and Amortization expenses of Rs 12.40 Crore, during the year under review.

The Company has incurred a profit before Tax of 10.05 Crore during the year under review as compared to a profit of 8.60 Crore incurred during the previous year ended on 31^st March 2023.

DIVIDEND:

The Directors have recommended a dividend of 1.50 per share (@15.00 %) on 8,62,668 Equity Shares of 10/- each of the Company for the Financial Year ended on 31^st March 2024. If approved, the Dividend will be paid with a deduction of tax at source to the shareholders as applicable.

TRANSFER TO RESERVES:

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

MANAGEMENT DISCUSSION & ANALYSIS:

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

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

Throughout the span of 2023-2024, we engaged in a plethora of activities across various premier digital platforms such as Facebook, Instagram, LinkedIn, Moj, and Josh. Our endeavors included the strategic promotion of our song and hook step through partnerships with prominent dance and music influencers, resulting in the exponential growth of our jingle's popularity, amassing a staggering 1 billion views during the summer of 2023.

Furthermore, we forged collaborations with esteemed comic influencers like Aatman Desai during the World Cup and Funcho for Friendship initiatives. Notably, our Valentine's Day campaign garnered significant attention as we teamed up with Sima Tapuria, a NetRs.ix sensation, to facilitate matchmaking for our audience on Instagram and got an overwhelming response.

On the sales promotions front, we constantly engage our trade patrons through various schemes and offers. Vadilal also invests in consumer promotional activities from time to time. Injecting resources into the market and implementing promotional initiatives are among the strategic endeavors undertaken by the business to enhance brand visibility and engagement. Reaching out to smaller areas and villages demonstrates a commitment to broadening our brand's reach and connecting with diverse audiences. It is our strategic and proactive way to strengthen the brand's visibility and engagement across different demographics.

We are marching towards 1500 crores INR sales turnover in the coming years with strategic business planning & product innovation with extensive distribution with complete marketing efforts. Yet, the overall vision of the company remains the same, that is to increase the consumption of ice cream at the national level supported by appropriate promotion and communication strategies.

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

FINANCE:

During the year under review, the company has been Sanctioned various credit facilities (Working Capital, Term Loan, GECL Loan) from CSB Bank Ltd. total amounting to 49.94 Crore, and the company has repaid the term loan of Tata Capital Financial Services Ltd The company has made regular repayments of Loans & Interest thereon and there is no any overdue payment to any Banks and FIS. Based on the financial performance of the previous year i.e. 2022-23, M/s. India Ratings & Research Pvt. Ltd. has rated the Long-term borrowing & Fund Based Working Capital Facility as BBB+/ Stable/IND A2 and Non-fund based facility is rated as A2 vide its letter dated 05.01.2024.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2023-2024, the Company deposited an unclaimed/ unpaid dividend amount for the FY 2016-17 of

39239.80 /- to the Investor Education and Protection Fund - IEPF.

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS:

As of 31^st March 2024, the Company does not have any subsidiary, joint venture, or associate Company and hence, the Company is not required to attach the Consolidated Financial Statements along with its Financial Statement, in terms of provisions of Section 129(3) read with Schedule – III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards.

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

SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE:

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

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

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) They 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 the financial year and of the profit and loss of the company for that period;

(c) They 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;

(d) They have prepared the annual accounts on a going concern basis;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

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

ANNUAL RETURN:

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31^st March, 2024, the Board of the Company comprises the following Directors:

As on 31^st March, 2024, the Key Managerial personal of the Company are as follows:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder Mr. Devanshubhai Laxmanbhai Gandhi (DIN: 00010146) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers herself for re-appointment. The Members are requested to consider her re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting. The brief resume/details relating to Mr. Devanshubhai Laxmanbhai Gandhi is furnished in the Notice of the Annual General Meeting. During the Financial Year 23-24 below are changes in the board and Key Managerial personnel:

I. The appointment of Mr. Rajesh R. Gandhi as a Managing Director of the Company designated as a "Chairman & Managing Director" for a period of five years effective from 09^th August 2023

II. The appointment of Mr. Devanshu L. Gandhi as a Managing Director of the Company for a period of five years effective on 09^th August 2023

