9th July, 2024

National Stock Exchange of India Limited, BSE Limited,

Exchange Plaza, Department of Corporate Services,
Bandra Kurla Complex, Phiroze Jeejeebhoy Towers ,
Bandra (East), Dalal Street,
Mumbai - 400 051. Mumbai - 400 001.

Symbol: ADFFOODS Scrip Code: 519183

Dear Sir/Madam,

Subject: Annual Report for the Financial Year 2023-24 and Notice convening the
34th Annual General Meeting of ADF Foods Limited.

Pursuant to the provisions of Regulation 30 & 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, please find enclosed herewith the Annual Report
of ADF Foods Limited (“the Company”) for the Financial Year 2023-24 along with the Notice
convening the 34th Annual General Meeting scheduled to be held on Thursday, 1st August, 2024
at 04:00 p.m. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means
(“OAVM”).

The Notice and Annual Report is also available on the website of the Company at
www.adf-foods.com.

Request you to kindly take the same on your record.

Thanking You,

Yours faithfully,
For ADF Foods Limited
SHALAKA Digitally signed by
SHALAKA SWAPNIL
SWAPNIL OVALEKAR
Date: 2024.07.09
OVALEKAR 16:17:48 +05'30'

Shalaka Ovalekar
Company Secretary

Encl: As Above

Regd Off: 83/86, G.I.D.C Industrial Estate, Nadiad - 387 001, India. Tel.: +91 268 2551381/82 Fax: +91 268 2565068
Email: [email protected] CIN: L15400GJ1990PLC014265
Corp. Off: Marathon Innova, B2, G01, Ground Floor, G. K. Road, Lower Parel, Mumbai 400 013. INDIA.
Tel.: +91 22 6141 5555, Fax: +91 22 6141 5577, Email: [email protected], Web: www.adf-foods.com
ADF Foods Limited
Annual Report 2023-24

Global reach.
Indian roots.
CONTENTS
Page
no.
02 Corporate Snapshot
06 How we have performed over the years
08 Chairman’s Message
12 Annual Operating Review, FY 2023-24
15 Our contribution
16 The ADF Brands Report, FY 2023-24
23 Integrated Value Report, FY 2023-24 Disclaimer
Statements in this report that describe the
26 ESG at ADF Company’s objectives, projections, estimates,
expectations or predictions of the future may
27 Corporate Social Responsibility be ‘forward looking statements’ within the
meaning of the applicable securities laws and
28 Company Information regulations. The Company cautions that such
statements involve risks/ uncertainty and that
29 AGM Notice actual results could differ materially from those
expressed or implied. Important factors that
57 Directors’ Report could cause differences include input costs and/
89 Management Discussion and Analysis Report or its availability, cyclical demand and pricing
in the Company’s principal markets, changes in
95 Report on Corporate Governance government regulations, economic developments
within the countries in which the Company
129 Business Responsibility & Sustainability Report conducts business and other factors relating to the
Company’s operations, such as litigation, labour
158 Financial Statements negotiations and fiscal regimes.
Introducing Indian
ethnic food to
global markets
At ADF Foods, we shoulder important
responsibilities.

As trustees of a rich multi-century heritage

of India’s cuisine.

As archivists of that rich tradition handed

for safekeeping to succeeding generations.

As a research-driven revivalist bringing

forgotten traditions to modern palates.

As an experiment-driven intermediary
blending the richness of India’s culinary
tradition with modern processes and
practices.

As a cultural ambassador taking Indian

ethnic food to global dining tables.
 ADF Foods Limited
Annual Report 2023-24

C O R P O R AT E SNA P SH OT

India’s biggest soft power,

drawn from its ancient
traditions, is its extensive
processed food export to the
world.
At the heart of this soft power
lies the power of its cuisine.
This cuisine represents
the influence of its varied
climate, ingredients,
traditions and skills. MISSION
To feed the world.
To be your partners in the
ADF Foods is an organized and listed proxy of kitchen globally, creating
products that marry taste
a sector committed to evangelize India’s ethnic and convenience.
cuisine across the world.
The Company’s products are marketed in over
55 countries.
The result is that the Company’s brands have VISION
emerged among the most enduring and fastest To make our products the
first choice for households
growing, enhancing stakeholder value. everywhere

BRANDS
ADF markets its products under five
focus brands: Ashoka, Camel, Truly
Indian, Aeroplane and ADF Soul as well
as other brands like Nate’s, PJ’s Organics,
and Khansaama. These brands cater to
diverse demographics and have garnered
loyal consumer bases within their specific
categories over the past seven decades.

02
 Corporate Overview
Statutory Reports
Financial Statements

VA L U E S BAC KG ROU N D The Company is engaged in commissioning

ADF's history traces back to 1932 when a greenfield unit in Surat to increase the
its founders began selling specialty dried processing capacity of frozen foods by
fruits at a retail outlet called the American investing Rs. 75 crore in Phase 1.
Dry Fruits Store in Mumbai. Over the Office space: Corporate office space in
Responsible decades, the Company built sophisticated Mumbai with a built-up area of 10,000
sourcing manufacturing units and a distribution square feet.
We source the best network that is now one of the biggest food
ingredients and processing companies globally. Distribution centres
ensure the people
Warehouse in New Jersey: Total built
who supply them get O P E R AT I N G FA C I L I T I E S up area of 66,000 sq. ft. establishment
a fair price.
ADF has an annual food processing including a 7,000 sq ft cold storage
capacity of ~ 28,000 MT spread across facility for the improved handling of the
its plants in Nadiad (Gujarat) and Nasik Company’s branded products, including
(Maharashtra). frozen range and agency products.
Warehouse in Atlanta, USA: Total built
Manufacturing facilities
up area of 34,000 sq. ft. Implementation for
Technology for Plant 1 Nadiad, Gujarat: Total built up ensuring an uninterrupted product supply
good factory area of 26,000 sq. m. manufactures with a direct reach to the retailers.
We utilize frozen foods (samosas, vegetables, snacks,
technology smartly parathas etc.), meal accompaniments
PRODUCT MIX
to create products (pickles, chutneys, pastes and sauces),
that are good for you ready-to-eat curries and canned vegetables ADF offers a diverse range of more than
and the planet. 400 SKUs. The Company’s product range
Plant 2 Nasik, Maharashtra: Total built encompasses frozen snacks, Indian breads
up factory area of 12,200 sq. m. Totally and vegetables as well as ready-to-eat
automated spices processing unit from foods, meal accompaniments like pickles
Buhler (Germany), ready-to-eat curries and chutneys, sauces, condiment pastes,
and spices, and meal accompaniments cooking sauces and spices.
(pickles, chutneys, pastes and sauces)
Business with a
heart
Taste and
convenience are at
the heart of what
we do – but so is
integrity.

03
 ADF Foods Limited
Annual Report 2023-24

C O R P O R AT E SNA P SH OT

Our
TEAM AWA R D S A N D
As of March 31, 2024, ADF comprized 354 RECOGNITIONS

global
permanent employees skilled in various Great Taste Award: In FY 2017-18, the
areas including business management, Company’s ADF Soul Brand won the
strategy development, production, quality prestigious ‘Great Taste Award’ in the
control, research and development, finance,
marketing, sales and distribution, legal,
and human resource management, among
Ready to Eat category for Punjabi Choley
in the UK. presence
others. SOFI Awards 2017: The Company’s ‘Truly
Indian’ organic product category won two
silver awards in the SOFI awards of 2017,
LISTING
held by Specialty Foods Association, USA.
The Company is listed on National Stock
Exchange of India Ltd. (NSE) and Bombay Best FMCG Company (SME Sector):
Stock Exchange (BSE) and enjoyed a Awarded ‘Best FMCG Company’ in
market capitalization of Rs. 2031.92 crore Agribusiness Sector (SME Sector)’ at the
as on March 31, 2024 on NSE. DHL- CNBC International Awards for
2008-09.
C E R T I F I C AT I O N S A N D Best Overall Exporter of the Year: The
A C C R E D I TAT I O N S Company was awarded ‘Best Overall
ƒ ISO 2200: 2018 certification by BVQI for Exporter of the Year’ (SME Sector) at the
management system standards. DHL- CNBC International Awards for
2008-09.
ƒ SGS accreditation demonstrates that
products, processes and services meet the Exceptional performance in exports: The
highest levels our manufacturing facilities Company received the prestigious APEDA
undergo. award for five consecutive years from 1997-
98 for exports.
ƒ SMETA AUDIT for the 4 Pillars -Labour
Standard, Health & Safety, Environment,
Business Ethics of safety, quality.
ƒ HALAL certification assures product
do not contain Ingredient forbidden for
Islamic followers.
ƒ KOSHER certification.

04
 Corporate Overview
Statutory Reports
Financial Statements

The Company generated

ADF enjoys a global footprint. more than
The Company’s products are available on retail shelves across
North America, Europe, Australia, Middle East and the Asia-
Pacific.
95%
of its revenues in
FY 2023-24 from exports.

55+ 2
Global distribution
8
International
Countries warehouses brands
(in USA)

05
 ADF Foods Limited
Annual Report 2023-24

How we have performed

over the years
(Consolidated financials)
285
370
421
450
520

116
62
74
76
92

43
50
49
56
74

FY FY FY FY FY FY FY FY FY FY FY FY FY FY FY
20 21 22 23 24 20 21 22 23 24 20 21 22 23 24

Revenue from operations EBITDA Net profit

(Rs. Crore) (Rs. Crore) (Rs. Crore)

Four-year Four-year Four-year

CAGR of CAGR of CAGR of

16.22% 16.95% 14.54%

06
 Corporate Overview
Statutory Reports
Financial Statements

204.42
273.52
345.59
421.62
442.02
21.69
19.65
17.65
19.90
21.83

27.55
24.15
18.13
18.12
22.15

FY FY FY FY FY FY FY FY FY FY FY FY FY FY FY
20 21 22 23 24 20 21 22 23 24 20 21 22 23 24

EBIDTA margin ROCE Net worth

(%) (%) (Rs. Crore)

Four-year
CAGR of

21.26%

07
 ADF Foods Limited
Annual Report 2023-24

C HA I R M A N ’ S M E S S AG E

08
 Corporate Overview
Statutory Reports
Financial Statements

The performance Company's

of the Company flagship brand

Ashoka delivered

in FY 2023-24 revenues
exceeding

represents an Rs. 250

inflection point crore

PERFORMANCE Tax rose by 32.7% from Rs. 60.0 crore in KEY GROWTH DRIVERS
OV E RV I E W FY 2022-23 to Rs. 79.6 crore in FY 2023- During FY 2023-24, your Company's
24. EBITDA margin strengthened from growth was propelled by a series of
I am pleased to present the exceptional
21.7% to 24.6%. strategic drivers that laid the foundation
performance of your Company during
the year under review. The dedication and On a consolidated basis, your Company for continued success.
hard work of our team culminated in a year reported a revenue of Rs. 520.3 crore, First, our unwavering commitment to our
of record success, marked by significant indicating a 15.6% growth over FY 2022- core specialty of ethnic Indian foods paid
achievements in revenue and profitability. 23 – a substantial improvement over rich dividends. This distinctive positioning
the previous year’s growth rate of 7.0%. resonated favourably in the market,
During this year, we surpassed significant
Similarly, Net Profit After Tax strengthened following a sustained growth of the South
financial milestones. Our consolidated
by 32.1% from Rs. 55.9 crore in FY 2022-23 Asian diaspora across the globe.
revenue crossed the threshold of Rs. 500
to Rs. 73.8 crore in FY 2023-24. EBITDA
crore for the first time in FY 2023-24. This
margin improved from 17.9% to 20.2%. Second, the Company’s sustained brand
achievement was a direct result of our
investments fortified its market presence
strategic focus on volume growth and a The highlight of the Company’s and fostered consumer loyalty. This
more favourable product mix. performance in FY 2023-24 transpired strengthened brand recall and a habit-
during the last quarter of the year under forming offtake.
Our financial robustness was further
review. The standalone revenues increased
evidenced by our consolidated EBITDA
by 31.3% in the fourth quarter over the Third, efforts to expand and enhance our
margin reaching 20.2%. On a standalone
corresponding period of the previous year, distribution network in the USA ensured
basis, the results were equally remarkable,
and 24.9% over the preceding quarter. that our products were always available in
with our EBITDA and PAT nearly doubling
Similarly, on a consolidated basis, revenues the market. This strategic move guaranteed
over the past two years. The demand
increased by 24.8% in the fourth quarter a persistent presence on store shelves
for our brands remained strong across
over the corresponding period of the across our distribution channels.
our markets, reflecting the strength and
previous year and 18.5% over the preceding Fourth, our robust and cash-rich Balance
resilience of our product offerings.
quarter. Your Company achieved its Sheet provided us with the financial
best performance across all key financial backbone to support and amplify our
F I NA N C IA L OV E RV I E W
indicators, including revenues, margins business-strengthening initiatives.
On a standalone basis, your Company profile and bottom-line profitability.
reported a 17.2% growth in revenue, The sharp improvement in revenues The synergy of these strategic initiatives
climbing from Rs. 353.3 crore in FY 2022- and margins during FY 2023-24 was the translated into an inflection point for the
23 to Rs. 414.1 crore in FY 2023-24. outcome of a concerted effort in brand Company, laying the groundwork for an
EBITDA grew by a remarkable 32.8% from building and a strategic investment in elevated growth trajectory.
Rs. 76.8 crore in FY 2022-23 to Rs. 102.0 profitable products.
crore in FY 2023-24, while Net Profit After

09
 ADF Foods Limited
Annual Report 2023-24

C HA I R M A N ’ S M E S S AG E

B R A N D H E A LT H added a range of frozen products and DI ST R I BU T ION N ET WOR K

At ADF, our principal business catalyst is expanded the range of cooking sauces, During the last few years, the Company
the health of our brands. pastes, and ready-to-eat curries. The brand strategically commissioned its warehouse
garnered a positive reception in the US, infrastructure in the US, encompassing
In FY 2023-24, the Company's flagship securing listings in various supermarkets 100,000 square feet, to ensure that our
brand Ashoka achieved a remarkable and indicating promising potential. With products are well stocked. During the
milestone, with revenues surpassing the a dedicated new team in the US, and year under review, the Company created
Rs. 250 crore mark. The brand grew a an already strong team in Germany, we a large freezer capacity in the New Jersey
CAGR of 29% over the three-year period remain committed to investing behind the warehouse, empowering the Company to
leading to FY 2023-24. The brand’s strength brand’s sustainable growth. achieve a faster fulfilment of the frozen
was anchored in its strong association with
The ADF Soul brand successfully tapped products category in the US market.
authentic ethnic Indian cuisine, unique
and diverse product offerings that cater into the Indian market through the
to discerning tastes, and its consistent Company’s proprietary e-commerce AGENCY DISTRIBU TION
availability on store shelves. Ashoka platform (https://soul-foods.in), as well BUSINESS
sustained its growth trajectory through as other leading e-commerce and quick In addition to the established processed
the strategic introduction of innovative commerce marketplaces like Amazon, foods business, the Company represented
products, expansion into new geographic Flipkart, Swiggy Instamart, and BigBasket. esteemed brands like Knorr soups, Lipton,
markets, and deeper market penetration We strategically expanded the brand's Brooke Bond Red Label, Yellow Label and
within established territories. product range with timely category Taj Mahal in the US and the UK. This
extensions under chutneys, pickles in olive business line contributed Rs. 88 crore in
During the year under review, the oil, and traditional pickles and remained revenue during FY 2023-24.
Company continued to deepen the brand's poised to launch more products in the
expansion, marketing expenditure, multi- better-for-you foods space. The Company
channel engagement (digital platforms,
P R O P R I E TA R Y
committed Rs. 13 crore to catalyze the
television advertising, sampling initiatives, M A N U FA C T U R I N G
growth of ADF Soul with the objective
and in-store promotions), and prime shelf of scaling the brand to Rs. 100 crore in
C A PA C I T Y
space. revenues in the next three to four years. The core of our business effectiveness lies
The Indian market presents a significant in the capacity to manufacture unique
In FY 2023-24, the Company also
opportunity, and our investment in ADF ethnic products in our plants (Nadiad and
embarked on an ambitious expansion
Soul reflects our confidence in the growth Nasik).
of the ‘Truly Indian’ brand, addressing
the non-ethnic diaspora. The Company potential in India. Recognizing the increasing demand and
our growing brand presence, the Company
is in the process of adding a third unit,
creating its next growth platform. The
Company initiated a Rs. 75 crore greenfield
expansion project (Phase One) in Surat,
Gujarat, dedicated to new frozen product
In tandem with this expansion, we are implementing lines. This state-of-the-art facility is slated
a series of operational improvements and brownfield for commissioning in the next 16 months
and is expected to be one of the first in
initiatives that will enhance the manufacturing India to launch such unique offerings in
capacity in our Nadiad and Nasik plants. The the food processing sector. Upon reaching
Company initiated the commissioning of a Rs. 15 full capacity, this plant could contribute Rs.
250 crore to our revenue.
crore cold storage in the Nadiad manufacturing In tandem with this expansion, the
plant, which will also enhance operational efficiency. Company is implementing a series of
operational improvements and brownfield

10
 Corporate Overview
Statutory Reports
Financial Statements

initiatives to enhance the manufacturing Third, modern lifestyle's time constraints

capacity in the Nadiad and Nasik plants. are prompting consumers to buy more and
The Company initiated the commissioning scratch-cook less. This trend is particularly
of a Rs. 15 crore cold storage facility within evident with Indian cuisine, known for its
the Nadiad manufacturing plant, intended complexity and time-intensive preparation,
to enhance operational efficiency. making the Company’s ready-to-eat
offerings an attractive alternative.
T H E I N DIA BU SI N E S S Fourth, the Company’s unique position Our
Historically, the Company has always
been export-focused, marketing products
as a listed and professional organization
brings scale advantages and access to competitive
in international geographies to a
growing Indian diaspora. The Company
resources, enabling timely investments
in brand development and distribution
advantages
increasingly recognized the emergence of networks. This commitment to research
a segment within the Indian market that and development represents a strategic
seeks to spend more on packaged food priority, helping position our brands as Extensive product
products and willing to pay higher prices being innovative and adaptive to changing
for niche offerings. The Company remained consumer needs.
knowledge
focused on building product offerings and
The Company is at a pivotal moment where
a team to service this growing market.
core competencies are converging. With Multi-decade
The Company appointed a Business Head
and charted an e-commerce-first strategy, clear visibility and strategic investments in industry
followed by a roadmap to gradually enter our brands, manufacturing facilities, and experience
modern trade on the back of a successful distribution channels, it is confident of
e-commerce presence. reaching Rs. 1,000 crore in revenue within
three years. The Company is enthusiastic Strong brand
OUTLOOK
about the boundless potential of the portfolio
business and remains dedicated to pursue
At ADF, our optimism for the future is healthy and sustainable growth. The sky is
grounded in compelling factors. indeed the limit at ADF, as it looks forward Diverse
First, the global recognition of India's to a future of sustained growth momentum team
cultural influence is on the rise, leading to and value creation.
an increased acceptance of India’s tradition
and food – by the ethnic diaspora and the Access to adequate
Bimal Thakkar
non-ethnic diaspora.
Chairman, Managing Director & CEO net worth
Second, our strategic distribution efforts
helped place products within easy reach
of customers across the US market. By
expanding the network of distribution
partners and increasing a presence in
various global regions, the Company
secured more shelf space, which, in turn,
led to a faster product turnover. This
success is a testimony to our prudent brand
positioning and product quality, creating a
virtuous cycle of increased shelf allocation
by store owners.

11
 ADF Foods Limited
Annual Report 2023-24

QA &

ANNUAL OPERATING
REVIEW

12
 Corporate Overview
Statutory Reports
Financial Statements

The various initiatives

embarked upon by the
Company were directed to
enhance stakeholder value

Q: What was the principal During the year under review, the brand portfolio with the addition of a range of
was reinforced through the consistent frozen products, cooking sauces, pastes
achievement of the Company and ready-to-eat curries. This expansion
launch of new products (37 new offerings
during FY 2023-24? across diverse categories such as frozen is expected to empower the Company to
A: The principal achievement of the desserts, snacks, Indian flat breads, gravies, penetrate supermarket chains, achieving
Company during FY 2023-24 was its chutneys, canned sweets, and Indo-Chinese a critical mass of products that should
outstanding financial performance in the sauces. Some of these SKUs earned listing enhance its shelf space visibility. The
entire year, especially the last quarter. approvals with a large discounter and Company intends to extend the presence
supermarket chain in UK. of this brand from Germany (where it was
Q: Why was the improvement During the year, the Company also
initially and successfully launched) to the
US market in the current financial year.
sharp, encouraging and initiated the expansion of the Truly Indian
optimistic? brand addressing global mainstream I must also take this opportunity to
A: A robust growth in consolidated palates. The establishment of this second communicate that the Company launched
revenues was observed in the second brand, following a consistent investment in the ADF Soul brand in India on the
half of the FY 2023-24, marking a clear Ashoka, reflected the Company's strategic e-commerce platform, underlining its
departure from the first half of steady commitment to diversify its portfolio and commitment to introduce specific brands
growth, signalling a revenue upswing. The meet the unique preferences of different for different countries. The Company
revenue boost can be attributed to a more customer segments. The Company widened the category for chutneys and
extensive market penetration through enhanced the Truly Indian brand's pickles in olive oil and traditional pickles,
distribution, brand building, better product expecting to sustain this around a better-
mix and talent acquisition. for-you proposition and the aspiration to
reach Rs. 100 crore in revenue in the next
three to four years.
Q: What was the principal
driver of the performance Q: What is the one
improvement? development implemented by

520.3
A: The Company's most valuable assets, the Company that could have
its brands, delivered substantial returns.
The Company’s flagship brand Ashoka
scalable possibilities?
sustained its double-digit growth trajectory, Rs. in crores, revenue A: The one investment that we deepened
generating a sizable revenue of Rs. 250 on consolidated basis during FY 2023-24 was that the Company
crore in revenue in FY 2023-24. This level in FY 2023-24 intensified its focus on online sales within
of revenue is a validation of the Company's India. Given the country's extensive
consistent investment, consolidated brand geography, the management recognized
development and quality. that replicating its global distribution

13
 ADF Foods Limited
Annual Report 2023-24

model domestically would become a during the last financial year, the Company
multi-year endeavor with significant embarked on the commissioning a
investment during the initial phase of greenfield project in Surat. This modern
business development. The Company showpiece, complemented by the existing
began to make inroads into the Indian plants, represents our multi-year approach
market via e-commerce channels, making to build adequate capacity to match the
it convenient for people to buy and growing power of its multiple brands.
economical for the Company to market.
The Company’s products were available on Q: How does the Company
the Company’s own e-commerce platform
as well as on other leading e-commerce /
intend to enhance shareholder
Q-commerce marketplaces like Amazon, value?
Flipkart, Swiggy Instamart and BigBasket. A: Various initiatives embarked upon by
This approach allowed the Company to the Company were directed to enhance
strategically seed its products across the stakeholder value. We are attractively
country, laying the groundwork for a placed to do so in a sustainable manner
prospective expansion in modern trade. by the virtue of our investment in

32.1%
increase in PAT on
The gradual progression from the online
to the offline will protect the Company’s
Balance Sheet, strengthen strategic
initiatives and build the business within the
manufacturing capacities, enhancing our
robust distribution network and nurturing
our brands – each aimed at generating
long-term value and lasting benefits
consolidated basis in country in an efficient manner. utilizing only internal cash accruals.
FY 2023-24 This structure will increase pass-through
Q: Why did the Company benefits designed to enhance shareholder
value.
make its largest investment at
a time it reported its largest The Company widened its shareholder base
through a stock split and paid a special
surplus?
(interim) dividend of Rs. 4 per share on a
A: At ADF Foods, we believe that we have face value of Rs. 2 each in November 2023,
touched only a fraction of our potential.