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

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

NUMBER OF BOARD MEETINGS:

Total 4 meetings of the Board of Directors were held during the year details of dates and their attendance is as follows: Board meeting were held on 29.05.2023, 09.08.2023, 09.11.2023, 07.02.2024

COMMITTEES OF DIRECTORS:

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

A. AUDIT COMMITTEE:

The Audit Committee comprises the following Directors of the Company namely:

Audit Committee meetings were held on 29.05.2023, 09.08.2023, 09.11.2023, 07.02.2024. The constitution of the Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013 and Rules made thereunder. The members of the audit committee are financially literate and have accounting or related financial management expertise. Mr. Ashish Thaker, Company Secretary of the Company, was the Secretary to the Audit Committee.

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company comprises the following Directors of the Company :

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

Nomination and Remuneration Committee meetings were held on 09.08.2023.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee of the Company comprises the following Directors of the Company :

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

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

The stakeholders' relationship Committee meeting was held on 07.02.2024

SENIOR MANAGEMENT

Particular of Senior management including the changes therein since the close of the previous financial year as below:

There were no changes in the senior management during the previous financial year

BOARD PERFORMANCE 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 requirements as prescribed under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc. In a separate meeting of independent Directors, the performance of non-independent directors, the performance of the board as a whole, and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of The board, its committees, and individual directors were also discussed.

OTHER POLICIES AS PER THE REQUIREMENT OF COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENT), 2015

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

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

AUDITORS:

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

AUDITORS' REPORT OF THE COMPANY:

The Independent Auditors' Report dated 25^th May 2024 for the Financial Results of the Company for the year ended on 31^st March 2024 contains qualified Opinions together with the basis for the same made by the Auditors: The Management does not expect any material impact on the financial statements of the Company considering the fact that the amount has already been expensed in the relevant financial years. Voluntary inquiries by external agencies initiated by the management are in process to substantiate its conclusion.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct a Secretarial Audit for the financial year 2023-2024. The Secretarial Audit Report for the financial year ended March 31, 2024, is annexed herewith marked as Annexure – B to this Report.

The Secretarial Auditors' Report of the Company for the year ended 31^st March 2024 contains certain Comments/ observations. The explanation of observations therein is as below: -

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

Promoters are in the process of dematerialization of shares of the Company.

COST AUDIT:

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

PARTICULARS OF EMPLOYEES:

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

MATERIAL INFORMATION:

In the matter of Company Petition Nos. 41, 42 and 43 of 2017 filed by the Petitioners alleging oppression and mismanagement and seeking remedies under Sections 241 and 242 of the Companies Act, 2013 before the National Company Law Tribunal, Ahmedabad ("NCLT"), the Hon'ble NCLT, Ahmedabad, has pronounced its order (dated 10th July 2024) The Honorable NCLT Ahmedabad passed an order on July 10, 2024 and partly allowed petition No. 43 of 2017 filed by Petitioners against the Company as one of the Respondents.

Further, under regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the company has submitted the same to the Stock Exchange & has also uploaded on the company's website www.vadilalgroup.com.

An appeal has been preferred before the Hon'ble National Company Law Appellate Tribunal ("NCLAT"), New Delhi against petition No. 43 of 2017, and the same is listed for admission.

INSURANCE:

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

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to provisions of Clause 5A of Para A of Part A of Schedule Ill of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015 ("Listing Regulations"), read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the Company has submitted to the Stock Exchange & uploaded on the company website (www.vadilalgroup.com), regarding the Memorandum of understanding entered on January 1999 and the agreement entered into between certain Promoter group entities of Vadilal Enterprises Limited ("the Company") on September 28, 2009.

O During the year under review, there was no change in the nature of business of the Company and there is no material change and/ or commitments, affecting the financial position of the Company, during the period from 31^st March 2024 till the date of this report. O During the year under review, there was no significant and/or material order passed by any regulators or courts, or tribunals impacting the going concern status and the company's operations in the future.

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

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

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

TRADE RELATIONS:

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

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the cooperation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions. The Directors also place on record their appreciation of the dedicated and sincere services of the employees of the Company at all levels. The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole-hearted cooperation and support at all times.