20.2%
entailing a cash outflow of Rs. 43.94 crore.
By an estimate there is a 29-million Based on the performance of the Company,
Indian expatriate population across the the Board of Directors recommended
world. Each year, around 2.5 million a Final Dividend of Rs. 1.20 per share
EBITDA margin on people are added to this large pool. We (subject to the approval of shareholders
consolidated basis in have touched only a nominal percent in the Annual General Meeting). The
FY 2023-24 of this growing market. We do not just consolidated dividend would involve a total
foresee an opportunity to touch a wider outflow of 57.12 crore, a dividend payout
Indian population spread but also sell of 72% of the standalone net profit of the
progressively more to each buyer – a Company, the highest in its existence.
widening room for growth across the
‘X’ and ‘Y’ axes. Besides, there is room
to market to an international audience
progressively exposed to India’s culture.
These realities made it imperative for the
Company to not just debottleneck and
expand capacities at existing locations;

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 Corporate Overview
Statutory Reports
Financial Statements

OU R C ON T R I BU T I ON

ADF: Taking India’s

soft power ahead
OV E RV I E W
At ADF Foods, we do not merely see
ourselves through our functional role:
processing, exporting and marketing
Indian ethnic foods.
We see ourselves as taking India’s soft
power ahead.
We are engaged in the research of India’s
rich ethnical tradition with a singular
perspective: extend the influence of this
rich tradition across the world.
The Company is engaged in servicing
an existing Indian expatriate palate; it
is widening to extend its coverage of
international palates as well.
During the last couple of years, the
Company seeded its presence in
mainstream supermarkets, occupying
a visible position on retail shelves in
select international locations.
The products curated by the Company
for this international audience were
customized around their tastes,
facilitating a more immediate
receptivity.
The Company is optimistic that it is
at the right place at the right time. As
India graduates from its position as the
fifth largest economy to the third largest
across the foreseeable future, there will
be a deeper interest in India’s culture.
This will accelerate interest in India’s
cuisine, benefitting organized early
movers like ADF.

15
 ADF Foods Limited
Annual Report 2023-24

The
ADF
Brands
Report,
FY
2023-24

16
 Corporate Overview
Statutory Reports
Financial Statements

OUR FOCUS BRANDS

Ashoka Truly Indian Camel Aeroplane ADF SOUL

Positioning Flagship brand Targeted at the Premium brand; Economy brand Targeting urban
targeted at the non-Indian targeted at the Arab Indian customers
South Asian diaspora diaspora
diaspora

Products Frozen snacks, Ready-to-eat, meal Meal Meal Meal

frozen Indian accompaniments, accompaniments, accompaniments, accompaniments,
breads, frozen pastes and sauces pastes and sauces pastes and sauces pastes, sauces
vegetables,
ready-to-eat, meal
accompaniments,
pastes, sauces,
spices

Geographies USA, Canada, UK Germany and USA Middle East Middle East Sold and marketed
and APAC primarily in India

17
 ADF Foods Limited
Annual Report 2023-24

O U R P R O D U C T S F O R M AT

Frozen products Snacks: Punjabi samosas, batata vada and kathi rolls
Vegetables: Green chilli, mixed vegetables cut, methi and palak
Breads: Tandoors and parathas

Ready-to-eat and Ready to eat normal: Pav bhaji, dal makhni and matar paneer
ready-to-cook
Ready to eat vegan: Bhindi masala and paneer (tofu) makhani

Food Pickles: Chilly, lemon, mango and mixed

accompaniments
Chutneys: Coconut, coriander, mint, sandwich, pani puri, dates and tamarind
Sauces: Pasta sauce and pizza sauce, dipping sauces

Spices and others Spices: Madras curry powder and tamarind

18
 Corporate Overview
Statutory Reports
Financial Statements

The competitive
strength of our brand

Recall
ADF is highly regarded for its
commitment to authentic Indian
flavours, consistent quality and
continuous product innovation,
creating a strong association with
‘ethnic Indian specialty foods’.

Launches 3 A’s
ADF continually introduces ADF maintains proximity to
innovative products, with 37 consumers, with products readily
new product variants launched available (availability) through
in international markets during strong distribution network
FY 2023-24, enhancing its across 55 countries (accessible),
portfolio and brand recognition. offering superior value for money
(affordable).

Brand efficiency
ADF allocated Rs. 31
crore towards advertising
and sales promotion in
FY 2023-24, representing 7.5%
of its standalone turnover,
demonstrating a prudent
investment strategy in brand
Range promotion. Properties
ADF offers a comprehensive ADF’s brands serve as versatile
range of products, catering to platforms for expanding product
the diverse needs of consumers, offerings without additional
including the South Asian branding expenses. The flagship
diaspora and mainstream brand Ashoka achieved over
residents, across snacking, meals, Rs. 250 crore in revenue in
ingredients and complementary FY 2023-24, with a remarkable
foods. CAGR 29% over the past three
Leadership years.
ADF is recognized for its
authenticity, market leadership
and resilience, ensuring consistent
sales even during challenging
times like the pandemic, resulting
in sustained revenue streams.

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 ADF Foods Limited
Annual Report 2023-24

Ashoka
ADF Foods' flagship brand:
The taste of home for the South Asian diaspora

Brand overview Frozen range: Indian breads, ready- Distribution channels

Established in 1988, Ashoka is ADF to-eat curries/rice, Indian snacks & Ashoka meets diverse shopping
Foods' leading brand, addressing the vegetables, plant-based curries, Indo- preferences by generating sales from
global preference for Indian cuisine. Thai and Indo-Chinese cuisine and both ethnic stores and mainstream/
sweets modern trade outlets.
In three years, the Company’s flagship
Ashoka brand more than doubled sales, Global presence Brand value proposition
highlighting the growing appetite for Ashoka products are enjoyed in 55+ Ashoka, embodying the spirit of 'Desi at
authentic ethnic Indian cuisine. countries. Heart,' provides ethnic Indian flavours
Product range Primary markets: USA, Canada, UK, to global consumers, ideal for modern
Middle East and EU lifestyles in emphasizing convenience
Ambient range: Pickles, chutney,
and timely preparation.
pastes, mango pulp, sauces, ready-to-eat
curries/rice and murabba

Ashoka’s brand performance

Ashoka sales Total Sales
FY Rs. Lakh Growth Rs. Lakh Ashoka sales as
percentage of total sales
2023-24 25,372 20 39,437 64.34
2022-23 21,114 34 34,736 60.79
2021-22 15,746 32 28,661 54.94
2020-21 11,920 Base year 22,876 52.11

20
 Corporate Overview
Statutory Reports
Financial Statements

ADF Soul
Global flavours in Indian
kitchens

Brand overview Presence on leading e-commerce

This D2C brand embodies authentic platforms - Big Basket, Swiggy Customer testimonials
global flavours for Indian millennials Instamart, Flipkart and Amazon Fresh
– to facilitate a wider reach. The best part is that you do not feel
and urban consumers.
acidic after eating the mango pickle
Brand differentiators Our SKUs in olive oil. It is not only delicious but
Providing a selection of 20 to 25 healthy too. - Roopa Shah
The brand comprises a balance of
flavour and health, and nutrient-rich SKUs, including a range of pickles and
I have always loved Soul brand's green
olive oil. chutneys in convenient packaging.
chilli pickle. It is delicious and healthy
The Company intends to introduce
The brand has integrated global with olive oil. Definitely ordering again!
additional SKUs in FY 2024-25.
flavours with traditional Indian - Cimran Fernandes
elements in pickles, ready-to-cook Brand outlook
Soul brand's red chilli pickle in olive oil
pasta-pizza sauces, international dips ADF SOUL aspires to emerge as a is a delicious alternative achaar choice.
and other offerings. Rs. 100 crore brand in the next three - Gajanan Hirde
to four years.
Sales and distribution channels
The perfect blend of ingredients in Soul
Pan-India delivery through a brand's red chilli pickle in sunflower oil
proprietary website htttps://soul- provides superb taste to the palate.
foods.in and leading E-commerce - Prem Kumar Kunnath
platforms.
The garlic pickle in olive oil had excellent
packaging and the taste was delicious and
amazing. - Amit Dureja

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 ADF Foods Limited
Annual Report 2023-24

Truly Indian
Unlocking global markets with
authentic Indian flavours

Brand overview Presence

This brand has been carefully crafted for Strong presence in Germany
the western palate and targeted at the global
mainstream population, specifically the Distribution channels
non-Indian diaspora seeking traditional Sold through mainstream/modern trade
Indian flavours. stores, bolstering its presence across large
supermarkets, club stores and food service
Product range markets
Regular meal assortments: Poppadum
boxes, cooking sauces, condiment pastes, Outlook
mango chutneys and ready-to-eat products Dedicated sales team hired in USA in
preparedness for FY 2024-25 product
Frozen range: Snacks and Indian flat breads
launch plans.

22
 Corporate Overview
Statutory Reports
Financial Statements

I N T E G R AT E D VA LU E C R E AT I ON R E P ORT, F Y 2 0 2 3 - 2 4

Our Integrated
Value Creation
approach

OV E RV I E W The shift towards stakeholder value reflects Importantly, the influence of an Integrated
In today's business landscape, focusing a recognition that value creation must Report extends beyond shareholders to
solely on enhancing shareholder value consider the interests of all stakeholders, engage diverse stakeholders, including
is no longer sufficient. The concept of not just shareholders. The Integrated employees, customers, suppliers,
'stakeholder value' is gaining prominence, Value-Creation Report is gaining traction business partners, local communities,
recognizing that stakeholders extend as it evaluates both tangible and intangible legislators, regulators and policymakers.
beyond shareholders to include all initiatives, drawing on various aspects such This underscores the importance of
individuals or entities impacted by a as financial performance, management organizations adopting sustainable
company's brand, products, or operations. commentary, governance practices, practices to enhance value across all
remuneration and sustainability reporting. dimensions.

O U R VA L U E C R E AT I O N S T R AT E G Y

Strategic areas Talent acquisition and Customer focus Enhancing shareholder Community support
retention wealth

Key facilitators ADF Foods had 354 The Company Market capitalization was ADF Foods engaged in
permanent employees as strengthened its customer Rs. 2031.92 crore as on community development
on March 31, 2024. engagement through March 31, 2024 activities.
timely product delivery
The Company provided a The Company delivered The Company focused
and high product quality.
remuneration of Rs. 33.54 strong financial results on healthcare, education,
crore, a 12% increase over The Company launched during FY 2023-24. eradication of hunger
2022-23. 37 innovative products cum poverty and women’s
The Company had a debt-
during FY 2023-24. empowerment
The Company made free Balance Sheet and
key hires across net worth of Rs. 442.02 ADF Foods invested
the organization, crore as on March 31, ~Rs. 1.23 crore in CSR
strengthening functional 2024. activities in FY 2023-24.
teams of marketing, sales
The Company declared
and operations.
260% dividend to the
shareholders in FY 2023-
24

23
 ADF Foods Limited
Annual Report 2023-24

The value-creation scorecard

(as per consolidated
financials)
Employee value Customer value
Year FY 22 FY 23 FY 24 Year FY 22 FY 23 FY 24
Salaries (Rs. crore) 23.55 29.70 33.54 Revenues (Rs. crore) 421 450 520
The Company invested in growing employee remuneration, The Company generated increased revenues, an index of the
underlining its role as a responsible employer. value created for customers.

Shareholder value Vendor value

Year FY 22 FY 23 FY 24 Year FY 22 FY 23 FY 24
Free Reserves (retained 251.67 302.73 327.15 Purchases (Rs. crore) 213 201 233
earnings) (Rs. crore) The Company acquired a larger amount of resources through
Dividend paid/proposed 8.8 11 57.1* the years, reinforcing procurement economies
(Rs. crore)
Dividend payout ratio 3.50 3.7 17.5 Community value
(%) Year FY 22 FY 23 FY 24
*Includes proposed dividend of Rs. 13.2 Crore for FY 2022-23- CSR investment 89.45 95.31 123.35
24 as recommended by the Board. (Rs. Lakh)
The Company reinforced shareholder value through The Company improved the livelihood of communities in the
a combination of judicious business strategy, accrual geographies of its presence through a combination of child
reinvestment and high payout. feeding programmes and other initiatives.

Exchequer value
Year FY 22 FY 23 FY 24
Tax payment (Rs. crore) 16.62 19.61 24.28

24
 Corporate Overview
Statutory Reports
Financial Statements

Our business
model

BIG PICTURE P O W E R O F I N TA N G I B L E S

Mission ƒ Focused on sustained brand development

Evangelize the power of Indian cuisine the world over ƒ Continuous investment in creating and promoting
Address the widening needs of Indian expatriates and brands
nationals of other countries ƒ Investment in food supply chains and stores accessed by
Indian diaspora
Strategic clarity
Double revenues every three years for the next six years ƒ Range of brands addressing niches and sub-niches

Deepen competitive advantage through organic and

inorganic growth

Strengths and outcomes CUSTOMER FOCUS

ƒ Multi-decade domain knowledge
ƒ Multi-generational insight into specialty Indian ethnic ƒ Catering to South Asian diaspora and mainstream global
foods customers.
ƒ Deep understanding of regional and state-specific ƒ Offering a broadening ethnic variety for Indian palates
preferences
ƒ Providing food products at proximate retail locations
ƒ Capability to transform this knowledge into branded
food products Leveraging research
ƒ Comprehensive product range making it a one-stop ƒ Research team comprizing chefs and food scientists
solutions provider ƒ Team focused on evolving market palates
ƒ Approval under the PLI scheme for branding ƒ Balancing heritage attributes with contemporary realities
expenditure. The maximum incentive of Rs. 61.35 crore
was granted under Category III of the Government Consumer convenience
of India's Production Linked Incentive Scheme from ƒ Products increasingly accessible through mainstream
FY 2022-23 to FY 2026-27 retail outlets
ƒ Network supported by warehouse facilities and
distributor partnerships
ƒ Expansion into the US food service market

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Annual Report 2023-24

ADF: Addresses
the highest ESG
standards
OV E RV I E W these entities are contributing to the ADF Foods is garnering attention for
In today’s rapidly changing world mitigation of resource depletion, water its comprehensive dedication to ESG
organizations are increasingly recognizing scarcity, pollution and adverse effects on principles, embodying a commitment to
the importance of prioritizing occupational health and safety. The result is environmental stewardship, enhancing
Environment, Health and Safety (EHS) that ESG is a forward-looking framework stakeholder involvement, employee’s
within their operations. Beyond mere for business continuity. well-being , focus on occupational health
adherence to environmental regulations, & safety and upholding responsible
governance practices in its operations.

ESG HIGHLIGHTS FOR ƒ The emission intensity in terms of ƒ Regular health checks were conducted.
FY 2023-24: turnover decreased from 0.0027 TCO2e/
ƒ Fire-fighting processes (fire hydrant
thousand Rupees in FY 2022-23 to 0.0024
ƒ Renewable energy via Grid Electricity system, smoke detectors, siren systems and
TCO2e/thousand Rupees in FY 2023-24.
increased by more than 133% as compared various types of fire extinguishers) were
to the FY 2022-23. ƒ The emissions intensity in terms of sustained for regular fire drills.
physical output decreased from 0.000604
ƒ Renewable energy mix in the total ƒ Safety training on material handling and
TCo2e/Kg in FY 2022-23 to 0.000523
energy consumed increased from 0.8% in safety week celebration was conducted.
TCo2e/Kg in FY 2023-24.
FY 2022-23 to 1.67% in FY 2023-24.
ƒ CCTV cameras at various locations for
The Company embarked on safety
ƒ There was a decline in the energy effective vigilance and surveillance were
initiatives to foster a safe and sustainable
intensity in terms of revenue from 0.02 MJ/ sustained.
work environment.
Rupee in FY 2022-23 to 0.019 MJ/Rupee in
FY 2023-24. ƒ Gas leakage kits were available for NH3
ƒ Emergency vehicle with driver was
gas.
available 24x7.
ƒ There was a decrease in the energy
intensity in terms of physical output from ƒ Special jackets were provided in blast
ƒ Tie-ups with local doctors and hospitals
4.62MJ/Kg in FY 2022-23 to 4.15 MJ/Kg in freezer areas where the temperature was
for immediate treatment was arranged.
FY 2023-24. minus 18 degrees centigrade.

26
 Corporate Overview
Statutory Reports
Financial Statements

ADF Foods’ commitment

to corporate social
responsibility (CSR)

OV E RV I E W I M P L E M E N TAT I O N A N D
ADF Foods is committed to making MONITORING
a positive social impact through CSR The Company’s CSR activities were
initiatives. The Company’s CSR activities implemented through identified suitable
for FY 2023-24 focused on education, CSR partners. It conducted a detailed due
healthcare, hunger eradication and poverty diligence to onboard CSR partners and sign
and women’s empowerment. agreements to ensure the timely execution
of projects, wherever possible. Regular
monitoring and field visits were conducted
to assess the impact of CSR initiatives;
funds utilization certificates were obtained
from CSR partners on an annual basis.

27
 ADF Foods Limited
Annual Report 2023-24

Company Information
BOARD OF DIRECTORS Mr. Bimal R. Thakkar Chairman, Managing Director & CEO
Mr. Jay M. Mehta Non-Executive Director
Mr. Viren A. Merchant Non-Executive Director
Mr. Ravinder Kumar Jain Independent Director
Mr. Chandir G. Gidwani Independent Director
Mr. Pheroze Mistry Independent Director (w.e.f. 19th September, 2023)
Ms. Deepa Misra Harris Independent Director
Mr. M. M. Srivastava, IAS, (Retd.) Additional Director (Independent Director) (w.e.f. 9th May, 2024)
Mr. Arjuun Guuha Whole Time Director (w.e.f. 31st October, 2023)
SENIOR MANAGEMENT Mr. Shardul Doshi Chief Financial Officer
Mr. Maneck Katpitia Vice President - International Operations & Supply Chain
Mr. Balark Banerjea President – Indian Domestic Business (w.e.f. from 3rd October,
2023)
Mr. Balbir Singh Vice President – Manufacturing
Mr. Sanjay Hatwar General Manager –Nasik
Mr. Deepak Nachane Head – Purchase
Ms. Purvi Dwivedi General Manager - Accounts
Mr. Sumer B. Thakkar General Manager – Sales and Strategy
COMPANY SECRETARY & Ms. Shalaka Ovalekar
COMPLIANCE OFFICER
COUNTRY MANAGERS Mr. Upinder Thakur UK
Mr. Bharat Sareen UK
Mr. Apurva Patel USA
Ms. Rasa Kumar Senior Vice President – Truly Indian (USA)
Mr. Masud Sethi Canada
Mr. Pravin Nankani GCC, Levant Countries, Asia Pacific & Africa
STATUTORY AUDITORS M/s. Kalyaniwalla & Mistry LLP
Chartered Accountants
INTERNAL AUDITORS M/s. RMJ & Associates LLP, Mumbai
SOLICITORS M/s. D S K Legal
M/s. Desai Desai Carrimjee & Mulla
BANKERS State Bank of India, HDFC Bank Ltd., ICICI Bank Ltd.
REGISTERED OFFICE 83/86, G.I.D.C Industrial Estate, Nadiad - 387 001, Gujarat, India
Tel.: 0268-2551381 / 2
Fax: 0268-2565068
E-mail: [email protected]
CORPORATE IDENTITY L15400GJ1990PLC014265
NUMBER [CIN]
CORPORATE OFFICE Marathon Innova, B2 - G01, Ground Floor, G. K. Road,
Lower Parel, Mumbai - 400 013.
Tel.: 022-6141 5555, Fax: 022-6141 5577
E-mail: [email protected] Website: www.adf-foods.com
REGISTRAR AND SHARE LINK INTIME INDIA PRIVATE LIMITED
TRANSFER AGENTS C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (W), Mumbai - 400 083, India
Tel: 08108116767, Fax: 022-49186060
E-mail: [email protected] Website: www.linkintime.co.in

34th Annual General Meeting

Thursday, 1st August, 2024 at 4.00 p.m. (IST)
Through Video Conferencing (VC) or Other Audio Visual Means (OAVM).

28
 Corporate Overview
Statutory Reports
Financial Statements

Notice of the 34th Annual General Meeting

NOTICE is hereby given that the Thirty Fourth Annual General Meeting of the Members of ADF FOODS LIMITED will be held through
Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) on Thursday, 1st August, 2024 at 04.00 p.m. (IST) to transact the
following business:

Ordinary Business
(1) (a) To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended
31st March, 2024, together with the Reports of the Board of Directors and the Auditors thereon.
(b) To receive, consider and adopt the Consolidated Audited Financial Statements of the Company for the Financial Year ended
31st March, 2024, together with the Report of the Auditors thereon.
(2) To declare a Final Dividend of Rs. 1.20/- per equity share of Rs. 2/- each for the Financial Year ended 31st March, 2024.
(3) To appoint a Director in place of Mr. Viren Merchant (DIN: 00033464), who retires by rotation and being eligible offers himself for
re-appointment.
(4) Appointment of M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) as the Statutory Auditors
of the Company and to fix their remuneration.
To consider and, if thought fit, to pass the following Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act,
2013 read with the Companies (Audit and Auditors) Rules, 2014 [including any statutory modification(s) or re-enactment(s) thereof,
for the time being in force] and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company,
M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) be and are hereby appointed as the Statutory
Auditors of the Company, to hold office for a term of 5 (five) consecutive years from the conclusion of this Annual General Meeting till
the conclusion of the 39th Annual General Meeting of the Company to be held in the calendar year 2029, at such remuneration as may
be decided by the Board of Directors of the Company (or any committee thereof) in consultation with the Statutory Auditors;
RESOLVED FURTHER THAT any one Director, the Chief Financial Officer and the Company Secretary of the Company, be and
are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary and expedient to give effect to this
resolution.”

Special Business
(5) Appointment of Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050) as an Independent Director of the Company.
To consider and, if thought fit, to pass the following resolution as a Special Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions, if any of
the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder and applicable provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) [including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force], the Articles of Association of the Company, approval and recommendation of the Nomination
& Remuneration Committee and as approved by the Board of Directors, Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050), who
was appointed as an Additional Director in the category of ‘Independent Director’ with effect from 9th May, 2024, who has consented
to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a member under
Section 160(1) of the Act, be and is hereby appointed as a Director of the Company;
RESOLVED FURTHER THAT Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050), who has submitted a declaration that he meets
the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing
Regulations and who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company for a period
of 5 (five) years commencing from 9th May, 2024 and ending on 8th May, 2029 (both days inclusive) and that he shall not be liable to
retire by rotation;

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 ADF Foods Limited
Annual Report 2023-24

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 17 (1A) of the Listing Regulations and the applicable provisions,
if any, of the Act and the rules made thereunder [including any statutory modification(s) or re-enactment(s) thereof, for the time being
in force], the consent of the Members of the Company is also accorded to continue the directorship of Mr. M. M. Srivastava, IAS,
(Retd.), (DIN: 02190050), as an Independent Director of the Company, upon his attainment of 75 years of age, during his term of 5 (five)
consecutive years, as an Independent Director of the Company, commencing from 9th May, 2024;
RESOLVED FURTHER THAT any one Director, the Chief Financial Officer and the Company Secretary of the Company be and are
hereby severally authorized to do all such acts, deeds, matters and things including but not limited to filing of necessary forms and
returns with the Registrar of Companies and the Stock Exchanges and to take all steps, action as may be necessary or expedient to give
effect to this resolution and matters incidental thereto.”
(6) Appointment of Mr. Shivaan B. Thakkar to hold an office or place of profit in the Company.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 177, 188(1)(f) and other applicable provisions, if any, of the Companies
Act, 2013 and the rules made thereunder, Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
[including any statutory modification(s) or re-enactment(s) thereof, for the time being in force] and pursuant to the approval of the
Nomination & Remuneration Committee, the Audit Committee and the Board of Directors of the Company in their Meetings held on
9th May, 2024, the consent of the Members of the Company be and is hereby accorded for the appointment of Mr. Shivaan B. Thakkar,
a relative of a Director, Mr. Bimal R. Thakkar (DIN: 00087404) to hold an office or place of profit in the Company with a designation
of ‘Senior Vice President - USA Business’, from 1st September, 2024 and ending on 30th September, 2027 (both days inclusive), on the
following terms and conditions including remuneration:
For the first year of appointment – from 1st September, 2024 till 30th September, 2025:
I. Fixed Pay:
a) Annual Fixed Retainer Fees - equivalent to US$ 175,000.00 per annum.
b) Additional bonus - equivalent to US$ 40,000.00. The said bonus will be paid out within the first month of the employment.
II. Variable pay:
Commission @ 1% of Net Sales of North America Business to which Mr. Shivaan B. Thakkar is directly responsible.
III. Other benefits:
i. Reimbursement of the expenses including but not limited to the following expenses actually and properly incurred by him for
the business of the Company including travel, hotel stay and accommodation and other related expenses for himself incurred
in India and abroad;
ii. Provision of a car for use on Company’s business;
iii. Telephone at residence for official purpose;
iv. Expenses incurred in respect of books and periodicals at actual against submission of supporting(s);
v. Subscription or reimbursement of club fees on actual basis;
vi. Medical & Health Insurance, Travel and Accidental Insurance at actual;
vii. Paid time off and paid holidays as per the Company policy.
The abovementioned remuneration will be paid by the Company and/or by its US Subsidiary/Subsidiaries, in combination;
The appointment may be terminated by either side by giving three months’ notice or three months’ salary in lieu of notice period;
RESOLVED FURTHER THAT for the subsequent years of the appointment, the annual revision in the fixed pay (subject to maximum
increase of 15% p.a.), variable pay and designation of Mr. Shivaan B. Thakkar will be decided by the Board of Directors;
RESOLVED FURTHER THAT any one Director, the Chief Financial Officer and the Company Secretary of the Company be and are
hereby severally authorized to execute any statement, declaration, undertaking and do all such acts, deeds and things as are necessary
to give effect to the aforesaid Resolution and for matter connected therewith or incidental thereto in the best interest of the Company.”

30
 Corporate Overview
Statutory Reports
Financial Statements

(7) Omnibus Approval of Related Party Transactions with Vibrant Foods New Jersey LLC, a Step Down Subsidiary of the Company:
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Sections 177, 188 and all other applicable provisions of the Companies Act, 2013
and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/
HO/ CFD/CMD1/CIR/P/2022/47 dated 8th April, 2022 [including any statutory modification(s) or re-enactment(s) thereof, for the time
being in force], and pursuant to recommendation of the Audit Committee, the omnibus approval of the Members of the Company be
and is hereby granted for entering into transactions by the Company directly or through its wholly owned subsidiaries with Vibrant
Foods New Jersey LLC, a step down non-wholly owned subsidiary of the Company, as set out below and in which Mr. Bimal R. Thakkar,
Chairman, Managing Director & CEO is deemed to be interested, to sell, purchase and/or supply of any of goods or materials, leasing of
property and to avail or render any service of any nature, subject to such contract(s)/ arrangement(s)/ transaction(s), being carried out
at arm’s length and in the ordinary course of business of the Company, as the Board in its discretion deem proper, as per the terms and
conditions set out in the Explanatory Statement annexed to the Notice convening the 34th Annual General Meeting:

Name of Name of the Nature of Particulars of Nature, material terms, monetary Any other information
Related Party Director/ Key relationship the contract or value relevant or important for
Managerial arrangement the Members to make a
Personnel who decision on the proposed
is related, if any transaction
Vibrant Foods Mr. Bimal R. Step down Sale, purchase Indicative base Price – At such Duration of Contract is
New Jersey Thakkar Non Wholly or supply of price which enables Vibrant to from the date of this AGM
LLC Owned any goods or earn average Gross Margin upto upto the date of the next
Subsidiary materials, leasing 25% on its sale. AGM for a period not
of property and/ exceeding fifteen months.
Additionally, Vibrant shall be
or availing/
entitled to reimbursement of
rendering of any
such other expenses including
services.
marketing and promotion expense
that the other distributors are
entitled.
The license fees for leasing of
property will be at prevailing
market rate.
Maximum Monetary value Rs.
125.00 Crore per annum.
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deeds, matters
and to sign all such documents and writings as may be necessary, expedient and incidental thereto including all the negotiations
and settlements, to give effect to this Resolution and for matter connected therewith or incidental thereto in the best interest of the
Company.”

By order of the Board

Mumbai, 9th May, 2024 For ADF FOODS LIMITED

Regd. Office:
83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat.
Tel.: 0268-2551381/2, Fax: 0268-2565068;
E-mail: [email protected]; Shalaka Ovalekar
Website: www.adf-foods.com; Company Secretary
CIN: L15400GJ1990PLC014265. Membership No.: A15274

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 ADF Foods Limited
Annual Report 2023-24

Notes
1. Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 9/2023 dated 25th September, 2023 read with Circular No. 2/2022
dated 5th May, 2022, Circular No. 2/2021 dated 13th January, 2021, Circular No. 19/2021 dated 8th December, 2021, Circular No.
21/2021 dated 14th December, 2021, Circular No. 20/2020 dated 5th May, 2020, Circular No. 14/2020 dated 8th April, 2020, Circular
No. 17/2020 dated 13th April, 2020 and all other relevant circulars (hereinafter collectively referred to as “MCA Circulars”)
permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing/Other Audio Visual Means (“VC/
OAVM”) without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India
(“SEBI”), vide its circulars dated 12th May, 2020, 15th January, 2021, 13th May, 2022, 5th January, 2023 and 7th October, 2023 and
other applicable circulars issued in this regard (hereinafter collectively referred to as “SEBI Circulars”), have provided relaxation
from compliance with certain provision of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“Listing Regulations”).
In compliance with the relevant provisions of the Companies Act, 2013 (“Act”), the Listing Regulations and the aforesaid MCA &
SEBI Circulars, the AGM of the Company is being held through VC/OAVM. The venue of the Meeting shall be deemed to be the
Registered Office of the Company i.e. 83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat.
In this Annual Report the connotation of “Members” and “Shareholders” is the same.
2. A Member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote instead of himself/
herself and such proxies need not be Members of the Company. Since this AGM is being held pursuant to the MCA Circulars
through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies
by the Members will not be available for the AGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to
this Notice.
3. Institutional/ Corporate Shareholders (i.e. other than Individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG
Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through
VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by
e-mail through their registered e-mail address to [email protected] with a copy marked to the Company at secretarial@
adf-foods.com and to its Registrar & Share Transfer Agent (“RTA”) at [email protected].
4. Members can join the AGM through the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the
Meeting by following the procedure mentioned in the Notice. Members attending the AGM through VC/OAVM shall be counted
for the purpose of reckoning the quorum under Section 103 of the Act.
5. At the Twenty-Ninth AGM held on 25th September, 2019, the Members approved the appointment of M/s. Kalyaniwalla & Mistry LLP,
Chartered Accountants, Mumbai (Registration No. 104607W/W100166) as the Statutory Auditors of the Company to hold office for a
period of 5 (five) years from the conclusion of that AGM till the conclusion of the AGM to be held for the Financial Year 2023-24. The
requirement to place the matter relating to appointment of Auditors for ratification by Members at every AGM has been done away by
the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, no Resolution is being proposed for ratification of
appointment of Statutory Auditors at the Thirty Fourth AGM of the Company.
6. An explanatory statement pursuant to Section 102(1) of the Act setting out the material facts relating to special business to be transacted
at the Meeting is annexed hereto.
7. The Register of Members and the Share Transfer Books of the Company will remain closed from 27th July, 2024 to 1st August, 2024 (both
days inclusive).
8. The dividend, if declared, shall be payable within 30 days from the date of declaration to those Members of the Company whose names
appear:
a) as Beneficial Owners as at the close of the business hours on 26th July, 2024 as per the list to be furnished by National Securities
Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) in respect of the shares held in electronic
form; and
b) as Members in the Register of Members of the Company as on 26th July, 2024 in respect of shares held in physical form.
9. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the
Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act, will be available

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Statutory Reports
Financial Statements

electronically for inspection by the Members. All documents referred to in the Notice will also be available for electronic inspection
without any fee by the Members from the date of circulation of this Notice up to the date of AGM i.e. 1st August, 2024. Members seeking
to inspect such documents can send an email to [email protected].
10. SEBI and Reserve Bank of India (“RBI”) have advised all listed companies to mandatorily use the Electronic Clearing Services (“ECS”)
mandate facility wherever possible for payment of dividend to the Members. In view of this stipulation, the Company has implemented
the ECS facility. Members holding shares in physical form are requested to provide the Company with ECS details for crediting the
dividend payment directly to their respective bank accounts. The Company shall be able to co-ordinate with the bankers only on
receipt of necessary information. The Members holding shares in electronic form may instruct their Depository Participants (“DPs”)
accordingly.
11. Members are hereby informed that dividends for the Financial Years 2016-17, 2019-20 (two Interim Dividends), 2020-21, 2021-22,
2022-23 and 2023-24 (Special Dividend) remaining unpaid or unclaimed over a period of seven years from the date of transfer of
such dividends to the respective Unpaid Dividend Account(s) of the Company have to be transferred by the Company to the Investor
Education and Protection Fund (“IEPF”). The Company did not declare dividend for the year 2015-16 and hence during the year under
review the Company was not required to transfer any dividend amount or shares to IEPF Authority. Members are requested to note that
no claim shall lie against the Company in respect of any shares/dividend so transferred to the IEPF Authority.
The following are the details of dividends declared by the Company and their respective due dates of transfer to IEPF, which remain
uncashed /unclaimed.

Year Type of Dividend Dividend per share on Date of Declaration Due date for transfer to IEPF
Face Value of Rs. 10/- each
2016-17 Final Rs. 2.50 23rd August, 2017 23rd September, 2024
2019-20 (1st Interim) Interim Rs.1.50 11th November, 2019 17th December, 2026
2019-20 (2nd Interim) Interim Rs. 1.50 7th February, 2020 14th March, 2027
2020-21 Final Rs. 3.00 24th September, 2021 30th October, 2028
2021-22 Final Rs. 4.00 12th August, 2022 18th September, 2029
2022-23 Final Rs. 5.00 9th August, 2023 15th August, 2030
2023-24 *Special Rs. 4.00 31st October, 2023 6th November, 2030
*Dividend on Face Value of Rs. 2/– each.

The Members are requested to encash their Dividend Warrants for these years, if not already done.
As per Section 124(5) of the Act, the Company has transferred the shares of those shareholders whose dividend remained to be
encashed/claimed for seven consecutive years or more. The details of such shareholders have been uploaded on the Company’s website
under the heading “IEPF Transfer List”.
12. Members holding shares in the same set of names under different ledger folios are requested to apply for consolidation of such folios
along with relevant share certificates to the Company’s RTA.
13. Members holding shares in physical form are requested to notify/send the following to the Company’s Registrar and Share Transfer
Agents to facilitate better service:
ƒ any change in their address/ mandate/ bank details
ƒ particulars of their bank account in case the same have not been sent earlier, and
ƒ share certificate(s) held in multiple accounts in identical names or joint accounts in the same order of names for consolidation of
such shareholdings into one account.
14. SEBI has mandated the submission of Permanent Account Number (“PAN”) by every participant in securities market. Members holding
shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining
their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/ RTA.
15. As per Regulation 40 of the Listing Regulations, as amended from time to time, securities of listed companies can be transferred only
in dematerialized form. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management,
Members holding shares in physical form are requested to consider converting their holdings to dematerialized form.

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16. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their
request from their registered e-mail ID mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at secretarial@
adf-foods.com till 29th July, 2024. Those Members who have registered themselves as a speaker will only be allowed to express their
views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability
of time for the AGM. Further, a facility will be provided to the Members attending the meeting through VC/OAVM, whereby they can
pose questions concurrently, during the proceeding of the meeting.
Further, Members who would like to ask any questions on the Financial Statements are requested to send their questions through email
on [email protected] at least 10 days before the AGM to enable the Company to answer their queries satisfactorily.
17. Members holding shares in demat form and who have not registered their E-mail addresses so far are requested to register their E-mail
address with the Depository Participants (“DP”) for receiving all communication including Annual Report, Notices, Circulars, etc. from
the Company electronically.
18. Members holding physical shares and who have not got their e-mail address registered with the Company / its RTA viz. Link Intime
India Private Limited or wish to update a fresh e-mail address may do so by submitting a self-attested scanned copy of their PAN Card
and AADHAAR Card, scanned copy of the Share Certificate(s) (front and back) along with their Name and Folio No., to the RTA of the
Company at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083 Tel. No.: 08108116767, Fax: (022) 4918 6060, e-mail: rnt.
[email protected] or to the Company at [email protected]. To update the bank account details with the Company/
RTA, a request letter signed by the shareholder (including joint shareholder, if any) along with self-attested copy of his/her/their PAN
Card(s) and AADHAAR Card(s) and cancelled cheque bearing name of the first shareholder/ a copy of Bank Passbook/ statement
attested by bank shall be submitted with the Company/ RTA.
19. Pursuant to the provisions of Section 101 and Section 136 of the Act read with the Companies (Management and Administration)
Rules, 2014 and in terms of Regulation 36 of the Listing Regulations, as amended from time to time, electronic copy of the Notice
and Annual Report for the Financial Year 2023-24 is being sent to the Members whose e-mail IDs are registered with the Company/
Depository Participant(s) (in case of shares held in demat form) or with Link Intime (in case of shares held in physical form).
As per the Circulars issued by MCA and SEBI, the Annual Report will be sent through electronic mode to only those Members whose
e-mail IDs are registered with the RTA of the Company/ Depository Participant.
Members may also note that the Notice of the 34th AGM and the Annual Report for the Financial Year 2023-24 will be available on the
Company’s website viz. www.adf-foods.com; websites of the Stock Exchanges i.e. National Stock Exchange of India Limited and BSE
Limited at www.nseindia.com and www.bseindia.com, respectively.
20. Nomination facility for shares is available for Members. For Members holding shares in physical form, the prescribed form can be
obtained from the Company’s RTA, Link Intime having address at C-101, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (W), Mumbai
- 400 083. For Members holding shares in electronic form, you are requested to approach your Depository Participant for the same.
21. To support the ‘Green Initiative’ Members who have not registered their e-mail addresses are requested to register their e-mail ids with
Link Intime for receiving the Annual Report and other communications through electronic mode pursuant to Section 101 and Section
136 of the Act read with the Companies (Management and Administration) Rules, 2014, as amended from time to time.
22. The Company has sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN,
KYC details and Nomination pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/POD1/P/CIR/2023/70 dated 17th May, 2023
(superseding the SEBI Circular No. SEBI/HO/MIRSD/MIRSDPoD-1/P/CIR/2023/37 dated 16th March, 2023) read with SEBI Circular
No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated 17th November, 2023. Members are requested to furnish the relevant forms i.e.
KYC Form, ISR 1, 2, 3, etc. along with necessary documents to the Company’s RTA, Link Intime. The RTA will be able to process the
service request or complaint of the Member(s)/ claimant(s) only if the KYC and other aforesaid details are updated with them.
23. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022
has mandated the listed companies to issue securities in demat form only while processing service requests viz. issue in lieu of Duplicate
securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/
Splitting of securities certificate; Consolidation of securities certificates/ folios; Transmission and Transposition. Accordingly, Members
are requested to make service requests by submitting a duly filled and signed Form ISR – 4, the format of which is available on the
website of the Company and the RTA at https://adf-foods.com/investors/corporate/ and https://web.linkintime.co.in/client-downloads.
html, respectively.

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Statutory Reports
Financial Statements

Members holding equity shares of the Company in physical form are requested to kindly get their equity shares converted into demat/
electronic form to get inherent benefits of dematerialization and also considering that physical transfer of equity shares/ issuance of
equity shares in physical form have been disallowed by SEBI.
24. Voting through electronic means:
In compliance with the provisions of Section 108 of the Act and the Rules framed thereunder, the Members are provided with the facility
to cast their vote electronically, through the e-voting services provided by Link Intime, on all resolutions set forth in this Notice.
The instructions for e-voting are as under:
I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration)
Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 (Amended Rules 2015) and
Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company is pleased to provide Members the facility to exercise their right to vote at the 34th Annual General Meeting (“AGM”) by
electronic means and the business may be transacted through e-voting Services. The facility of casting the votes by the Members using
an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by Link Intime India Private
Limited (“Link Intime”).
The facility for e-Voting shall also be made available at the AGM and the Members attending the Meeting who have not cast their vote
by remote e-Voting shall be able to exercise their right to vote at the Meeting through e-Voting.
II. The Member(s) who have cast their vote by remote e-Voting prior to the AGM, may also attend/ participate in the AGM through VC/
OAVM but shall not be entitled to cast their vote again.
III. The remote e-voting period commences on Monday, 29th July, 2024 and ends on Wednesday, 31st July, 2024. During this period, Members
of the Company holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Friday, 26th July, 2024, may
cast their vote by remote e-voting. Remote e-voting shall not be allowed beyond the said date and time. The remote e-voting module
shall be disabled by Link Intime for voting thereafter. Once the vote on a Resolution is cast by the Member, the Member shall not be
allowed to change it subsequently.
A person who is a Member as on the cut-off date shall only be entitled for availing the remote e-voting facility or e-voting at the Meeting.
A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
IV. The process and manner for remote e-voting is as under:
As per the SEBI circular dated 9th December, 2020, individual shareholders holding securities in demat mode can register directly with
the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:
1. Individual Shareholders holding securities in demat mode with NSDL:
METHOD 1 - If registered with NSDL IDeAS facility
Users who have registered for NSDL IDeAS facility:
a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime
InstaVote website for casting the vote during the remote e-voting period.
or
User not registered for IDeAS facility:
a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.

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e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime
InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown
on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime
InstaVote website for casting the vote during the remote e-voting period.

2. Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest
Users who have registered/ opted for Easi/Easiest
a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e.,
LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime
InstaVote website for casting the vote during the remote e-voting period.
or
Users not registered for Easi/Easiest
a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/
myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime
InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be
redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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Statutory Reports
Financial Statements

3. Individual Shareholders (holding securities in demat mode) login through their depository participants:
Individual shareholders can also login using the login credentials of your demat account through your depository participant registered
with NSDL/CDSL for e-voting facility.
a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you
can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be
redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in
demat mode is given below:
Individual Shareholders of the company, holding shares in physical form/ Non-Individual Shareholders holding securities in demat
mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:
1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in
2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -
A. User ID: Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company.
Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID;
Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the
Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable).
C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/
MM/YYYY format)
D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
*Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
*Shareholders holding shares in NSDL form, shall provide ‘D’ above
ƒ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*),
at least one numeral, at least one alphabet and at least one capital letter).
ƒ Click “confirm” (Your password is now generated).
3. Click on ‘Login’ under ‘SHARE HOLDER’ tab.
4. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.
2. E-voting page will appear.
3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire
Resolution details, click on the ‘View Resolution’ file link).
4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm
your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of Link
Intime at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to
upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature

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Annual Report 2023-24

of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify
the same.

STEP 1 – Registration
a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign
up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.
[email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID
i.e., IN00000012345678
ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall
be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:
Method 1 - Votes Entry
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote
evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire
Resolution details, click on the ‘View Resolution’ file link).
f) After selecting the desired option i.e., Favour / Against, click on ‘Submit’.
g) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and
accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
or

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Statutory Reports
Financial Statements

Votes Upload:
a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select ‘View’ icon for ‘Company’s Name / Event number ‘. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option ‘Favour / Against’ in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be
allowed to modify or change it subsequently).

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:
Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.
co.in or contact on: - Tel: 08108116767.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login
through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk by sending a request at
securities in demat mode with NSDL [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by sending a request at
securities in demat mode with CDSL [email protected] or contact at toll free no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:
If an Individual Shareholders holding securities in Physical mode has forgotten the USER ID [Login ID] or Password or both then the
shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
ƒ Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’
ƒ Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the
password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI,
Bank Account Number (last four digits) etc. as mentioned above. The password should contain minimum 8 characters, at least one special
character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.
User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with
the Company
User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID
User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:
If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the
shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in
ƒ Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’
ƒ Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.
In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the
password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank
Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special
character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:
Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at
abovementioned depository/ depository participant’s website.
ƒ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
ƒ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this
Notice.
ƒ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular
“Event”.

1. Process and manner for attending the Annual General Meeting through InstaMeet:
Open the internet browser and launch the URL: https://instameet.linkintime.co.in & Click on “Login”.
▶ Select the “Company” and ‘Event Date’ and register with your following details: -
A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No
ƒ Shareholders/ members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID
ƒ Shareholders/ members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit
Client ID
ƒ Shareholders/ members holding shares in physical form shall provide Folio Number registered with the Company
B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository
Participant (DP)/ Company shall use the sequence number provided to you, if applicable).
C. Mobile No.: Enter your mobile number.
D. Email ID: Enter your email id, as recorded with your DP/Company.
▶ Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).
Please refer the instructions (Annexure) for the software requirements and kindly ensure to install the same on the device which
would be used to attend the meeting. Please read the instructions carefully and participate in the meeting. You may also call upon the
InstaMeet Support Desk for any support on the dedicated number provided to you in the instruction/ InstaMEET website.

Instructions for Shareholders/ Members to Speak during the Annual General Meeting through InstaMeet:
1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the company on the
[email protected].
2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.
3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.
4. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.
5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your
device.
Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for
speaking.

Instructions for Shareholders/ Members to Vote during the Annual General Meeting through InstaMeet:
Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised
their vote through the remote e-voting can cast the vote as under:
1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received
during registration for InstaMEET and click on ‘Submit’.

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Financial Statements

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of
votes) as on the cut-off date under ‘Favour/Against’.
5. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box
will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify
your vote.
6. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.
Note: Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote
on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility
during the meeting. Shareholders/ Members who have voted through remote e-Voting prior to the Annual General Meeting will be eligible
to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.
Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.
Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance
during the meeting.
Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot
may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection
to mitigate any kind of aforesaid glitches.
In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to [email protected] or contact
on: - Tel: 022-49186175.

Annexure
Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET
For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are
registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as
under:
a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads.html/

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Step 1 Enter your First Name, Last Name and Email ID and click on Join Now.
1 (A) If you have already installed the Webex application on your device, join the meeting by clicking on Join Now
1 (B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a
temporary application.
Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the
meeting by clicking on Join Now

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Financial Statements

a) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as
under:

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Annual Report 2023-24

25. Dividend related information:

1. Pursuant to SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 7th May, 2024, SEBI has mandated
the security holders (holding securities in physical form) to submit their PAN (i.e. linked with Aadhaar Number), Choice of
Nomination, Contact details (Postal Address with PIN Code), Mobile Number, Bank Account details and Specimen Signature in
their corresponding folios. However, the security holder(s) whose folio does not have PAN, KYC and Nomination shall be eligible:
a) To lodge any grievance or avail of any service request from RTA, only after furnishing the PAN, KYC details and Nomination;
b) To receive any payment including dividend, interest or redemption amount (which would be only through electronic mode
w.e.f. 1st April, 2024) only after compliance with the above stated requirements.
Please note that as per the SEBI mandate, the Company shall not process the dividend through warrants or demand drafts or
banker’s cheque to the Members holding shares in physical form, whose KYC details are not updated with the Company/RTA
against their Folio(s).
If a security holder updates the PAN, Choice of Nomination, Contact Details including Mobile Number, Bank Account Details and
Specimen Signature after 1st April, 2024, then the security holder would receive all the dividends declared during that period (from
1st April, 2024 till date of updation) pertaining to the securities held after the said updation automatically through electronic mode.
Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/
faqfiles/jan-2024/1704433843359.pdf.
Members who have not updated their bank account details for receiving dividend are requested to follow the below
instructions:
Physical Holding Register/Update the KYC details with the RTA, Link Intime India Private Limited in the prescribed form
(ISR-1) along with the supporting documents and other relevant forms.
Demat Holding Register/Update the details in the demat account as per the process advised by your Depository Participant.
The forms for updation of PAN, KYC, Bank Details, Nomination, Contact Details, Email, etc. viz., Forms ISR-1, ISR-2, ISR-3, SH-
13 are available on the website of the Company at https://adf-foods.com/investors/corporate and on the website of our RTA, Link
Intime India Private Limited at https://liiplweb.linkintime.co.in/KYC-downloads.html.
2. Shareholders may note that the Income Tax Act, 1961, as amended by the Finance Act, 2020, mandates that dividends paid or
distributed by a Company after 1st April, 2020 shall be taxable in the hands of the Shareholders. The Company shall therefore be
required to deduct Tax at Source (TDS) at the time of making the final dividend. In order to enable us to determine the appropriate
TDS rate as applicable, Members are requested to submit the documents in accordance with the provisions of the Income Tax Act,
1961.
a) For Resident Shareholders, TDS shall be made under Section 194 of the Income Tax Act, 1961 at 10% on the amount of
Dividend declared and paid by the Company during Financial Year 2023-24 provided PAN is registered by the Shareholder. If
PAN is not registered, TDS would be deducted at 20% as per Section 206AA of the Income Tax Act, 1961.
However, no tax shall be deducted on the Dividend payable to a resident individual if the total dividend to be received by them
during Financial Year 2023-24 does not exceed Rs. 5,000. Please note that this includes the future dividends if any which may
be declared by the Board in the Financial Year 2023-24.
Separately, in cases where the shareholder provides Form 15G (applicable to any person other than a Company or a Firm or
HUF)/Form 15H (applicable to an Individual above the age of 60 years), provided that the eligibility conditions are being met,
no TDS shall be deducted.
b) For Non-resident Shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 of the
Income Tax Act, 1961 at the rates in force. As per the relevant provisions of the Income Tax Act, 1961, the withholding tax
shall be at the rate of 20% (plus applicable surcharge and cess) on the amount of dividend payable to them. However, as per
Section 90 of the Income Tax Act, 1961, the non-resident shareholder has the option to be governed by the provisions of the
Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the shareholder, if they are more
beneficial to them. For this purpose, i.e. to avail the Tax Treaty benefits, the non-resident shareholder will have to provide the
following:
ƒ Self-attested copy of Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the
shareholder is resident.

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Financial Statements

ƒ Self-declaration in Form 10F if all the details required in this form are not mentioned in the TRC.
ƒ Self-attested copy of the Permanent Account Number (PAN Card) allotted by the Indian Income Tax authorities.
ƒ Self-declaration certifying the following points:
i. Member is and will continue to remain a tax resident of the country of its residence during the Financial Year
2023-24;
ii. Member is eligible to claim the beneficial DTAA rate for the purposes of tax withholding on dividend declared by
the Company;
iii. Member has no reason to believe that its claim for the benefits of the DTAA is impaired in any manner;
iv. Member is the ultimate beneficial owner of its shareholding in the Company and dividend receivable from the
Company; and
v. Member does not have a taxable presence or a permanent establishment in India during the Financial Year 2023-24.
3. Please note that the Company is not obligated to apply the beneficial DTAA rates at the time of tax deduction/withholding on
dividend amounts. Application of beneficial DTAA Rate shall depend upon the completeness and satisfactory review by the
Company, of the documents submitted by non-resident shareholder.
Accordingly, in order to enable us to determine the appropriate TDS/ withholding tax rate applicable, we request you to provide
these details and documents as mentioned above before 26th July, 2024.
4. Kindly note that the aforementioned documents are required to be submitted to the RTA of the Company at C-101, 247 Park, LBS
Marg, Vikhroli (West), Mumbai - 400 083 Tel. No.: 08108116767, Fax: (022) 4918 6060, e-mail: [email protected] or to
the Company at [email protected]. on or before Friday, 26th July, 2024 in order to enable the Company to determine and
deduct appropriate TDS/ withholding tax rate. Alternatively, the shareholders can also send the aforementioned documents on the
following e-mail id: [email protected] No communication on the tax determination/ deduction shall be entertained
post the said date. It may be further noted that in case the tax on said dividend is deducted at a higher rate in absence of receipt of
the aforementioned details/ documents from you, there would still be an option available with you to file the return of income and
claim an appropriate refund, if eligible.
5. We shall arrange to e-mail the soft copy of TDS certificate to you at your registered e-mail ID in accordance with the provisions of
the Income Tax Act, 1961 after filing of the quarterly TDS Returns of the Company, post payment of the said Dividend.
26. Other Instructions
Mr. Sanjay S. Risbud, Practicing Company Secretary has been appointed as Scrutinizer for the purpose of e-Voting and voting at
the AGM. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM,
thereafter unblock the votes cast through remote e-Voting and make, not later than two working days of conclusion of the AGM, a
consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in
writing, who shall countersign the same.
The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company and Link Intime India Pvt. Ltd.
immediately after declaration of results by the Chairman or person authorized by him in writing. The results would be communicated to
BSE Limited/ National Stock Exchange of India Limited and will be placed on their website thereafter. The result will also be displayed
on the Notice Board of the Company at its Registered Office and the Corporate Office.

Mumbai, 9th May, 2024 By order of the Board

For ADF FOODS LIMITED
Regd. Office:
83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat
Tel.: 0268-2551381/2, Fax: 0268-2565068;
E-mail: [email protected]; Shalaka Ovalekar
website: www.adf-foods.com Company Secretary
CIN: L15400GJ1990PLC014265 Membership No.: A15274

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Explanatory Statement Pursuant to Section 102(1)

of the Companies Act, 2013
Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 102(1) of
the Companies Act, 2013, the following Explanatory Statement sets out all material facts relating to Item Nos. 4 to 7 of the Notice.

Item No. 4:
Appointment of M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) as the Statutory
Auditors of the Company and to fix their remuneration.
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Firm Registration No. 104607W/W100166) have been the Statutory
Auditors of the Company since their first appointment at the Annual General Meeting (“AGM”) of the Company held on 24th September,
2014. Pursuant to the provisions of the Section 139 of the Companies Act, 2013 (“the Act”), read with applicable rules framed thereunder,
the term of the present Statutory Auditors expires at the conclusion of this AGM. The Board of Directors place on record their appreciation
for the services rendered by M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants.
Accordingly, the Board of Directors of the Company has, based on the recommendation of the Audit Committee, at its meeting held on
9th May, 2024, proposed the appointment of M/s. M S K A & Associates, Chartered Accountants (Firm Registration No. 105047W) as the
Statutory Auditors of the Company for a term of 5 (five) consecutive years, to hold office from the conclusion of this AGM till the conclusion
of 39th AGM to be held in the calendar year 2029.
M/s. M S K A & Associate have consented to the aforesaid appointment and confirmed that their appointment, if made, will be in accordance
with the provisions of the Sections 139, 141 and other relevant provisions of the Act and the Companies (Audit and Auditors) Rules, 2014.

Details as required under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 are as under:
The fee proposed to be paid to M/s. M S K A & Associates, Chartered Accountants towards Statutory Audit for Financial Year 2024-25 shall
not exceed 26.50 lakhs, plus out of pocket expenses, with the authority to the Board to make revisions as it may deem fit for the balance term,
based on the recommendation of the Audit Committee.
The fee for services in the nature of statutory certifications and other permissible non-audit services will be in addition to the statutory audit
fee as above, and will be decided by the management in consultation with the Statutory Auditors. The provision of such permissible non-
audit services will be reviewed and approved by the Audit Committee.
There is no material change in the proposed fee for the auditor from that paid to the outgoing auditor.
The Audit Committee and the Board of Directors, while recommending the appointment of M/s. M S K A & Associates, Chartered
Accountants as the Statutory Auditors of the Company, have taken into consideration, among other things, the credentials of the firm and
partners, proven track record of the firm and eligibility criteria prescribed under the Act.
M/s. M S K A & Associates, Chartered Accountants (ICAI Firm Registration No. 105047W):
Established in 1978, M S K A & Associates is an Indian partnership firm registered with the Institute of Chartered Accountants of India
(ICAI) and the US Public Company Accountancy Oversight Board (PCAOB) having offices across 12 cities in India at Mumbai, Gurugram,
Chandigarh, Kolkata, Ahmedabad, Chennai, Goa, Pune, Bengaluru, Kochi, Hyderabad and Coimbatore. The audit firm has a valid peer
review certificate.
The Firm primarily provides audit and assurance services, tax and advisory services, to its clients. The Firm’s Audit and Assurance practice
has significant experience across various industries, markets and geographies.
None of the Directors or Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested (financially
or otherwise), in the proposed resolution mentioned at Item No. 4 except to the extent of their shareholding in the Company.
The Board recommends passing of the resolution as set out at Item No. 4 as an Ordinary Resolution.

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Item No. 5:
Appointment of Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050) as an Independent Director of the Company.
Pursuant to Section 161 of the Companies Act, 2013 (“the Act”), the Board of Directors, on recommendation of Nomination & Remuneration
Committee, vide Resolutions dated 9th May, 2024, appointed Mr. M. M. Srivastava, IAS, (Retd.), (DIN: 02190050) as an Additional Director
in the category of Independent Director of the Company for a term of 5 (five) years commencing from 9th May, 2024 and ending on 8th May,
2029 (both days inclusive), subject to the approval of Members of the Company through Special Resolution. The Company has received the
following from Mr. Srivastava:
i. consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors)
Rules, 2014;
ii. intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is
not disqualified under the provisions of Section 164(2) of the Act;
iii. a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”);
iv. a declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated 20th June, 2018, and NSE Circular No. NSE/ CML/2018/24
dated 20th June, 2018 that he has not been debarred from holding office of a Director by virtue of any order passed by the Securities
and Exchange Board of India or any other such authority and that he is not aware of any circumstances or situation which exist or may
be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgement and
without any external influence;
v. certificate of registration with the Independent Director’s Databank maintained by the Indian Institute of Corporate Affairs in
compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.
The Company has also received a notice in writing by a member proposing his candidature under Section 160(1) of the Act.
In the opinion of the Board, Mr. Srivastava fulfils the conditions specified under the Act read with Rules made thereunder and Listing
Regulations for appointment as an Independent Director of the Company and he is independent of the management. The Board considers
that Mr. Srivastava possesses the skills, capabilities and proficiency required for the role and his association would be of immense benefit to
the Company and it is desirable to continue to avail the services of Mr. Srivastava as an Independent Director.
Further, Regulation 17(1A) of the Listing Regulations inter alia, provides that no listed company shall appoint a person or continue the
directorship of any person as a non-executive director who has attained the age of 75 (seventy five) years unless such appointment is approved
by the members by passing a special resolution. Since, Mr. Srivastava will attain the age of 75 years during his term as an Independent
Director, his continuation beyond the age of 75 years requires the approval of Members by way of a Special Resolution.
Further, pursuant to Regulation 17(1C) of the Listing Regulations, a director can be appointed subject to approval of the Members to be
obtained at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Accordingly, the
appointment of Mr. Srivastava as an Independent Director, not liable to retire by rotation, is now being placed before the Members for their
approval, by way of the Special Resolution, for a term of 5 (five) years commencing from 9th May, 2024 and ending on 8th May, 2029 (both
days inclusive). During the tenure, he shall be paid remuneration by way of sitting fees for the Meetings of the Board and its Committees as
may be decided by the Board from time to time.
Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of
India are set out in the Annexure to the Statement setting out material facts.
The copy of the draft letter of appointment setting out the terms and conditions of appointment of Mr. Srivastava along with other documents
referred to in the Notice and the Explanatory Statement, shall be open for inspection through electronic mode during business hours on
normal working days upto the date of Annual General Meeting to be held on Thursday, 1st August, 2024. Members can inspect the same by
sending an e-mail to [email protected] in that regard, by mentioning “Request for Inspection” in the subject of the e-mail. The
letter containing the terms and conditions of appointment of Independent Director is also available on the Company’s website at www.adf-
foods.com.

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Save and except Mr. Srivastava, being an appointee, and his relatives, none of the other Directors and/or Key Managerial Personnel and/or
their relatives are in any way concerned or interested (financially or otherwise), in the proposed resolution mentioned at Item No. 5 except
to the extent of their shareholding in the Company.
The Board recommends passing of the resolution as set out at Item No. 5 as a Special Resolution.

Item No. 6:
Appointment of Mr. Shivaan B. Thakkar to hold an office or place of profit in the Company.
Mr. Shivaan B. Thakkar being a relative of the Managing Director in terms of applicable provisions of the Companies Act, 2013, if appointed,
will hold the office or place of profit in the Company. Previously, he was appointed as Manager - Business and Strategy Development in
the Company for a period of three years w.e.f. 15th February, 2019 by the Board of Directors of the Company vide its Resolution dated 12th
February, 2019. Further, the Board of Directors in its meeting held on 29th July, 2021 had promoted him as ‘Senior Manager - Business &
Strategy Development’ to commensurate his good performance and additional responsibilities assumed by him. His responsibilities included
Management of Agency Distribution Business, New Product Development, Development of Private Label Customers and Strengthening of
Procurement Function.
Later, Mr. Shivaan B. Thakkar took a sabbatical leave for completing his post-graduation from Harvard Business School.
The Members may note that, Mr. Shivaan B. Thakkar will be completing his Master’s in Business Administration by end of May, 2024 from
Harvard Business School in addition to holding Bachelor’s degree in financial economics from Columbia University, New York. He has over
5 (five) years of experience in business management including 3 (three) years with the Company prior to taking sabbatical.
Considering Shivaan’s qualification and experience, it would be beneficial for the Company to appoint him as Senior Vice President - USA
Business, entrusting him the responsibility of development and management of the business of the Company’s US Subsidiaries.
Accordingly, on the recommendation of the Nomination & Remuneration Committee and the Audit Committee, the Board of Directors in
its Meeting held on 9th May, 2024 approved the appointment of Mr. Shivaan B. Thakkar w.e.f. 1st September, 2024 till 30th September, 2027.
The Board of Directors has recommended the following remuneration based on market trend and to commensurate his skills, experience
and additional responsibilities to be handled by him and designate him as ‘Senior Vice President - US Business’ .
For the first year of appointment – from 1st September, 2024 till 30th September, 2025:

I. Fixed Pay:
a) Annual Fixed Retainer Fees - equivalent to US$ 175,000.00 per annum.
b) Additional bonus - equivalent to US$ 40,000.00.The said bonus will be paid out within the first month of the employment.

II. Variable pay:

Commission @ 1% of Net Sales of North America Business to which Mr. Shivaan B. Thakkar is directly responsible.

III. Other benefits:

i. Reimbursement of the expenses including but not limited to the following expenses actually and properly incurred by him for the
business of the Company including travel, hotel stay and accommodation and other related expenses for himself incurred in India
and abroad;
ii. Provision of a car for use on Company’s business;
iii. Telephone at residence for official purpose;
iv. Expenses incurred in respect of books and periodicals at actual against submission of supporting(s);
v. Subscription or reimbursement of club fees on actual basis;
vi. Medical & Health Insurance, Travel and Accidental Insurance at actual;
vii. Paid time off and paid holidays as per the Company policy.
The abovementioned remuneration will be paid by the Company and/or by its US Subsidiary/Subsidiaries, in combination;
The appointment may be terminated by either side by giving three months’ notice or three months’ salary in lieu of notice period.

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For the subsequent years, the revision in the remuneration, variable pay and designation for the remaining tenure of the employment
contract of Mr. Shivaan B. Thakkar shall be fixed by the Board of Directors of the Company (subject to maximum increase of 15% p.a. in
the fixed pay).
In terms of Section 188(1)(f) of the Companies Act, 2013 read with Rule 15(3)(b) of the Companies (Meetings of Board and its Powers) Rules
2014, prior approval of the Members is required to be obtained if the monthly remuneration of a person holding office or place of profit in
the Company exceeds Rs. 2,50,000/-.
As the proposed remuneration exceeds the aforesaid prescribed limits of Rs. 2,50,000/- per month, approval of the Members is required.
The information as required in accordance with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, read with SEBI
circular dated 22nd November, 2021 and 30th March, 2022 as amended from time to time, as well as pursuant to Section 102 of the Companies
Act, 2013 is as under:

Name of the Related Party : Mr. Shivaan B. Thakkar

Name of the Directors and Key Managerial Personnel who is related : Mr. Bimal R. Thakkar, Chairman, Managing Director and
C.E.O.
Nature of relationship : Mr. Shivaan B. Thakkar is son of Mr. Bimal R. Thakkar.
Nature, material terms, monetary value and particulars of the contract : The terms of appointment and remuneration of Mr. Shivaan
or arrangement B. Thakkar shall be as per details provided in Resolution No.
6.
The remuneration as stated in Resolution No. 6 will be
effective from 1st September, 2024 till 30th September, 2025.
Designation will be Senior Vice President - US Business.
The revision in remuneration and designation for the
remaining tenure of the contract shall be fixed by the Board
of Directors of the Company.
Mr. Shivaan B. Thakkar holds 28,94,505 (2.63%) equity shares
in the Company.
Any other information relevant or important for the Members to take a : Qualification: MBA from Harvard Business School, B.A. in
decision on the proposed Resolution Financial Economics from Columbia University, New York.
The proposed transaction is on arm’s length basis and is in the
ordinary course of business.
The Particulars of the Related Party contract pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 in accordance with SEBI Circular dated 22nd November, 2021 and 30th March, 2022 are as under:

A Type, material terms and particulars of the proposed transaction Employment contract
The terms of appointment and remuneration of Mr. Shivaan B.
Thakkar shall be as per details provided in Resolution No. 6.
The remuneration as stated in Resolution No. 6 will be effective
from 1st September, 2024 till 30th September, 2025.
Designation will be Senior Vice President - US Business.
The revision in remuneration and designation for the remaining
tenure of the contract shall be fixed by the Board of Directors of
the Company.
Mr. Shivaan B. Thakkar holds 28,94,505 (2.63%) equity shares in
the Company.

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 ADF Foods Limited
Annual Report 2023-24

B Name of the Related Party and its relationship with the listed Mr. Shivaan B. Thakkar
entity or its subsidiary including nature of its concern or interest Person in place of profit
(financial/otherwise)
Financial interest
C Tenure of the proposed transaction 1st September, 2024 to 30th September, 2027.
D Value of the proposed transaction From 1st September, 2024 till 30th September, 2025:
I. Fixed Pay:
a) Annual Fixed Retainer Fees - equivalent to US$
175,000.00 per annum.
b) Additional bonus - equivalent to US$ 40,000.00. The
said bonus will be paid out within the first month of the
employment.
II. Variable pay:
Commission @ 1% of Net Sales of North America Business to
which Mr. Shivaan B. Thakkar is directly responsible.
The revision in the remuneration, variable pay and designation for
the remaining tenure of the employment contract of Mr. Shivaan
B. Thakkar shall be fixed by the Board of Directors of the Company
(subject to maximum increase of 15% p.a. in the fixed pay).
E The percentage of the Company’s annual consolidated turnover, 0.35% of the consolidated turnover of the Company.
for the immediately preceding financial year, that is represented
(The proposed fixed pay for FY 2024-25 is taken into consideration
by the value of the proposed transaction (and for a RPT
for the percentage calculation)
involving a subsidiary, such percentage calculated on the basis
of the subsidiary’s annual turnover on a standalone basis shall be
additionally provided)
F If the transaction relates to any loans, inter-corporate deposits, Not Applicable
advances or investments made or given by the listed entity or its
subsidiary:
i) details of the source of funds in connection with the proposed
transaction;
ii) where any financial indebtedness is incurred to make or give
loans, inter-corporate deposits, advances or investments,
y nature of indebtedness;
y cost of funds; and
y tenure;
iii) applicable terms, including covenants, tenure, interest rate
and repayment schedule, whether secured or unsecured; if
secured, the nature of security; and
iv) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT

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Statutory Reports
Financial Statements

G Justification as to why the RPT is in the interest of the listed entity Mr. Shivaan B. Thakkar will be completing his Master’s in Business
Administration by the end of May, 2024 from Harvard Business
School in addition to holding Bachelor’s degree in Financial
Economics from Columbia University, New York.
Mr. Shivaan has over 5 (five) years of experience in business
management including 3 (three) years with the Company i.e. ADF
Foods Limited prior to taking sabbatical for pursuing his Master’s
from Harvard. In his previous role with the Company, he worked
as the Senior Manager- Business & Strategy Development.
Considering his qualification and experience it would be beneficial
to the Company to appoint him as Senior Vice President - USA
Business, entrusting him the responsibility of development and
management of the Company’s US business.
H A copy of the valuation or other external party report, if any such Not Applicable
report has been relied upon
I Percentage of the counter-party’s annual consolidated turnover Not Applicable
that is represented by the value of the proposed RPT on a
voluntary basis
J Any other information relevant or important for the Members to The proposed transaction is on arm’s length basis and is in the
make a decision on the proposed transaction ordinary course of business.

The Nomination & Remuneration Committee, the Audit Committee and the Board of Directors have approved this item in their Meetings
held on 9th May, 2024 and recommended the above Resolution for the approval of Members of the Company as an Ordinary Resolution.
Further, pursuant to second proviso of Section 188(1) of the Companies Act, 2013, no Member shall vote on such resolution, to approve any
contract or arrangement which may be entered by the Company, if such Member is a related party. Also, pursuant to Regulation 23(4) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no related party shall vote to approve such resolution, whether
the entity is a related party to the said contract or not.
The draft copy of the Agreement setting broad terms and conditions will be available for electronic inspection without any fee by the
Members from the date of circulation of this Notice until the last date of voting. Members seeking to inspect such documents can send an
email to [email protected].
Except, Mr. Bimal R. Thakkar (being relative of Mr. Shivaan B. Thakkar) and his relatives to the extent of their shareholding interest in the
Company, none of the other Directors, Key Managerial Personnel and their relatives are concerned or interested, financially or otherwise, in
the proposed resolution mentioned at Item No. 6.
The Board recommends passing of the resolution as set out at Item No. 6 as an Ordinary Resolution.

Item No. 7:
Omnibus Approval of Related Party Transaction with Vibrant Foods New Jersey LLC, Step Down Subsidiary of the
Company.
Pursuant to provisions of Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014,
no contract or arrangement with the Related Party, in the case of a company having a paid-up share capital of not less than such amount,
or transactions not exceeding such sums, as may be prescribed, shall be entered into except with the prior approval of the company by a
resolution.
Further, as per the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a
transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with
previous transactions during a financial year, exceeds Rupees One Thousand Crores or ten percent of the annual consolidated turnover of
the listed entity as per the last audited financial statements of the listed entity, whichever is lower. All material related party transactions shall
require prior approval of the shareholders through Ordinary Resolution.

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Annual Report 2023-24

Further, as per SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2022/47 dated 8th April, 2022 the validity of omnibus shareholders’ approval
for material related party transactions approved in an Annual General Meeting (“AGM”) shall be valid upto the date of the next AGM for
a period not exceeding fifteen months. In case of omnibus approvals for material related party transactions, obtained from shareholders in
general meetings other than AGMs, the validity of such omnibus approvals shall not exceed one year.
In this regard, it is proposed to avail omnibus approval of the Members of the Company to enter into related party transaction for sale,
purchase or supply of any goods or materials, leasing of property and/ or availing/ rendering of any services by the Company directly or
through its wholly owned subsidiaries with Vibrant Foods New Jersey LLC.

The Particulars of the Related Party contract pursuant to Para 3 of Explanation (1) to Rule 15 of the Companies (Meeting of Board and its
Powers) Rules, 2014 and the information as required in accordance with SEBI Circular dated 22nd November, 2021 and 30th March, 2022 and
8th April, 2022 as amended from time to time is as under:

Name of the Director/ Key Managerial Personnel Mr. Bimal R. Thakkar is a Director of Vibrant Foods New Jersey LLC.
who is related, if any
Nature of relationship Step Down Non Wholly Owned Subsidiary
Nature, material terms, monetary value and Sale, purchase or supply of any goods or materials, leasing of property and/ or availing/
particulars of the contract or arrangement rendering of any services
The monetary value of the proposed transaction is upto Rs. 125.00 Crore.
Duration of Contract is from the date of this AGM upto the date of the next AGM for
a period not exceeding fifteen months.
Any other information relevant or important The proposed transaction is on arm’s length basis and is in the ordinary course
for members to take a decision on the proposed of business
resolution

The Particulars of the Related Party contract pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, in accordance with SEBI Circular dated 22nd November, 2021 and 30th March, 2022 as under :

A Type, material terms and particulars of the proposed transaction Sale, purchase or supply of any goods or materials, leasing of
property and/ or availing/ rendering of any services
B Name of the Related Party and its relationship with the listed Vibrant Foods New Jersey LLC
entity or its subsidiary including nature of its concern or interest Step Down Non Wholly Owned Subsidiary
(financial/otherwise) Financial interest
C Tenure of the proposed transaction From the date of this AGM upto the date of the next AGM for a
period not exceeding fifteen months.
D Value of the proposed transaction The monetary value of the proposed transaction is upto Rs.
125.00 Crore.
E The percentage of the Company’s annual consolidated turnover, Expected percentage is 24% of the consolidated turnover of the
for the immediately preceding financial year, that is represented Company.
by the value of the proposed transaction (and for a RPT
involving a subsidiary, such percentage calculated on the basis
of the subsidiary’s annual turnover on a standalone basis shall be
additionally provided)

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Statutory Reports
Financial Statements

F If the transaction relates to any loans, inter-corporate deposits, Not Applicable

advances or investments made or given by the listed entity or its
subsidiary:
i) details of the source of funds in connection with the proposed
transaction;
ii) where any financial indebtedness is incurred to make or give
loans, inter-corporate deposits, advances or investments,
ƒ nature of indebtedness;
ƒ cost of funds; and
ƒ tenure;
iii) applicable terms, including covenants, tenure, interest rate
and repayment schedule, whether secured or unsecured; if
secured, the nature of security; and
iv) the purpose for which the funds will be utilized by the
ultimate beneficiary of such funds pursuant to the RPT
G Justification as to why the RPT is in the interest of the listed entity The Company’s Step Down Non Wholly Owned Subsidiary
Vibrant Foods New Jersey LLC has an expertise in distribution
of the products to retail chains in some of the markets in the US.
Hence, routing the Company’s brand business in these markets
through Vibrant Foods New Jersey LLC will enable direct reach
to the retailers, better push of its products for market penetration
and optimization of margins.
H A copy of the valuation or other external party report, if any such Not Applicable
report has been relied upon
I Percentage of the counter-party’s annual consolidated turnover Not Applicable
that is represented by the value of the proposed RPT on a
voluntary basis
J Any other information relevant or important for the Members to The proposed transaction is on arm’s length basis and is in the
make a decision on the proposed transaction ordinary course of business

Further, the monetary value of the above stated transaction is likely to exceed 10% of the Annual Consolidated Turnover of the Company
as per the last audited financial statements of the Company for Financial Year 2023-24. Accordingly, the transaction shall be categorized as
‘Material Related Party Transactions’ in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Hence, the said transactions has been placed for the approval of the Members.
Further, pursuant to second proviso of Section 188(1) of the Companies Act, 2013, no Member shall vote on such resolution, to approve any
contract or arrangement which may be entered by the Company, if such Member is a related party. Also, pursuant to Regulation 23(4) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, no related party shall vote to approve such resolution, whether
the entity is a related party to the said contract or not.
The Audit Committee and the Board of Directors have approved this item in their Meetings held on 9th May, 2024 and recommend the above
Resolution for the approval of Members of the Company as an Ordinary Resolution.
The draft copy of the Agreement setting broad terms and conditions will be available for electronic inspection without any fee by the
Members from the date of circulation of this Notice until the last date of voting. Members seeking to inspect such documents can send an
email to [email protected].
Mr. Bimal R. Thakkar and his relatives, are deemed to be interested in the above resolution to the extent of their shareholding interest, if any,
in the Company.

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 ADF Foods Limited
Annual Report 2023-24

Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned
or interested, financially or otherwise, in the proposed resolution mentioned at Item No. 7.
The Board recommends passing of the resolution as set out at Item No. 7 as an Ordinary Resolution.

Mumbai, 9th May, 2024 By order of the Board

For ADF FOODS LIMITED
Regd. Office:
83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat
Tel.: 0268-2551381/2, Fax: 0268-2565068;
E-mail: [email protected]; Shalaka Ovalekar
website: www.adf-foods.com Company Secretary
CIN: L15400GJ1990PLC014265 Membership No.: A15274

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Statutory Reports
Financial Statements

Annexure to Item No. 3 & 5 of the Notice of the AGM

Pursuant to Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, the required details of the Directors proposed to be appointed and the
terms of proposed remuneration of the Directors are given herein below:

Name Mr. Viren Merchant Mr. M. M. Srivastava, IAS, (Retd.).

Category Non-Executive Non-Independent Director Non-Executive Independent Director
Date of Birth / Age 15th October, 1965 / 58 years 23rd July,1952 / 71 years
DIN 00033464 02190050
Date of first appointment on the 3rd November, 2005 9th May, 2024
Board
Qualifications Mr. Viren Merchant holds a degree in Bachelor Mr. M. M. Srivastava, IAS, (Retd.) has graduated
of Science. in Science from Delhi University and has
completed his Masters in Physics from Delhi
University. He has also done MBA (Marketing)
from University of Ljubljana, Slovenia.
Experience, Nature of expertise in Mr. Viren A. Merchant has decades of Mr. M. M. Srivastava, IAS, (Retd.) has wide
specific functional areas/ Brief experience and expertise in Business administrative and corporate experience. He
Resume including skills and Management. He has worked as the Vice has held various positions in Government
capabilities Chairman & C.E.O. of ZYG Pharma Pvt. Ltd., Departments prior to his retirement including
a leading manufacturer of Dermatological Member (Finance), Gujarat Electricity
Creams, Ointments, Lotions and solutions Board, Managing Director of Gujarat Agro
manufactured in Technical Collaboration Industries Corporation, Secretary in Finance
with Schering Plough Corporation, U.S.A. Department, Commissioner of Commercial
He has also worked as the Vice-Chairman & Tax Department, Principal Secretary to Energy
C.E.O. of Encore Healthcare Pvt. Ltd., a leading and Petrochemicals Department and Additional
manufacturer of tablets, capsules and syrups. Chief Secretary to Finance Department,
Government of Gujarat.
Terms and Conditions of Re- Not Applicable. As per the resolution set out in this Notice read
Appointment / Appointment with the Explanatory Statement annexed hereto.
Details of remuneration sought to be Mr. Viren Merchant shall be paid remuneration Mr. M. M. Srivastava shall be paid remuneration
paid by way of sitting fees for the Meeting of the by way of sitting fees for the Meeting of the
Board and its Committees as may be decided Board and its Committees as may be decided by
by the Board from time to time. the Board from time to time.
The last drawn remuneration, if Rs. 3,10,000/- (by way of sitting fees for the Not Applicable.
applicable Meetings of the Board and Committees)
during the Financial Year 2023-24.
Shareholding in the Company 2,50,000 Equity Shares (0.23%) (under NIL
including shareholding as a beneficial individual folio)
owner
Relationship with other Directors, Not related to any other Directors, Manager Not related to any other Directors, Manager
Manager and other Key Managerial and other Key Managerial Personnel of the and other Key Managerial Personnel of the
Personnel of the Company Company. Company.
Number of meetings of the Board 3 NIL
attended during the financial year as
on date of this Notice

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 ADF Foods Limited
Annual Report 2023-24

Name Mr. Viren Merchant Mr. M. M. Srivastava, IAS, (Retd.).

Directorship held in other companies ƒ Encore Healthcare Private Limited ƒ Gujarat State Petroleum
(including listed company)/ Corporation Limited
ƒ Encore Healthcare International
Membership/ Chairmanship of
Private Limited ƒ Gujarat State Petronet Limited
Committees of other Boards as on
date of this Notice ƒ ADF Foods (India) Limited Membership/ Chairmanship of Committees:
Gujarat State Petroleum Corporation Limited:
Membership/ Chairmanship of Committees:
1. Chairman - HR Committee
ƒ NIL
2. Member - Committee of Directors for
Onshore Block
3. Member - Committee of Directors for
Financial Restructuring.
Gujarat State Petronet Limited:
1. Chairman - Risk Management Committee
2. Chairman - Corporate Social
Responsibility Committee
3. Member - Nomination and
Remuneration Committee
4. Member - Project Management Committee
5. Member - Personal Committee
Resignation from Directorship of NIL NIL
listed companies in past three years.

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 Corporate Overview
Statutory Reports
Financial Statements

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

A. Financial Results:
The performance of the Company for the Financial Year ended 31st March, 2024 is summarized below:
(Rs. in Lakhs except per share data)
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 33rd Annual General Meeting held on 9th 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 31st March, 2023 have
been restated to give effect of the share split.

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Annual Report 2023-24

Financial Performance
The Standalone total income for the Financial Year ended 31st 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 31st 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 31st 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 31st 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.

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Financial Statements

D. Share Capital:
During the year, the Board of Directors of the Company at its meeting held on 6th 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 33rd Annual General Meeting held on 9th August, 2023. The Record Date for the sub-division was
set as 11th 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 9th 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 31st March, 2024, subject to the approval of the Shareholders in the ensuing Annual General Meeting (‘AGM’) to be held on 1st
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, 26th 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 27th July, 2024 to 1st August, 2024 (both
days inclusive) for the purpose of payment of Final Dividend for the Financial Year ended 31st 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 31st 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.

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 ADF Foods Limited
Annual Report 2023-24

G. Subsidiary Companies:
As on 31st 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 5th November, 2012. Hence, the annual financial
statements as on 31st 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 31st 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 31st 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 30th 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. 1st October, 2023. The same was approved by the
Shareholders of the Company through Postal Ballot on 11th 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 18th
September, 2023, the Board of Directors of your Company, vide Circular Resolution dated 19th 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. 19th 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 31st October, 2023, the Board of Directors of your Company, vide Resolution dated 31st October, 2023, have approved the

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Statutory Reports
Financial Statements

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. 31st 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 7th 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 Independent Director 19th September, 2023
Mr. Arjuun Guuha Whole Time Director 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 9th 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 9th 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 31st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material departures, if any;

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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 31st 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. 9th 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 6th 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 of the Act 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 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

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Statutory Reports
Financial Statements

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 31st 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

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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 https://adf-foods.com/wp-content/uploads/2024/06/Nomination-and-Remuneration-
Remuneration Policy Policy.pdf
3 Insider Trading Code https://adf-foods.com/wp-content/uploads/2024/06/Insider-Trading-Code.pdf
4 Code of Practices & https://adf-foods.com/wp-content/uploads/2024/06/Code-of-Practices-UPSI.pdf
Procedures for Fair
Disclosure of UPSI
5 Policy for Procedure of https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Procedure-of-inquiry-in-
inquiry in case of leak of case-of.pdf
UPSI
6 Policy for Determination of https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Determination-of-
Legitimate Purposes Legitimate-Purposes.pdf
7 Whistle Blower Policy https://adf-foods.com/wp-content/uploads/2024/06/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/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 https://adf-foods.com/wp-content/uploads/2024/06/Dividend-Distribution-Policy.pdf
Policy

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Financial Statements

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. 31st January, 2024.
Mr. Arjuun Guuha was appointed in his place as the Whole Time Director w.e.f. 31st 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. 31st 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

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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 ₹ 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.

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Financial Statements

S. Annual Return:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st 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 25th 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 34th 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 34th AGM to be held on 1st 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 9th May, 2024 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 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.

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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 1st October, 2018 and ending on 30th September, 2023. The said order dated 20th February, 2024 was received by the
Company on 28th 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.

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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, 9th May, 2024 DIN: 00087404

Regd. Office:
83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat
Tel.: 0268-2551381/2, Fax: 0268-2565068;
E-mail: [email protected]; Website: www.adf-foods.com
CIN: L15400GJ1990PLC014265

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Annexure I

Nomination & Remuneration Policy:

Introduction:
The Company considers human resources as its prime invaluable asset. ADF believes in harmonizing the aspirations of human resources to
be consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as amended from time to time.
This policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the
Committee on 9th August, 2014 and approved by the Board of Directors in their Meeting on 11th August, 2014. The said Policy was amended
by the Board of Directors in their Meeting held on 9th May, 2024.

Objective and purpose of the Policy:

The objective and purpose of this policy is:
ƒ To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive
and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their
remuneration.
ƒ To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing
in peer companies, in the industry.
ƒ To carry out evaluation of the performance of Directors.
ƒ To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Company’s operations.
ƒ To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive
advantage.

Effective Date:
This policy shall be effective from 1st April, 2014.

Constitution of the Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee constituted on 8th May, 2002 by renaming it as Nomination and
Remuneration Committee on 28th May, 2014.
The Nomination and Remuneration Committee comprises of following Directors:
i) Mr. Chandir Gidwani, Chairman [Non-Executive Independent Director]
ii) Mr. Ravinder Kumar Jain, Member [Non-Executive Independent Director]
iii) Mr. Jay Mehta, Member [Non-Executive Non-Independent Director]
iv) Mr. Pheroze Mistry, Member [Non-Executive Independent Director]
The Board has the power to reconstitute the Committee consistent with the Company’s policy and applicable statutory requirement.

Definitions:
ƒ Board means Board of Directors of the Company.
ƒ Directors mean Directors of the Company.
ƒ Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.
ƒ Company or ADF means ADF Foods Limited.
ƒ Independent Director means a Director referred to in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.

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ƒ Key Managerial Personnel (KMP) means:

(i) Chief Executive Officer or the Managing Director or the Manager;
(ii) the Company Secretary;
(iii) the Whole Time Director;
(iv) the Chief Financial Officer;
(v) such other officer, not more than one level below the directors who is in whole-time employment, designated as key managerial
personnel by the Board; and
(vi) such other officer as may be prescribed.
ƒ Senior Management Personnel shall mean the officers and personnel of the listed entity who are members of its core management team,
excluding the Board of Directors, and shall also comprise all the members of the management one level below the Chief Executive
Officer or Managing Director or Whole Time Director or Manager (including Chief Executive Officer and Manager, in case they are not
part of the Board of Directors) and shall specifically include the functional heads, by whatever name called and the Company Secretary
and the Chief Financial Officer.
Unless the context otherwise requires, words and expressions used in this Policy and not defined herein but defined in the Companies
Act, 2013, as may be amended from time to time, shall have the meaning respectively assigned to them therein.

Applicability
The Policy is applicable to:
ƒ Directors (Executive and Non-Executive)
ƒ Key Managerial Personnel
ƒ Senior Management Personnel

General
This Policy is divided in three parts:
Part - A covers the matters to be dealt with and recommended by the Committee to the Board,
Part - B covers the appointment and nomination, and
Part - C covers remuneration and perquisites etc.
ƒ The key features of this Company’s policy shall be included in the Board’s Report.

Part - A
Matters to be dealt with, perused and recommended to the Board by the
Nomination and Remuneration Committee
The Committee shall:
ƒ formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board
of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
ƒ for every appointment of an Independent Director, the Nomination and Remuneration Committee shall evaluate the balance of skills,
knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required
of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:
- use the services of an external agencies, if required;
- consider candidates from a wide range of backgrounds, having due regard to diversity; and
- consider the time commitments of the candidates.

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ƒ formulate criteria for evaluation of performance of Independent Directors and the Board of Directors;
ƒ devise a policy on diversity of Board of Directors;
ƒ identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria
laid down in this Policy, and recommending to the Board of Directors their appointment and removal and shall specify the manner
for effective evaluation of performance of Board, its Committees and individual Directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.
ƒ Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.
ƒ decide whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance
evaluation of Independent Directors.
ƒ recommend to the Board, all remuneration, in whatever form, payable to senior management and KMPs.

Part - B
Policy for appointment and removal of Director, KMP and Senior Management

Appointment criteria and qualifications:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as
Director, KMP or at Senior Management level and recommend to the Board his/ her appointment.
2. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. The
Committee has discretion to decide whether qualification, expertise and experience possessed by a person is sufficient/ satisfactory for
the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole Time Director who has attained the age of seventy
years provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of
shareholders by passing a Special Resolution based on the Explanatory Statement annexed to the notice for such motion indicating the
justification for extension of appointment beyond seventy years.

Term/ Tenure:
1. Managing Director/ Whole Time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or Executive Director for a term
not exceeding five years at a time. No re-appointment shall be made earlier than one year before the expiry of term.

2. Independent Director:
An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for
re-appointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Board’s report.
No Independent Director shall hold office for more than two consecutive terms, but such Independent Director shall be eligible for
appointment after expiry of three years of ceasing to become an Independent Director. Provided that an Independent Director shall
not, during the said period of three years, be appointed in or be associated with the Company in any other capacity, either directly or
indirectly.

Evaluation:
The Committee shall carry out evaluation of performance of every Director on annual basis.

Removal:
Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made thereunder or under any other applicable Act,
rules and regulations, the Committee may recommend, to the Board with reasons recorded in writing, removal of a Director, KMP or Senior
Management Personnel subject to the provisions and compliance of the said Act, rules and regulations.

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Retirement:
The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Companies Act, 2013 and the
prevailing policy of the Company. The Board will have the discretion to retain the Director, KMP, Senior Management Personnel in the same
position/ remuneration or otherwise even after attaining the retirement age, for the benefit of the Company.

Part - C
Policy relating to the remuneration for the Whole Time Director, KMP and
Senior Management Personnel

General:
1. The remuneration/ compensation/ commission, etc. to the Whole Time Director, KMP and Senior Management Personnel will be
determined by the Committee and recommended to the Board for approval. The remuneration/ compensation/ commission, etc. shall
be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.
2. The remuneration and commission to be paid to the Whole Time Director shall be in accordance with the percentage/ slabs/ conditions
laid down in the Companies Act, 2013, read with the rules made thereunder and the approval of the Board of Directors.
3. Increments to the existing remuneration/ compensation structure of the Directors, KMP’s and Senior Management Personnel may be
recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole Time
Director. Increments will be effective as per the terms of the employment agreements.
4. Where any insurance is taken by the Company on behalf of its Whole Time Director, Chief Executive Officer, Chief Financial Officer,
the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance
shall not be treated as part of the remuneration payable to any such personnel. Provided that if such person is proved to be guilty, the
premium paid on such insurance shall be treated as part of the remuneration.
5. The approval of Shareholders by Special Resolution shall be obtained every year, in which the annual remuneration payable to a single
Non-Executive Director exceeds fifty per cent of the total annual remuneration payable to all Non-Executive Directors, giving details of
the remuneration thereof.
6. The fees or compensation payable to Executive Directors who are Promoters or Members of the Promoter Group, shall be subject to the
approval of the Shareholders by Special Resolution in General Meeting, if-
(i) the annual remuneration payable to such Executive Director exceeds Rupees 5 crore or 2.5 per cent of the net profits of the
Company, whichever is higher; or
(ii) where there is more than one such Director, the aggregate annual remuneration to such Directors exceeds 5 per cent of the net
profits of the Company.
Provided that the approval of the Shareholders under this provision shall be valid only till the expiry of the term of such Director.

• Remuneration to Whole Time/ Executive/ Managing Director, KMP and Senior Management Personnel:
1. Fixed pay:
The Whole-Time Director/ KMP and Senior Management Personnel shall be eligible for a monthly remuneration as may be
approved by the Board on the recommendation of the Committee. The breakup of the pay scale and quantum of perquisites
including, employer’s contribution to P.F, pension scheme, medical expenses, club fees, etc. shall be decided and approved by the
Board on the recommendation of the Committee and approved by the shareholders and Central Government, wherever required.

2. Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding the ceiling
mentioned under Section 197 of the Companies Act, 2013. The same can be increased by way of a Special Resolution of the
Members in accordance with the provisions of Schedule V of the Companies Act, 2013.

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3. Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole
Time Director in accordance with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to comply with such
provisions, with the previous approval of the Central Government.

4. Provisions for excess remuneration:

If any Whole Time Director draws or receives, directly or indirectly, by way of remuneration any such sums in excess of the limit
prescribed under the Companies Act, 2013 or without approval required under provisions of the Companies Act, 2013, he/ she
shall refund such sums to the Company, within two years or such lesser period as may be allowed by the Company, and until such
sum is refunded, hold it in trust for the Company. The Company shall not waive the recovery of any sum refundable to it unless
approved by the Company by Special Resolution within two years from the date the sum becomes refundable.

• Remuneration to Non-Executive/ Independent Director:

1. Sitting Fees:
The Non-Executive/ Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee
thereof. Provided that the amount of such fees shall not exceed Rupees One Lakh per meeting of the Board or Committee or such
amount as may be prescribed by the Central Government from time to time.

2. Commission:
Commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits
of the Company computed as per the applicable provisions of the Companies Act, 2013.

3. Stock Options:
An Independent Director shall not be entitled to any stock option of the Company.

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Annexure II

1. Particulars of Remuneration
The information required under Section 197 of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (“Rule”), in respect of employees of the Company, is as follows:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for
the Financial Year 2023-24:
Name of Executive Director Ratio to Median Remuneration
Mr. Bimal R. Thakkar NA
Mr. Arjuun Guuha# 31:01
#Mr. Arjuun Guuha has been appointed as a Whole Time Director of the Company w.e.f. 31st October, 2023

(ii) The percentage increase in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer
(CFO), Company Secretary or Manager, if any, in the Financial Year 2023-24:
Name of Person % increase in Remuneration
Mr. Bimal R. Thakkar - Chairman, Managing Director & CEO 29%
Mr. Arjuun Guuha# N.A.
Mr. Shardul Doshi - CFO 8%
Ms. Shalaka Ovalekar - Company Secretary 12%
Mr. Devang Gandhi – COO* 8%
#
Mr. Arjuun Guuha has been appointed as a Director Operations w.e.f. 18th September, 2023 and thereafter as a Whole Time Director of the Company w.e.f. 31st October,
2023.
*Mr. Devang Gandhi resigned from the position of COO w.e.f. 31st January, 2024.

Note - The fixed remuneration components have been taken into consideration for determining the % increase in the remuneration
over previous year.
Mr. Bimal R. Thakkar does not earn fixed remuneration. His remuneration is variable and commission based. He earns a
commission upto 5% of the Consolidated Net Profit Before Tax of the Company for a financial year.
The ratio of remuneration of Mr. Bimal R. Thakkar to median remuneration is not determined as the median remuneration being
fixed in nature cannot be compared to the commission based variable remuneration of Mr. Bimal R. Thakkar.
Particulars of employees of the Company for the Financial Year 2023-24 in receipt of remuneration in excess of the limits set out
in the said rules:

Name of Person Remuneration for the

Financial Year 2023-24
Mr. Bimal R. Thakkar - Chairman, Managing Director & CEO Rs. 4,85,04,882
Mr. Arjuun Guuha# Rs. 51,06,406
Mr. Devang Gandhi - COO* Rs. 1,04,42,511
Mr. Shardul Doshi - CFO Rs. 1,20,64,895
Mr. Balark Banerjea## Rs. 56,23,243
#
Mr. Arjuun Guuha has been appointed as a Director Operations w.e.f. 18th September, 2023 and thereafter as a Whole Time Director of the Company w.e.f 31st October,
2023.
*Mr. Devang Gandhi resigned from the position of COO w.e.f. 31st January, 2024.
##
Mr. Balark Banerjea has been appointed as a President – Indian Domestic Business w.e.f. 3rd October, 2023.

(iii) The percentage increase in the median remuneration of employees in the financial year: 11.24%

(iv) The number of permanent employees on the payroll of Company: 354

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(v) Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile 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 fixed salaries of employees other than managerial personnel in Financial Year 2023-24 was 11.66%
Due to change in the remuneration structure of the Managing Director and his remuneration being variable in nature the same
can’t be compared with fixed salaries of other employees.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company’s remuneration policy is driven by the success and performance of the individual employees and the Company.
Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The
performance of the individuals is measured through the annual appraisal process. The Company affirms remuneration is as per the
remuneration policy of the Company.

(vii) The statement containing names of top ten employees in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this
report.
Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of
the Act and in accordance with the Rule, the said annexure is open for inspection and any Member interested in obtaining a copy
of the same may write to the Company Secretary.

2. Pecuniary relationship or transactions of Non-Executive Directors

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company
except receipt of sitting fees for attending Board and Committee meetings.

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Annexure III

Annual Report on Corporate Social Responsibility (CSR) Activities

1. Brief outline of the CSR policy of the Company:
The Company has always recognized that its business is a part of the community where it operates. The Company has undertaken
various CSR initiatives so far including 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 Company will continue to contribute in these areas and will simultaneously explore the opportunities to contribute towards other
social causes through its CSR program.

2. Composition of CSR Committee:

Sr. Name of the Director Designation/ Nature of Number of meetings of CSR Number of meetings of CSR
No. Directorship Committee held during the Committee attended during
year the year
1. Mr. Viren A. Merchant Chairman (Non-Executive Non- 1 0
Independent Director)
2. Mr. Bimal R. Thakkar Member (Chairman, Managing 1 1
Director & CEO)
3. Mr. Jay M. Mehta Member (Non-Executive Non- 1 1
Independent Director)
4. Ms. Deepa Misra Harris Member (Non-Executive 1 1
Independent Director)

3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board are disclosed on
the website of the company:
https://adf-foods.com/wp-content/uploads/2024/05/Composition-of-Committees-of-the-Board.pdf
https://adf-foods.com/wp-content/uploads/2024/06/CSR-Policy.pdf

4. Provide the executive summary along with web-link(s) of Impact assessment of CSR projects carried out in pursuance of Rule 8(3)
of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable :
Not Applicable

5. (a) Average net profit of the Company as per Section 135(5) : Rs. 61,12,95,015.59
(b) Two percent of average net profit of the Company as per Section 135(5). : Rs. 1,22,25,900.31
(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years. : NIL
(c) Amount required to be set off for the financial year, if any. : Rs. 18,380.27
(d) Total CSR obligation for the financial year (5a+5b-5c). : Rs. 1,22,07,520.04

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) : Rs. 1,17,85,432
(b) Amount spent in Administrative Overheads : Rs. 5,50,000
(c) Amount spent on Impact Assessment, if applicable : N.A.
(d) Total amount spent for the Financial Year [(a)+(b)+(c)] : Rs. 1,23,35,432

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(e) CSR amount spent or unspent for the financial year:

Total Amount Spent Amount Unspent (in Rs.)

for the Financial Total Amount transferred to Unspent Amount transferred to any fund specified under Schedule
Year CSR Account as per Section 135(6) VII as per second proviso to Section 135(5)
(in Rs.) Amount Date of Transfer Name of Fund Amount Date of Transfer
Rs. 1,23,35,432 NIL
(g) Excess amount for set off, if any

Sr. No. Particular Amount (in Rs.)

(i) Two percent of average net profit of the Company as per Section 135(5) Rs. 1,22,25,900.31
However, CSR obligation for FY 2023-24 was
Rs. 1,22,07,520.04 as excess CSR amount of
Rs. 18,380.27 spent during the FY 2022-23
has been set off.
(ii) Total amount spent for the Financial Year Rs. 1,23,35,432
(iii) Excess amount spent for the financial year [(ii)-(i)] Rs. 1,27,911.96
(Rs. 1,23,35,432 - 1,22,07,520.04).
(iv) Surplus arising out of the CSR projects or programmes or activities of NIL
the previous financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] (i.e. Rs. 1,27,911.96
FY 2023-2024)

7. Details of Unspent CSR amount for the preceding three financial years:

Sr. Preceding Amount transferred Amount Amount transferred to any fund specified under Amount
No. Financial Year to Unspent CSR spent in the Schedule VII as per Section 135(6), if any remaining to
Account under reporting Name of the Amount Date of be spent in
Section 135 (6) Financial Year Fund (in Rs.) transfer succeeding
(in Rs.) (in Rs.) financial years
(in Rs.)
1. 2022-23 NIL NIL N.A. NIL
2. 2021-22 NIL NIL
3. 2020-21 NIL NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial
Year:
Yes  No
If Yes, enter the number of Capital assets created/ acquired : Not Applicable
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the
Financial Year:

Sr. Short particulars of the Pincode Date Amount Details of entity/ Authority/ beneficiary of the
No. property or asset(s) [including of the of creation of CSR registered owner
complete address and location property amount spent CSR Registration Name Registered
of the property] or asset(s) Number, if applicable address
NIL

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5) : Not Applicable

Bimal R. Thakkar Viren A. Merchant

Managing Director & CEO Director & Chairman of CSR Committee

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Corporate Social Responsibility Policy

Introduction:
This policy has been framed in accordance with the provisions of Section 135 of the Companies Act, 2013 (‘the Act’) on Corporate Social
Responsibility along with the Companies (CSR) Rules, 2014 (‘the Rules’) have become applicable w.e.f. 1st April, 2014. The said Act and the
Rules in this regard have been substantially amended with effect from 22nd January, 2021, necessitating changes to be made in the CSR Policy.
The CSR activities/projects shall be undertaken or donations shall be made by the Company to assist weaker and underprivileged sections
of the society.

Applicability:
In every financial year, in which the Company has a Net worth of INR 500 Crores or more; or Turnover of INR 1,000 Crores or more; or
Net Profit of INR 5 Crores or more it is required to spend 2% of the average net profits (Profit Before Tax) of the last three financial years on
CSR activities.

CSR Committee:
CSR Committee will be a Board Level Committee known as Corporate Social Responsibility Committee. The constitution of CSR Committee
is in accordance with the applicable provisions of the Act and comprises of the Managing Director, two Non-Executive Non-Independent
Directors and one Independent Director.
The CSR Committee compromises of following Directors:
1. Mr. Viren A. Merchant, Chairman [Non-Executive Non-Independent Director];
2. Ms. Deepa Misra Harris, Member [Non-Executive Independent Director];
3. Mr. Bimal R. Thakkar, Member [Chairman & Managing Director]; and
4. Mr. Jay Mehta, Member [Non-Executive Non-Independent Director].
The composition of the CSR Committee may be changed by the Board of Directors of the Company.
The Committee shall formulate CSR Policy, recommend the amount of expenses to be incurred in each CSR activity/project/program and
monitor CSR policy on annual basis.

Role of CSR Committee

The CSR Committee shall play the following role in fulfilling the Company’s CSR objectives:
ƒ Review and recommend the CSR Policy to the Board of Directors;
ƒ Recommend the amount of annual expenditure to be incurred on the CSR activities;
ƒ Review the Annual Action Plan for each financial year and recommend the same to the Board;
ƒ Review and recommend to the Board, certain CSR projects/ programs as ongoing projects in accordance with the CSR Rules;
ƒ Annually report to the Board, the status of the CSR activities and contributions made by the Company.
The CSR Committee shall do all such acts, deeds, matters and things to ensure compliance with applicable provisions relating to CSR and the
CSR policy as amended, from time to time.

CSR Activities as per Schedule VII and CSR Rules:

1. Eradicating hunger, poverty and malnutrition, promoting health care including preventive health care and sanitation including
contribution to the Swach Bharat Kosh set-up by the Central Government for the promotion of sanitation and making available safe
drinking water.

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2. Promoting education, including special education and employment enhancing vocation skills especially among children, women,
elderly and the differently abled and livelihood enhancement projects.
3. Promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up old age homes,
day care centers and such other facilities for senior citizens and measures for reducing inequalities faced by socially and economically
backward groups.
4. Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare, agroforestry, conservation of
natural resources and maintaining quality of soil, air and water including contribution to the Clean Ganga Fund set-up by the Central
Government for rejuvenation of river Ganga.
5. Protection of national heritage, art and culture including restoration of buildings and sites of historical importance and works of art;
setting up public libraries; promotion and development of traditional art and handicrafts;
6. Measures for the benefit of armed forces veterans, war widows and their dependents, Central Armed Police Forces (CAPF) and Central
Para Military Forces (CPMF) veterans, and their dependents including widows;
7. Training to promote rural sports, nationally recognised sports, Paralympic sports and Olympic sports;
8. Contribution to the Prime Minister’s National Relief Fund or Prime Minister’s Citizen Assistance and Relief in Emergency Situations
Fund (PM CARES Fund) or any other fund set up by the Central Government for socio-economic development and relief and welfare
of the Schedule Castes, Tribes, other backward classes, minorities and women;
9. (a) Contribution to incubators or research and development projects in the field of science, technology, engineering and medicine,
funded by the Central Government or State Government or Public Sector Undertaking or any agency of the Central Government
or State Government; and
(b) Contributions to public funded Universities; Indian Institute of Technology (IITs); National Laboratories and autonomous bodies
established under Department of Atomic Energy (DAE); Department of Biotechnology (DBT); Department of Science and
Technology (DST); Department of Pharmaceuticals; Ministry of Ayurveda, Yoga and Naturopathy, Unani, Siddha and Homoeopathy
(AYUSH); Ministry of Electronics and Information Technology and other bodies, namely Defense Research and Development
Organisation (DRDO); Indian Council of Agricultural Research (ICAR); Indian Council of Medical Research (ICMR) and Council
of Scientific and Industrial Research (CSIR), engaged in conducting research in science, technology, engineering and medicine
aimed at promoting Sustainable Development Goals (SDGs).
10. Rural development projects;
11. Slum area development
Explanation. - For the purposes of this item, the term ‘slum area’ shall mean any area declared as such by the Central Government or
any State Government or any other competent authority under any law for the time being in force.
12. Disaster management, including relief, rehabilitation and reconstruction activities.

Guidelines for CSR activities/projects/programs:

The Company may directly undertake the CSR activities as permitted under Schedule VII and approved by the CSR Committee or execute
and implement CSR activities through any other implementing agency registered in India, having a valid CSR Registration Number granted
by the Ministry of Corporate Affairs (MCA) and having track record of service, performance, governance and accountability.
Provided that -
1. A Company may also collaborate with other companies for undertaking projects or programs or CSR activities in such a manner that
the CSR Committee is in a position to report separately on such projects or programs in accordance with the CSR Rules;
2. The CSR projects shall be only taken up in India;
3. The CSR projects or programs or activities shall not only benefit the employees of the Company;
4. Company shall not contribute to any Political Party under CSR activities.

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CSR Expenditure & Budget:

ƒ CSR expenditure will include all amounts incurred/contributed by the Company towards its CSR Programs. CSR expenditure shall also
include all direct and indirect expenditure incurred towards the CSR Programs as may be admissible under the regulatory framework.
ƒ In line with the requirements of the Act, Administrative overheads i.e. all expenses towards ‘General Management and Administration’
of CSR activities of the Company shall be capped at a maximum of 5%. Further, these would not include expenses incurred by the
Company towards designing, implementation, monitoring and evaluation.
ƒ The overall amount to be committed towards CSR will be approved by the Board of Directors as a part of its Annual Action Plan. Within
the Budget, the allocation towards specific CSR initiatives/projects will be approved by the CSR Committee of the Board. All projects
undertaken by the Company shall be approved /ratified by the CSR Committee.
ƒ During any financial year, the Annual Action Plan of the Company may be modified to include any unbudgeted expenditure, either on
account of new project(s) or due to increase in the outlay for approved project(s) subject to prior approval of the Managing Director.
ƒ The surplus, if any, arising out of the CSR projects shall be ploughed back either to the same project from which such surplus arose or
be spent in accordance with the Annual Action Plan.
ƒ Any amount remaining unspent at the end of the financial year, if any, except in case of an ongoing project, shall be transferred to a Fund
to be specified in Schedule VII for this purpose, within a period of six months of the expiry of the relevant financial year.
ƒ In case the Company undertakes any ongoing project, any amount remaining unspent and earmarked for the ongoing project, shall be
transferred within a period of thirty days from the end of the financial year to a special account to be opened for that financial year in
any scheduled bank to be called the ‘Unspent Corporate Social Responsibility Account’, and such amount shall be spent within a period
of three financial years from the date of such transfer, failing which, the unspent amount shall be transferred to the Fund to specified in
Schedule VII for this purpose, within a period of thirty days from the date of completion of the third financial year.
ƒ In case of excess CSR Spend in any year, such excess amount may be set-off against the requirement to spend under Section 135(5) of
the Act up to immediate succeeding 3 financial years, subject to the condition that:
a) the excess amount available for set off shall not include surplus arising from CSR Activities; and
b) the Board shall pass a Resolution to that effect.

Guidelines for monetary contributions:

The Company may decide to grant donations to a registered trust/ a registered society/ a company established by the company or its holding
or subsidiary or associate company under Section 8 of the Act/by such institutions as mentioned in the Act:
Provided that -
If such trust, society or company is not established by the company or its holding or subsidiary or its associate company, it shall have an
established track record of three years in undertaking similar programs or projects.

Annual Action Plan:

The CSR Committee shall on an annual basis, recommend an Annual Action Plan to the Board for its approval. The Annual Action Plan
shall include:
(a) the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act;
(b) the manner of execution of such projects or programmes;
(c) the modalities of utilization of funds and implementation schedules for the projects or programmes;
(d) monitoring and reporting mechanism for the projects or programmes; and
(e) details of need and impact assessment, if any, for the projects undertaken by the Company.
Further, the Board may during the year, at the recommendation of the CSR Committee alter such plans.

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Monitoring and Impact Assessment:

ƒ The CSR initiatives/ projects of the Company will be monitored and reviewed by the Managing Director. The impact assessment will be
done on the basis of the program reports to be submitted by the CSR implementing agencies.
ƒ The CSR initiatives/ projects of the Company shall also be reported every year in the Annual Report of the Company.
ƒ The CFO of the Company shall certify to the Board on an annual basis that the funds disbursed by the Company towards CSR activities
have been utilized towards the same effect.

Accounting and Reporting:

CSR expenditure shall include all expenditure including contribution to corpus for projects or programs relating to CSR activities approved
by the Board on the recommendation of the CSR Committee. The report will be presented to the Committee at the end of each financial year.
Any surplus arising out of CSR projects/ programs/ activities shall not form part of the business profit.
The Board’s Report shall include CSR report in the prescribed format on an annual basis.
The contents of CSR policy shall be disclosed in the Board’s Report and the same shall be displayed on the Company’s website.

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Annexure IV
Form No. MR-3

Secretarial Audit Report

For the Financial Year ended March 31, 2024
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
ADF Foods Limited
Corporate Identity Number: L15400GJ1990PLC014265
83/86, GIDC Industrial Area, Nadiad, Gujarat- 387 001.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
by ADF Foods Limited (hereinafter called “the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable
basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on our limited verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed with applicable regulatory
authority(ies) and other records maintained by the Company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the
financial year ended on March 31, 2024 (‘Audit Period’), complied with the statutory provisions listed hereunder and also that the Company
has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to reporting made hereinafter:
We herewith report that maintenance of proper and updated Books, Papers, Minutes Books, filing of Forms and Returns with applicable
regulatory authorities and maintaining other records is responsibility of management and of the Company. Our responsibility is to verify the
content of the documents produced before us, make objective evaluation of the content in respect of compliance and report thereon. We have
examined on test check basis, the Books, Papers, Minute Books, Forms and Returns filed and other records maintained by the Company and
produced before us for the financial year ended March 31, 2024, as per the provisions of:
(i) The Companies Act, 2013, (‘the Act’) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder with respect to Foreign Direct Investment,
Overseas Direct Investment and External Commercial Borrowings, to the extent the same was applicable to the Company;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (to the extent
applicable);
(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (Not applicable
to the Company during the Audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable
to the Company during the Audit period);
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (Not applicable to the Company
during the Audit period);

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(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Company during
the Audit period) and
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.
(vi) We relied on the representation made by the Company and its Officers in respect of systems and mechanism formed / followed by the
Company for the compliance of the following laws applicable specifically to the Company:
1. Food Safety and Standards Act, 2006.
2. Food Safety and Standards Rules, 2011.
3. The Food Safety and Standards (Packaging and Labeling) Regulations, 2011.
We have also examined compliance with the applicable clauses of:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India under the provisions of Companies Act, 2013; and
(ii) The Listing Agreements entered into by the Company with Stock Exchange(s).
Based on the aforesaid information provided by the Company, we report that during the financial year under report, the Company has
complied with the provisions of the above mentioned Act/s, Rules, Regulations, Guidelines, Standards, etc. and we have not found material
observation or instances of non-compliance in respect of the same.
We further report that, the Adjudication Officer, Registrar of Companies, Gujarat, Dadra and Nagar Haveli, vide its Adjudication Order Dt
February 20, 2024, levied penalty on the Company and Officers in default under Section 454[3] of the Companies Act, 2013 read with Rule
3 of the Companies [Adjudication of Penalties] Rules, 2014 for violation of Section 196 of the Companies Act, 2013 read with Clause [e]
of Part-I of the Schedule V of the Companies Act, 2013 for not seeking approval of the Central Government for appointment of Mr. Bimal
Thakkar as the Chairman, Managing Director with effect from October 1, 2018 to September 30, 2023. As informed by the management
of the Company, the Company and the Officers in default have filed an appeal against this Adjudication Order with the Hon’ble Regional
Director, North Western Region, Ministry of Corporate Affairs. The Company and Officers in default are awaiting the outcome of the said
appeal.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and
Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were
carried out in compliance with the provisions of the Act.
Adequate notice was given to all Directors about scheduled Board Meetings, Agenda and detailed notes on agenda were sent at least seven
days in advance, and a reasonable system exists for Board Members for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting.
Based on the representation made by the Company and its Officer, we herewith report that majority decision is carried through and proper
system is in place which facilitates / ensure to capture and record, the dissenting member’s views, if any, as part of the Minutes.
Based on the representation made by the Company and its Officers explaining to us in respect of internal systems and mechanisms established
by the Company which ensures compliances of Acts, Laws and Regulations applicable to the Company, we report that there are adequate
systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with
applicable laws, rules, regulations and guidelines.
We further report that, during the audit period:
a. The members have passed an Ordinary Resolution in the Annual General Meeting held on August 09, 2023, to sub-divide equity shares
of the Company from the face value of Rs. 10/- per share to face value of Rs. 2/- per equity share.
b. The members have passed an Ordinary Resolution in the Annual General Meeting held on August 09, 2023, to approve alteration of
Capital Clause of Memorandum of Association consequent to sub-division of equity shares of the Company from the face value of Rs.
10/- per share to face value of Rs. 2/- per equity share.
c. 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.

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d. 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].

For Keyul M. Dedhia & Associates

Company Secretaries
Unique ICSI Code Number: S2009MH120800

Keyul M. Dedhia
Proprietor
FCS No: 7756 COP No: 8618
UDIN: F007756F000343058
Peer Review Certificate No.: 876/2020

May 9, 2024, Mumbai.

Note: This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms integral part of this report.

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‘Annexure A’

To,
The Members,
ADF Foods Limited
Corporate Identity Number: L15400GJ1990PLC014265
83/86, GIDC Industrial Area, Nadiad, Gujarat- 387 001.

Sub: Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the management of the Company. Our responsibility is to express an opinion
on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
contents of the Secretarial records. The verification was done on test-check basis (by verifying records as was made available to us) to
ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we follow, provide a reasonable
basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company and we have relied
on Statutory Auditors’ independent assessment on the same.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and
happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards is the responsibility of
management. Our examination was limited to the verification of process followed by Company to ensure adequate Compliance on test-
check basis.
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with
which the management has conducted the affairs of the Company.

For Keyul M. Dedhia & Associates

Company Secretaries
Unique ICSI Code Number: S2009MH120800

Keyul M. Dedhia
Proprietor
FCS No: 7756 COP No: 8618
UDIN: F007756F000343058
Peer Review Certificate No.: 876/2020

May 9, 2024, Mumbai.

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Annexure V

Energy, Technology Absorption and Foreign Exchange

Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo as prescribed under Rule
8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for the Financial Year ended 31st March, 2024.

A. Conservation of Energy
The Company has been continuously attempting to create a conscious awareness against excessive consumption and wastage at all levels.
The Company is taking all possible steps to conserve energy. Maximum efforts for this purpose will continue.

Disclosure of particulars with respect to Conservation of Energy

(A) Power and Fuel Consumption:- 2023-24 2022-23
1 Electricity
A Purchased Units (KWH) 66,04,659 60,10,603
Total Amount (Rs.) 6,47,11,428 5,42,92,941
Average Rate/Unit (Rs.) 9.80 9.03

B Own Generation 2023-24 2022-23

i Through Diesel Generator N.A. N.A.
Units (KWH) - -
Units/ Lt. of Diesel - -
Cost/Unit (Rs.) - -
ii Through Steam Turbine/Generator N.A. N.A.

2 Agro Waste & Fire Wood: 2023-24 2022-23

Quantity (KGS) 21,18,661 18,51,147
Total Amount (Rs.) 1,56,39,367 1,49,82,406
Average Rate/KGS (Rs.) 7.38 8.09

3 Fuel Furnace Oil + Light Diesel 2023-24 2022-23

Quantity (KL) 4,81,749 4,41,194
Total Amount (Rs.) 2,83,87,430 2,99,45,847
Average Rate/KL (Rs.) 58.93 67.87

4 Others/Internal Generation 2023-24 2022-23

(B) Consumption per unit of production: For details please refer to the Business
Products (with details) Responsibility and Sustainability Report,
which forms part of this Annual Report.

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B. Technology Absorption, Research and Development (R&D):

1. Specific areas in which R&D carried out by the Company:
- Development of new recipes.
- Development of new products.
- Improvement in quality.
- Better packaging.
- Standardization in packaging.

2. Benefits derived as a result of the above R&D:

Benefits comprise of improved customer satisfaction, introduction of new brands, introduction of new products, meeting world
class quality norms, enhancement of exports, reduced costs on packaging.
3. The Company will continue its efforts to develop new products, new recipes, reduce costs, improve technology and produce quality
products.
(Amount in Rs.)
4. Expenditure on R&D 2023-24 2022-23
(a) Capital 7,500 49,961
(b) Recurring 40,51,269 40,69,706
(c) Total 40,58,769 41,19,667
(d) Total R&D expenditure as a percentage of total turnover 0.10% 0.12%
5. Technology Absorption, Adaptation and Innovation
a. Efforts, in brief, made towards technology absorption, adaptation and innovation:
The Company upgraded its technology at Nadiad to world class standard. At Nasik, the Company has improved state of the art
machinery for manufacture of spices and masalas.
b. Benefits derived as a result of the above efforts:
Satisfaction of customer needs, improvement in product quality, new product development.

C. Foreign Exchange Earnings and Outgo:

1. The Company has maintained its focus on development of exports both in the ethnic and mainstream markets. The Company’s
products under the brand name “ASHOKA” & “AEROPLANE” are very popular in the U.S.A., U.K., Canada and Australia, while
“CAMEL” is popular in the Middle East. The Company will continue to make exports a thrust area.
2. Total Foreign Exchange used and earned:
(Rs. in Lakhs)
Particulars 2023-24 2022-23
Total Foreign Exchange Earned 39,184.16 34,604.67
Total Foreign Exchange Used 4,932.46 1,460.71

For and on Behalf of the Board of Directors

Bimal R. Thakkar
Chairman, Managing Director & CEO
Mumbai, 9th May, 2024 DIN: 00087404

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Management Discussion and Analysis Report

Global Economy
Overview: The global economy has exhibited strong resilience, with projections indicating a stable growth rate of 3.2% for the years 2024
and 2025, reflecting the steady economic performance experienced in 2023.
A disproportionate share of global growth in 2024 is expected to come from Asia, despite the weaker-than-expected recovery in China, weak
global consumer sentiment on account of the Ukraine-Russia war and the Red Sea crisis resulting in higher logistics costs.
Growth in advanced economies is expected to see a slight acceleration in growth, increasing from 1.6 per cent in 2023 to 1.7 per cent in
2024 and 1.8 percent in 2025. In contrast emerging markets and developing economies are expected to experience a modest slowdown with
growth dipping from 4.3 percent in 2023 to 4.2 per cent in both 2024 and 2025. The global growth forecast for five years from now stands at
3.1 per cent, the lowest in decades.
Global inflation is expected to decreased steadily from 6.8 per cent in 2023 to 5.9 percent in 2024 and 4.5 per cent in 2025, with advanced
economies reaching their inflation targets more quickly than emerging markets and developing economies.

Regional growth (%) 2024E 2023

World output 3.2 3.2
Advanced economies 1.7 1.6
Emerging and developing economies 4.2 4.3
(Source: UNCTAD, IMF)

E: Expected

Performance of Major Economies, 2023

United States: Reported GDP growth of 2.5% in 2023 compared to 1.9% in 2022
China: GDP growth was 5.2% in 2023 compared to 3.0% in 2022
United Kingdom: GDP grew by 0.4% in 2023 compared to 4.3% in 2022
Japan: GDP grew 1.9% in 2023 unchanged from a preliminary 1.9% in 2022
Germany: GDP contracted by 0.3% in 2023 compared to 1.8% in 2022
(Source: PWC report, EY report, IMF data, OECD data, Livemint)

Outlook: Asia is expected to continue to account for the bulk of global growth in 2025. Inflation is expected to ease gradually as cost
pressures moderate; headline inflation in G20 countries is expected to decline. The global economy has demonstrated resilience amid high
inflation and monetary tightening, growth around previous levels for the next two years.
(Source: World Bank).

Indian Economy
Overview: The Indian economy was estimated to grow 7.8% in 2024 fiscal against 7.2% in 2023 mainly on account of the improved
performance in the mining and quarrying, manufacturing, and certain segments of the services sector. India retained its position as the fifth
largest economy.
In FY 2023-24, the CPI inflation averaged 5.4% with rural inflation exceeding urban inflation. Lower production and erratic weather led
to a spike in food inflation. In contrast, core inflation averaged at 4.5%, a sharp decline from 6.2% in FY 2022-23. The softening of global
commodity prices led to a moderation in core inflation.
The nation’s foreign exchange reserves achieved a historic milestone, reaching $645.6 billion. The credit quality of Indian companies remained
strong between October 2023 and March 2024 following deleveraged balance sheets, sustained domestic demand and government-led
capital expenditure.

Growth of the Indian Economy

FY21 FY22 FY23 FY24
Real GDP Growth (%) -6.6 8.7 7.2 8.2

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Growth of the Indian Economy quarter by quarter, FY 2023-24

Q1FY24 Q2FY24 Q3FY24 Q4FY24
Real GDP Growth (%) 8.2 8.1 8.4 7.8
(Source: Budget FY24; Economy Projections, RBI projections, Deccan Herald)

The FY 2024-25 growth in the economy would be the highest since FY 2016-17, excluding the 9.7% post- Covid rebound in gross domestic
product (GDP) in FY 2021-22 from the 5.8% contraction in FY 2020-21.
India’s processed food exports have surged by 150% over the past nine years, driven by the nation’s diverse food industry and escalating
global demand. The rise in processed food exports underscores India’s global food market presence and signifies favorable economic growth
and agricultural sector advancement.
By 2025, the Indian food processing market is projected to reach $535 billion, growing at a compound annual growth rate of 15.2%. This
growth is expected to extend to Tier-II and Tier-III cities, mirroring trends seen in metropolitan areas as these regions increasingly consume
more processed foods.
India’s consumer spending is anticipated to rise to $6 trillion by 2030. In 2022-23, India’s exports of agricultural and processed food products
surged to nearly $51 billion, with major destinations including the USA, Bangladesh, UAE, and Vietnam.
India’s Nifty 50 index grew 30% in FY 2023-24 and India’s stock market emerged as the world’s fourth largest with a market capitalization of
US$4 trillion. Foreign investment in Indian government bonds jumped in the last three months of FY 2022-23. India was ranked 63 among
190 economies in the ease of doing business, according to the latest World Bank annual ratings. India’s unemployment declined to a low of
3.2% in FY 2022-23 from 6.1% in FY 2017-18.
Outlook: India withstood global headwinds in 2023 and is likely to remain the world’s fastest-growing major economy on the back of
growing demand, moderate inflation, stable interest rates and robust foreign exchange reserves. The Indian economy is anticipated to surpass
US$ 4 trillion in FY 2024-25.

Industry Developments
 Global ethnic food market
The global ethnic foods market, reaching US$ 54.0 billion in 2023, is expected to reach US$ 110.4 billion by 2032, exhibiting a growth
rate of 8.02% (CAGR) during 2024-2032. A key trend driving this growth is the increasing preference for frozen food products.
One significant factor propelling the market is the rising migration and relocation of consumers globally. With 272 million international
migrants, comprising 3.5% of the world’s population, there is a growing demand for local and regional food products. Developed
regions like the U.K., Canada, Germany, Italy, the UAE, and the U.S., with high relocation rates, are witnessing a continuous increase in
consumer demand for Asian and Italian cuisines.
Major drivers include cultural diversity, changing consumer preferences, and the growth of e-commerce and online food delivery.
Ethnic foods, deeply rooted in cultural heritage, offer a wide array of flavors and cooking styles, contributing to their global popularity.
(Source: imarcgroup.com, fortunebusinessinsights.com)

 Global ready-to-eat food market

The ready-to-eat food market, valued at US$ 181.5 billion in 2023, is projected to reach US$ 262.4 billion by 2032, showcasing a notable
CAGR of 4.18% from 2024 to 2032. Its popularity lies in the convenience and time-saving features, with a demand surge for on-the-go
items, snacks, and mini-meals due to their portability.
(Source: imarcgroup.com, futuremarketinsights.com)

 Indian ready-to-eat food market

The Indian ready-to-eat food market is poised for substantial growth, with an estimated CAGR of 16.4% during 2024 to 2031, reaching
US$ 2,933.31 million by 2031 from US$ 870.43 million in 2023. This growth is attributed to changing lifestyles, increased urbanization,
expansion of retail chains and evolving consumer preferences. Ready-to-cook (RTC) foods, designed for quick and easy home
preparation, have gained popularity due to the practical solution they offer in the face of busy schedules and limited time for cooking.
The market caters to diverse culinary preferences, providing traditional Indian dishes, international cuisines, and healthier options,
aligning with the growing awareness of nutrition. It is a competitive market with a focus on pricing, innovation, and marketing.

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There is a rising demand for plant-based and vegan RTC foods, customizable food kits, and a focus on regional and ethnic flavors.
Innovations in sustainable packaging solutions and technological advancements are significantly influencing the industry.
(Source: marketsandata.com, linkedin.com)

Growth Drivers
 Health: Demand for nutritious and high-quality food continues to rise as people adopt healthier lifestyles and eating habits.
 Nuclear families: Nuclear families are the norm, accounting for the majority of households. Nuclear families make up 58.2% of
households working professionals, in particular, do not have adequate time to prepare meals. As a result, on-the-go meals that demand
minimal to no time and ingredients seem to have become extremely popular.
(Source: business-standard.com, newsroomodisha.com)

 Packaging standards: Product shelf life has been prolonged as packaging quality has improved, thereby increasing convenience.
(Source: imarcgroup.com, globenewswire.com)
 Food safety: The global market for Health and Wellness Foods, which was valued at US$ 124.26 billion in 2023 is estimated to achieve
a value of US$ 232.46 billion by the end of 2030, exhibiting a CAGR of 9.39% during 2024 to 2030. The growing emphasis on healthy
eating, the popularity of organic foods and increasing food preferences are influencing growth in the global health and wellness foods
market.
(Source: Verifiedmarketreports.com)

 Ready-to-eat: Previously, the ready-to-eat food industry provided limited assortment and had not evaluated multiple segments that
would satisfy consumers’ tastes and choices. Until recently the market for ready-to-eat products has diversified to include complete meal
options such as curries, appetisers, breakfast items, soups and snacks, baked food, meat products and more. Millennials and Gen Z now
account for approximately 1.8 billion people, or more than 23% of the global population. It is estimated that there are approximately 440
million millennials in India, accounting for approximately 34% of the total population and constituting the world’s largest millennial
cohort. The ready-to-eat meals market is expanding as a result of busier lifestyles, rising incomes, an increase in nuclear families and an
absence of cooking skills.
(Source: punemirror.com)

 Working women: In 2023, Indian organizations saw a notable rise in female representation, reaching 26% from 21% in 2021, as per the
Great Place to Work India report.
(Source: Great place to work Report, economictimes.com)

 Online grocery market: Improved digital literacy and widespread internet access are driving recent market growth, accelerated by
the Covid-19 pandemic’s impact, which expanded the customer base. Rising demand in Tier 1 and 2 cities, coupled with a shift in
purchasing behaviors, is expected to fuel significant market expansion. Nationwide, Kirana stores are increasingly adopting online
delivery services via smartphone applications.
(Source: ians.in)

Government Initiatives
The Indian government supported private sector investment in agricultural and allied sectors to enhance value-addition. In the calendar year
2022, 46 new projects worth Rs. 2,218.69 crore were sanctioned under the Operation Greens Scheme.
The implementation of the PLI scheme is expected to facilitate the expansion of food processing capacity by nearly Rs. 30,000 crore and create
additional direct and indirect employment opportunities for approximately 2.5 lakh people by FY 2026-27. PLI beneficiary investments are
likely to increase food sales and exports. The scheme requires that the entire chain of manufacturing processes, including primary processing
of food products, take place in India in order to qualify for the incentive. The scheme will also aid in the promotion of Indian brands abroad.
According to data reported by PLI beneficiaries, approximately Rs. 4,900 crores have been invested under the scheme.
(Source: pib.gov.in)

Company Overview
ADF Foods is a market leader in the prepared ethnic food segment. Our products are best suited to serve a wide range of geographies. With
a strong distribution network spread across 55 countries, the Company possesses a global customer base with a product for everyone. More
than 95% of the Company’s revenues are derived from exports to North America, Europe, Asia Pacific and GCC markets. During the year
under review, the Company launched 37 new product variants across categories.

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ADF’s Food product portfolio under 5 main brands is as under

Ashoka Truly Indian Camel Aeroplane ADF Soul

Ready to eat food Ready to eat food Meal Meal Meal
accompaniments accompaniments accompaniments
Frozen Vegetables / Snacks / Frozen curries/ snacks/Indian Cooking pastes Cooking pastes Sauces
Indian Flat bread Flat bread
Meal accompaniments Meal accompaniments Curry powders
Canned vegetables Cooking pastes Cooking sauces
Cooking pastes Cooking sauces
Mango pulp and mango slices Organic ready-to-eat and
organic cooking sauces

The Company’s processed food business generated revenue of Rs. 414.12 crore in FY 2023-24.
ADF Foods has production plants in Nasik and Nadiad with an overall capacity of 28,000 MTPA. Hazard Analysis and Critical Control Point,
British Retail Consortium and ISO 22000:2005 certifications have been granted to the Nasik and Nadiad plants (both plants invested with
automation and debottlenecking resulting in increased capacities).
In addition to the processed food business, the company has ‘agency distribution’ agreements with two key Principals i.e. Unilever and
Ekaterra. These agency businesses have assisted the Company in launching the distribution of Indian tea, soups and other food products in
the North America and the United Kingdom.
The Indian government had approved the company under Category III of the PLI scheme for food processing industries. The economic
incentive is anticipated to facilitate global branding and marketing (50% of marketing expenditure or 3% of sales, whichever is less, up to a
maximum incentive of Rs. 61.35 crores during the scheme’s tenure from FY 2022-23 to FY 2026-27).

Financial Highlights (Rs. in Crores except per share data)

Particulars Standalone Consolidated
FY23-24 FY22-23 FY23-24 FY22-23
Total Income 425.03 363.45 531.39 461.50
EBIDTA 112.91 86.89 116.00 91.85
EBIDTA margin 26.57% 23.91% 21.83% 19.90%
Interest 0.80 0.61 2.34 2.65
PAT 79.64 60.00 73.78 55.85
PAT margin 19.23% 16.98% 14.18% 12.40%
Working capital 252.08 246.18 297.91 286.85
ROE 18.17% 15.49% 17.09% 17.66%
RoCE 23.72% 20.50% 22.15% 18.12%
Basic EPS (Rs.) 7.25 5.48 6.85 5.12
Diluted EPS (Rs.) 7.25 5.48 6.85 5.12
Details of significant changes in key financial ratios
Particulars March 2024 March 2023
Debtors’ turnover 86 days 78 days
Inventory turnover 4.79 times 4.19 times
Interest Coverage Ratio 133 times 133 times
Current Ratio 7.78 times 9.75 times
Debt-Equity Ratio - -
Operating profit margin (%) 27.01% 23.43%
Net profit margin (%) 20.19% 17.28%

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Statutory Reports
Financial Statements

Debtors’ turnover ratio: The ratio has declined due to increase in debtors towards year end due to uptake in the business in the last quarter
of FY 2023-24.
Inventory turnover ratio: The ratio has improved because of better inventory management.
Interest coverage ratio: The ratio is in line with the previous year. (Interest represents interest on lease accounting as per Indian Accounting
Standard 116).
Current ratio: The ratio has reduced due to company’s working capital.
Debt-equity ratio: Not applicable to the Company as the company is debt free.
Operating profit margin: The ratio improved on account of a better operating efficiency and product mix.
Net profit margin: The ratio improved due to a better operating efficiency and reduction in other costs.

Risk and Mitigation

The Company is engaged in de-risking its business through a steady Business Risk Management System, which examines risks. The industry
risks are as follows:
 Foreign exchange rate fluctuation risk: The majority of the revenue stems from exports. While depreciation in the Rupee benefits
exporters like us, an appreciation of the Indian Rupee can impact our global competitiveness.
Mitigation: To mitigate this risk, the Company proactively manages this risk by regularly observing foreign exchange rates and engaging
in strategic forward contracts. Additionally, we concentrate on enhancing the value of our offerings and developing robust internal
mechanisms to cushion the effects of an appreciating Indian Rupee.
 Raw material inflation risk: An increase in raw material costs could impact competitiveness and margins.
Mitigation: The Company monitors significant and bulk purchases closely, leveraging its dependable distribution network to ensure
continuous availability of raw materials at predetermined costs.
 Competition risk: Increased competition (existing and new), as well as the presence of unorganized forms, may impact market share.
Mitigation: ADF Foods’ long-standing investment in a brand recognition portfolio has solidified consumer popularity and secured
market share. The Company prioritises research and development, resulting in the annual delivery of new innovative and healthy
products and innovative and convenient packaging.
 Logistics and supply chain risk: Potential operational complexity and coordination challenges.
Mitigation: The Company engages multiple logistic partners and expands the distributor network, along with establishing an in-house
distribution company and acquiring additional warehousing space.

Internal Control Systems & Adequacy

Recognising and tracking the internal control systems is a critical part in an organization. The Company has a secured system of internal
controls which works together with internal financial controls that are repeatedly administered by the management. The internal control
system of ADF Foods shows proficiency in operations; make the best use of resources and adhere with all applicable laws and regulations.
Key controls are examined during the year and restorative and precautionary actions are taken in case of any fault. Internal audits are
organized systematically by designated audit teams. The Audit Committee sanctions the risk based internal audit plan which also reviews
worth and efficacy of the Company’s internal financial controls.

Human Resources
The Company provides employees with a conducive workplace, marked by knowledge accretion, respect for dignity, teamwork and career
growth. The Company’s permanent workforce strength was 354 as on March 31, 2024.

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Opportunities and Outlook

The Company is building its business through the following initiatives:
 Increasing capacities: The Company’s existing manufacturing plants in Nadiad and Nasik have a blended generation capacity of 28,000
MTPA.
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 Nadiad plant which will result in better
operational efficiency. Initiation of a greenfield expansion project in Surat is aimed at increasing capacities for frozen foods, with a
planned investment of Rs. 75 crore in Phase I.
 Strengthening Distribution: The Company has wide distribution network across the globe and 6 Country Managers. Additionally two
warehouses in the US admeasuring over 1 lakh square feet has helped the Company to ensure uninterrupted product supply with direct
reach to the retailers.
During the year under review, the Company created a large freezer capacity in New Jersey warehouse, enhancing our ability to quickly
meet the demand for frozen product categories within the US market.
 Distribution business: The company has been engaged in the agency distribution business for the past five years, handling a portfolio
of distinguished brands like Knorr soups, Lipton, Brooke Bond Red Label, Yellow Label, and Taj Mahal. The said business line has
contributed revenue of Rs. 88 crore during FY 2023-24.
 Brand strengthening: In FY 2023-24, the Company’s flagship brand Ashoka achieved revenue exceeding Rs. 250 crores, reflecting
a CAGR of 29% over the past three years. To strengthen the brand’s expansion, the Company significantly increased its marketing
expenditures, encompassing various channels such as digital platforms, television advertising, sampling initiatives, in-store promotions
and securing prime shelf space. These efforts contributed to increased brand awareness and an expanded market share.
The Company’s brand investments are backed by the maximum incentive of Rs. 61.35 crores received under Category III of the
Government of India’s Production Linked Incentive Scheme, spanning from FY 2022-23 to FY 2026-27.
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 food items and expanded its existing cooking sauces, pastes and ready-to-eat
curries under the Truly Indian brand 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 under review, 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 viz. 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.

Cautionary statement
Statements in this Management Discussion and Analysis describing the Company’s objectives, expectations or predictions may be forward
looking within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company’s operations include raw material availability and prices, cyclical demand and
pricing in the Company’s principal markets, competitive actions, changes in Government regulations, tax regimes, economic developments
in India and in countries in which the Company conducts business and other incidental factors.

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Statutory Reports
Financial Statements

Report on Corporate Governance

I. Company’s Philosophy on code of Governance
The Company’s philosophy on Corporate Governance enshrines the goal of achieving the highest levels of transparency, disclosure,
monitoring and fairness in all spheres of its operations and in all its dealings with the shareholders, employees, the Government and
other stakeholders. Your Company is committed to adoption and adherence to the best Corporate Governance practices at all times.
The Corporate Governance guidelines are in compliance with the requirements of Regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) with the stock exchanges.
The Company presents a summary of the practices it followed during the Financial Year 2023-24 in deference to its commitment to
fairness, transparency and accountability.

II. Board of Directors

A. Composition:
The Company’s Board represents an appropriate mix of Executive, Non-Executive and Independent Directors, which is in conformity
with the requirements of the Companies Act, 2013 (“the Act”) and the Listing Regulations and also in line with the best practices of
corporate governance. As on 31st March, 2024, the total strength of the Board of Directors of the Company was 8 (Eight) Directors with
the category wise bifurcation as under:

Category Number of Directors

Executive Chairman/Promoter Directors 1
Executive Directors 1
Non-Executive Directors 2
Independent Directors 4
The Board of the Company represents an optimum mix of professionalism, knowledge and experience. It Comprise of qualified directors
who possess relevant skills, expertise and competence to ensure effective functioning of the Company and they possess wide range of
knowledge and experience in business, industry, marketing and finance.
The composition of the Board, their inter-se relationship, their attendance at the meetings, their Directorship and Chairmanship/
Memberships of Committees in other companies as on 31st March, 2024 are given below:

Name of the Designation Relationship Board Meetings held Attendance *[1] *[2] No. of Board
Director Executive/ with each and attended by the at the last Directorships Committees in which
Non- other Directors Annual in other Chairman / Member
Executive/ Held Attended General Companies Chairman Member
Independent/ Meeting
Promoter
Mr. Bimal R. Promoter/ No inter-se 4 4 Yes 4 1 Nil
Thakkar Executive relationship
Chairman, with other
Managing Directors
Director &
CEO
Mr. Jay M. Non-Executive No inter-se 4 3 Yes 3 Nil 1
Mehta Non- relationship
Independent with other
Director Directors

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Name of the Designation Relationship Board Meetings held Attendance *[1] *[2] No. of Board
Director Executive/ with each and attended by the at the last Directorships Committees in which
Non- other Directors Annual in other Chairman / Member
Executive/ Held Attended General Companies Chairman Member
Independent/ Meeting
Promoter
Mr. Viren A. Non-Executive No inter-se 4 3 Yes 1 Nil Nil
Merchant Non- relationship
Independent with other
Director Directors
Mr. Ravinder Non-Executive No inter-se 4 4 Yes 2 1 1
Kumar Jain Independent relationship
Director with other
Directors
Mr. Chandir Non-Executive No inter-se 4 4 Yes 6 Nil 1
G. Gidwani Independent relationship
Director with other
Directors
Ms. Deepa Non-Executive No inter-se 4 4 Yes 4 1 2
Misra Harris Independent relationship
Director with other
Directors
Mr. Pheroze Non-Executive No inter-se 4 2 NA 1 Nil Nil
K. Mistry* Independent relationship
Director with other
Directors
Mr. Arjuun Whole Time No inter-se 4 1 NA Nil Nil Nil
Guuha# Director relationship
with other
Directors
*Mr. Pheroze K. Mistry was appointed as a Non-Executive Independent Director on the Board of the Company w.e.f. 19th September, 2023.
Mr. Arjuun Guuha was appointed as a Whole Time Director on the Board of the Company w.e.f. 31st October, 2023.
#

The Board, on specific request of the Director(s) had granted Leave of Absence to those who were unable to attend the respective Board Meeting(s) and Committee Meeting(s).
*[1] Number of Directorships held by the Directors, as mentioned above do not include Alternate Directorship and Directorship held in Foreign Companies, Section 8
Companies and Private Limited Companies incorporated in India.
*[2] Committee Chairmanship/ Membership of only Audit Committee and Shareholders’ Grievance/ Stakeholders’ Relationship Committee of Public Companies (excluding
the Company) is reckoned.

None of the above Directors is a Member in more than 10 Committees or acts as Chairman of more than 5 Committees across all
Companies in which he/ she is a Director.
The details of Directorship and Committee Membership of Directors in various companies is given at Annexure I to this Report.
None of the Directors of the Company hold directorship in more than seven listed entity. Further, Independent Directors of the
Company are not serving as Independent Director in more than seven listed companies.
The Managing Director/ Whole Time Director of the Company doesn’t serve as Independent Director in more than three listed
companies.
The Company has received declarations of independence from the Independent Directors as prescribed under Section 149(7) of the Act
and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time. All requisite declarations have been placed before
the Board.

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Financial Statements

The details of Directorship of Directors in other listed entities and their category of Directorship as on 31st March, 2024 are mentioned
below:

Sr. No. Name of the Director Name of Listed Entity(s) Category of Directorship
1. Mr. Bimal R. Thakkar Saurashtra Cement Limited Independent Director
2. Mr. Jay M. Mehta Saurashtra Cement Limited Executive Vice- Chairman and Managing Director
3. Mr. Ravinder Kumar Jain Delta Corp Limited Independent Director
4. Mr. Chandir G. Gidwani Centrum Capital Limited Non-Executive, Non-Independent Director
5. Ms. Deepa Misra Harris TCPL Packaging Limited Independent Director
Prozone Realty Limited
Yatra Online Limited
Jubilant Foodworks Limited

Disclosure of the number of equity shares of the Company held by Non-Executive Directors as on 31st March, 2024:

Sr. No. Name of the Non-Executive Director No. of Shares held in the Company
1. Mr. Jay M. Mehta 3,75,000
2. Mr. Viren A. Merchant 2,50,000
3. Mr. Ravinder Kumar Jain 5,09,345
4. Mr. Chandir G. Gidwani 1,05,000
5. Ms. Deepa Misra Harris 1,25,000
6. Mr. Pheroze K. Mistry Nil

B. Induction and training of Independent Directors:

At the time of appointing an Independent Director, a formal letter of appointment is given to him/her, which inter-alia explains the role,
function, duties and responsibilities expected of him/her as an Independent Director of the Company. The Directors appointed by the
Board are given induction and orientation with respect to the Company’s mission, business operations, growth strategies and financial
position by having one to one meeting with the Managing Director and through Corporate Presentation.
Periodical 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 controls, effectiveness of Internal Financial Controls, updates on
relevant statutory changes encompassing important laws, etc.
The details of the Familiarization Programme imparted to the Independent Directors can be accessed by following the web link: https://
adf-foods.com/wp-content/uploads/2024/05/Familiarization-Programme-2023-24.pdf

C. Performance evaluation of the Board of Directors:

Pursuant to the provisions of the Act and the provisions of Regulation 25(4) of the Listing Regulations, the Board carried out the annual
performance evaluation of its own performance and the Directors individually including that of Independent Directors, evaluation of
the Chairman and evaluation of the Committees of the Board. The Nomination & Remuneration Committee approved the evaluation
criteria in the form of a questionnaire. The Board, its Committees and Individual Directors were evaluated based on the approved
criteria. The Chairman and the Managing Director were evaluated on additional criteria. The evaluation parameters included adequacy
of the composition of the Board and its Committees, the process of selection of new Board Members, board culture, understanding of
the role and responsibilities, effectiveness of contributions made during the Board Meetings, execution of strategic plans, achievement
of growth targets, succession planning, etc.
The directors were satisfied with the Board’s overall composition, quality of meetings, board effectiveness, diversity and expertise, etc.
The Board committees were also found to be effective in terms of its composition, functioning and contribution.

D. Details of sitting fees, remuneration, etc. paid to Directors for the Financial Year ended 31st March, 2024:
Non-Executive Directors are eligible for only sitting fees not exceeding the limits prescribed under the Act. The Non-Executive Directors
were paid sitting fees of Rs. 50,000/- for attending every Meeting of the Board, Independent Directors Meeting, Audit Committee
Meeting, Nomination and Remuneration Committee Meeting and Risk Management Committee Meeting and Rs. 20,000/- for attending

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Meetings of other Board Committees viz. Corporate Social Responsibility Committee and Shareholders’ Grievance/ Stakeholders’
Relationship Committee. There is no pecuniary relationship or transaction of the Non-Executive Directors vis-à-vis the Company.

Name of Non-Executive Director Sitting fees paid for attending meetings of

the Board and Committees (in Rs.)
Mr. Jay M. Mehta 3,20,000
Mr. Viren A. Merchant 3,10,000
Mr. Ravinder Kumar Jain 6,00,000
Mr. Chandir G. Gidwani 7,00,000
Ms. Deepa Misra Harris 5,50,000
Mr. Pheroze K. Mistry* 1,50,000
*Mr. Pheroze K. Mistry was appointed as a Non-Executive Independent Director on the Board of the Company w.e.f. 19th September, 2023.

The details of remuneration paid to the Managing Director/ Whole Time Director during the Financial Year ended 31st March, 2024
are as under:

Sr. Director Inter-se Period of Stock Salary (Rs.) Other Commission Total (Rs.)
No. relationship employment Option Perquisite from ADF
between contract, Notice (Rs.) Holdings
Directors period. (USA) Ltd.
1 Mr. Bimal R. Not related to 1st October, 2023 till Nil Nil Nil 4,85,04,882 4,85,04,882
Thakkar any Directors 30th September, 2028
Chairman, Notice Period: 3
Managing months
Director &
CEO
2 Mr. Arjuun Not related to 31st October, 2023 to Nil 51,06,406 Nil Nil 51,06,406
Guuha any Directors 30th October, 2028
Whole Time Notice Period: 3
Director* months
*Mr. Arjuun Guuha has been appointed as a Director Operations w.e.f. 18th September, 2023 and thereafter as a Whole Time Director of the Company w.e.f. 31st October, 2023

Notes:
(i) All appointments of Directors of the Company are non-contractual except those of:
A. Mr. Bimal R. Thakkar, (DIN: 00087404) Chairman, Managing Director & CEO. His earlier term was from 1st October, 2018
to 30th September, 2023. The re-appointment of Mr. Bimal R. Thakkar for a further period of 5 (five) years w.e.f. 1st October,
2023 was approved by the Board of Directors of the Company based on the recommendation of the Audit Committee and
the Nomination & Remuneration Committee at its meeting held on 30th January, 2023. The same was also approved by
the Shareholders of the Company through Postal Ballot on 11th March, 2023. Also, pursuant to Schedule V of the Act, the
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 Company had approached the Central Government for its approval for
the said re-appointment. 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.
B. Mr. Arjuun Guuha, (DIN: 10366057) Whole Time Director, has been appointed for a period of 5 (five) years w.e.f. 31st October,
2023 by the Board of Directors of the Company based on the recommendation of the Audit Committee and the Nomination
& Remuneration Committee at its meeting held on 31st October, 2023. The same was also approved by the Shareholders of the
Company through Postal Ballot on 7th December, 2023.
The appointment of the above managerial personnel is conditional and subject to termination by three calendar months’ notice in
writing on either side but no severance fees of any other kind is payable.

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Statutory Reports
Financial Statements

(ii) Presently, the Company does not have any scheme for grant of Stock Options to its Directors, Managing Director, Whole Time
Director or other employees.
(iii) None of the employees except Mr. Shivaan B. Thakkar, Senior Manager - Business & Strategy Development (worked till 31st July,
2022) and Mr. Sumer B. Thakkar, General Manager - Sales & Strategy are related to Mr. Bimal R. Thakkar, Chairman, Managing
Director & CEO of the Company as on 31st March, 2024.

E. Number of Board Meetings held:

The Meetings of the Board of Directors are scheduled well in advance. The Board Members are presented in advance with the detailed
agenda in respect of all Board meetings. During the Financial Year 2023-24, 4 (four) meetings of the Board of Directors were held on
the following dates:
6th May, 2023, 7th August, 2023, 31st October, 2023, 30th January, 2024.
The Companies Act, 2013 read with the relevant rules made thereunder, facilitates the participation of a Director in Board/Committee
Meetings through video conferencing or other audio visual means. Accordingly, the option to participate in the Meetings through video
conferencing was made available to the Directors.

F. Independent Directors’ Meeting:

The Meeting of the Independent Directors of the Company was held on 6th March, 2024 to:
a) review the performance of the Board as a whole and the Chairman of the Board;
b) the performance of the Non-Independent Directors; and
c) 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 for the year under review.

G. The Board periodically reviews compliance reports of all laws applicable to the Company, prepared by the Company as well as steps
taken by the Company to rectify instances of non-compliances.
H. Chart/ Matrix setting out the skills/ expertise/ competence of the Board of Directors.
In the table below, the specific areas of focus or expertise of individual Board Members have been highlighted. However, the absence
of a mark against a Member’s name does not necessarily mean the member does not possess the corresponding qualification or skill.
The brief summary of the competencies of the Directors is as under:
Name of the Industry knowledge/ experience Technical skills Governance Competencies Behaviour competencies
Director Overall Knowledge Global Sales and Monitoring Strategy Financial Compliance Director’s Integrity Leadership
business of Food business Marketing risk development and literacy focus performance and high
management sector experience management implementation management ethical
systems standards
Bimal           
R.Thakkar
Viren Merchant          
Ravinder Jain       
Jay Mehta      
Chandir       
Gidwani
Deepa Misra           
Harris
Pheroze        
Mistry*
Arjuun Guuha#         
*Mr. Pheroze K. Mistry was appointed as a Non-Executive Independent Director on the Board of the Company w.e.f. 19th September, 2023.
#
Mr. Arjuun Guuha was appointed as a Whole Time Director on the Board of the Company w.e.f. 31st October, 2023.

I. Confirmation:
The Board hereby confirms that the Independent Directors of the Company fulfill the conditions specified in the Listing Regulations
and are independent of the Management.

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III. Committees of Directors

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the
following mandatory Committees viz. Audit Committee, Shareholders’ Grievance/ Stakeholders’ Relationship Committee, Nomination
& Remuneration Committee, Corporate Social Responsibility Committee, Risk Management Committee and Share Transfer Committee.
The terms of reference of these Committees are determined by the Board and their relevance is reviewed from time to time. Meetings
of each of these Committees are convened by the respective Chairman of the Committee, who also informs the Board about the
summary of discussions held in the Committee Meetings. The Minutes of the Committee Meetings are sent to all Committee Members
individually and presented at the Board Meetings.

 Audit Committee
A. Composition & Meetings:
The Audit Committee was constituted on 13th January, 2001 and over the years the Committee has been reconstituted to align it with the
requirements of the provisions of applicable laws, rules and regulations. All Members of the Committee are financially literate and are
having the requisite financial management expertise.
The present composition of the Audit Committee is in accordance with the provisions of the Act and the rules made thereunder and the
Listing Regulations. The composition of the Audit Committee as on 31st March, 2024 is as under:

Sr. No. Name of the Director Category Chairman/ Member

1. Mr. Chandir G. Gidwani Non-Executive, Independent Director Chairman
2. Mr. Ravinder Kumar Jain Non-Executive, Independent Director Member
3. Mr. Viren A. Merchant Non-Executive, Non-Independent Director Member
4. Ms. Deepa Misra Harris Non-Executive, Independent Director Member
The Company Secretary acts as the Secretary to the Committee. The Managing Director & CEO, Whole Time Director, Chief Financial
Officer, General Manager - Accounts, Internal Auditors and the Statutory Auditors are invitees to the Audit Committee Meetings.
During the Financial Year 2023-24, 4 (four) Audit Committee Meetings were held on 6th May, 2023, 7th August, 2023, 31st October, 2023
and 30th January, 2024.
The attendance of each Member of the Committee during the Financial Year 2023-24 is given hereunder:

Sr. No. Name of the Committee Member No. of meetings attended

1. Mr. Chandir G. Gidwani 4
2. Mr. Ravinder Kumar Jain 4
3. Mr. Viren A. Merchant 2
4. Ms. Deepa Misra Harris 4
The Chairman of the Audit Committee was present at the previous Annual General Meeting of the Company held on 9th August, 2023.

B. The terms of reference of the Audit Committee:

The said Committee is entrusted with the powers and scope as prescribed under Section 177 of the Act and Regulation 18(3) of the
Listing Regulations.
Under the Companies Act, 2013:-
1. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
2. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
3. Examination of the financial statement and the auditors’ report thereon;
4. Approval or any subsequent modification of transactions of the Company with related parties;
Provided that the Audit Committee may make omnibus approval for related party transactions proposed to be entered into by the
Company subject to such conditions as may be prescribed;

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Provided further that in case of transaction, other than transactions referred to in Section 188 of the Act, and where Audit
Committee does not approve the transaction, it shall make its recommendations to the Board;
Provided also that in case any transaction involving any amount not exceeding one crore rupees is entered into by a director or
officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within
three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee and if the
transaction is with the related party to any director or is authorised by any other director, the director concerned shall indemnify
the company against any loss incurred by it;
Provided also that the provisions of this clause shall not apply to a transaction, other than a transaction referred to in Section 188
of the Act, between a holding company and its wholly owned subsidiary company.
5. Scrutiny of inter-corporate loans and investments;
6. Valuation of undertakings or assets of the Company, wherever it is necessary;
7. Evaluation of internal financial controls and risk management systems;
8. Monitoring the end use of funds raised through public offers and related matters;
9. Oversee the vigil mechanism.
Under Regulation 18(3) of the Listing Regulations:-
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for
approval, with particular reference to:
a. matters required to be included in the Director’s Responsibility Statement to be included in the Board’s Report in terms of
Clause (c) of Sub-Section 3 of Section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue,
preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus
/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or
preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in
this matter;
7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;

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12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there on;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion
to ascertain any area of concern;
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-
payment of declared dividends) and creditors;
18. To review the functioning of the Whistle Blower Mechanism;
19. Approval of appointment of CFO after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees
100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/ investments existing as
on the date of coming into force of this provision;
22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the
listed entity and its shareholders.

C. Review of Information by the Audit Committee:

The Audit Committee shall mandatorily review the following information:
1. Quarterly and Annual Financial statements;
2. Management Discussion and Analysis of financial condition and results of operations;
3. Management letters/letters of internal control weaknesses issued by the statutory auditors;
4. Internal Audit reports relating to internal control weaknesses; and
5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit
Committee.
6. Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in
terms of Regulation 32(1) of the Listing Regulations.
(b) Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice in terms of
Regulation 32(7) of the Listing Regulations.
7. Report on Vigil Mechanism, Prevention of Sexual Harassment etc.
As a part of Annual process, the Committee reviewed the compliance status of its charter (i.e. its roles and responsibilities) and
noted that it has comprehensively covered all the responsibilities assigned to it under the charter.

 Shareholders’ Grievance/ Stakeholders’ Relationship Committee

A. Composition & Meetings:
The Shareholders’ Grievance/ Stakeholders’ Relationship Committee was constituted on 2nd May, 2001 and over the years, the Committee
has been reconstituted to align it with the requirements of the provisions of applicable laws, rules and regulations. The same was
renamed as Shareholders’ Grievance/ Stakeholders’ Relationship Committee in the Board Meeting held on 28th May, 2014.

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The composition of the Shareholders’ Grievance/ Stakeholders’ Relationship Committee as on 31st March, 2024 is as under:

Sr. No. Name of the Director Category Chairman/ Member

1. Mr. Viren A. Merchant Non-Executive, Non-Independent Director Chairman
2. Mr. Bimal R. Thakkar Executive Director Member
3. Ms. Deepa Misra Harris Non-Executive, Independent Director Member
The Company Secretary acts as the Secretary to the Committee.
During the Financial Year 2023-24, 4 (four) Meetings of the said Committee were held on 6th May, 2023, 7th August, 2023,
31st October, 2023 and 30th January, 2024.
The attendance of each Member of the Committee during the Financial Year 2023-24 is given hereunder:

Sr. No. Name of the Committee Member No. of meetings attended

1. Mr. Viren A. Merchant 3
2. Mr. Bimal R. Thakkar 4
3. Ms. Deepa Misra Harris 4

B. The terms of reference of the Shareholders’ Grievance/ Stakeholders’ Relationship Committee:

The said Committee is entrusted with the powers and scope as prescribed under Regulation 20 of the Listing Regulations.
(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares,
non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings, etc.
(2) Review of measures taken for effective exercise of voting rights by shareholders.
(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the
Registrar & Share Transfer Agent.
(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company.
The Committee specifically looks into redressing of investors’ complaints including non-receipt of annual reports, non-receipt
of declared dividends and complaints related to transmission of shares, issue of Letter of Confirmation in lieu of Duplicate Share
Certificates, dematerialization of shares, etc.
As a part of Annual process, the Committee reviewed the compliance status of its charter (i.e. its roles and responsibilities) and noted
that it has comprehensively covered all the responsibilities assigned to it under the charter.
The Registrar & Share Transfer Agent provide quarterly confirmation to the Committee on compliance of the requirements in respect
of dealing with transmission of shares, issue of Letter of Confirmation in lieu of Duplicate Share Certificates, dematerialization of
shares, etc., complaints and other shareholder related matters. The Committee also monitors and reviews the performance and service
standards of the Registrar & Share Transfer Agent and provides continuous guidance to improve the service levels for investors.

C. Shareholders’ Complaints:
13 complaints were received from the shareholders during the Financial Year ended 31st March, 2024. The complaints were mainly relating
to transmission of shares, non-receipt of IEPF claim, non-receipt of the rejected DRF and Share Certificate sent for dematerialization and
non-receipt of Letter of Confirmation in lieu of Duplicate Share Certificates. The complaints received were resolved to the satisfaction
of the shareholders.
Apart from the said complaints, the Company also received certain requests/ general intimations regarding copy of Annual Report,
change of address, revalidation of dividend warrants, transmission of shares, dematerialization of shares, claim of shares and dividends
from IEPF, etc. There are no requests pending to be replied/ attended to as at the end of the year under consideration.

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 Nomination & Remuneration Committee

A. Composition & Meetings:
The Remuneration Committee was constituted on 8th May, 2002 to recommend to the Board the remuneration package for managerial
persons and over the years, the Committee has been reconstituted to align it with the requirements of the provisions of applicable laws,
rules and regulations. The same has been renamed as Nomination & Remuneration Committee in the Board Meeting held on 28th May,
2014.
The composition of the Nomination & Remuneration Committee as on 31st March, 2024 is as under:

Sr. No. Name of the Director Category Chairman/ Member

1. Mr. Chandir G. Gidwani Non-Executive, Independent Director Chairman
2. Mr. Ravinder Kumar Jain Non-Executive, Independent Director Member
3. Mr. Jay M. Mehta Non-Executive, Non-Independent Director Member
During the Financial Year 2023-24, 3 (three) Meetings of the said Committee were held on 6th May, 2023, 7th August, 2023 and 31st
October, 2023.
The attendance of each Member of the Committee during the Financial Year 2023-24 is given hereunder:

Sr. No. Name of the Committee Member No. of meetings attended

1. Mr. Chandir Gidwani 3
2. Mr. Ravinder Kumar Jain 3
3. Mr. Jay M. Mehta 3

B. The terms of reference of the Nomination & Remuneration Committee:

The said Committee is entrusted with the powers and scope as prescribed under Section 178 of the Act and Regulation 19(4) of the
Listing Regulations.
The Nomination & 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.
Under the Companies Act, 2013:
1) The Committee shall identify persons with suitable qualifications to be appointed as Directors, Senior Management Personnel and
recommend to the Board their appointment and removal and shall specify the manner for effective evaluation of performance
of Board, its Committees and individual Directors to be carried out either by the Board, by the Nomination & Remuneration
Committee or by an independent external agency and review its implementation and compliance;
2) The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and
recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees;
3) The Committee shall, while formulating the policy ensure that-
(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality
required to run the company successfully;
(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
(c) remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive
pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.
Under Regulation 19(4) of the Listing Regulations:
1) Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to
the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees;
2) For every appointment of an independent director, the Nomination & Remuneration Committee shall evaluate the balance of
skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities
required of an Independent Director. The person recommended to the Board for appointment as an Independent Director shall
have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

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a. Use the services of external agencies, if required;

b. Consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. Consider the time commitments of the candidates.
3) Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors;
4) Devising a policy on diversity of Board of Directors;
5) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with
the criteria laid down, and recommend to the Board of Directors their appointment and removal;
6) Whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance
evaluation of Independent Directors;
7) Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

C. Performance evaluation criteria for Independent Directors:

The performance evaluation of the Independent Directors is carried by the entire Board of Directors (except the Director being subject
to evaluation) evaluating the criteria such as participation at Board/ Committee Meetings, relationships with fellow Board Members,
knowledge and skill, diligence, etc.

 Share Transfer Committee

Ms. Shalaka Ovalekar, Company Secretary and Compliance Officer has been delegated authority to approve transmission of shares,
issuance of duplicate share certificate and to transact other shares-related matters.

 Corporate Social Responsibility (CSR) Committee

A. Constitution & Meetings:
The CSR Committee was constituted on 28th May, 2014 and over the years the Committee has been reconstituted to align it with the
requirements of the provisions of applicable laws, rules and regulations.
The composition of the CSR Committee as on 31st March, 2024 is as under:

Sr. No. Name of the Director Category Chairman/ Member

1. Mr. Viren A. Merchant Non-Executive, Non-Independent Director Chairman
2. Mr. Bimal R. Thakkar Executive Director Member
3. Mr. Jay M. Mehta Non-Executive, Non-Independent Director Member
4. Ms. Deepa Misra Harris Non-Executive, Independent Director Member
During the Financial Year 2023-24, 1 (one) Meeting of the said Committee was held on 6th May, 2023.
The attendance of each Member of the Committee during the Financial Year 2023-24 is given hereunder:
Sr. No. Name of the Committee Member No. of meetings attended
1. Mr. Viren A. Merchant 0
2. Mr. Bimal R. Thakkar 1
3. Mr. Jay M. Mehta 1
4. Ms. Deepa Misra Harris 1

B. The terms of reference of the CSR Committee:

ƒ Review and recommend the CSR Policy to the Board of Directors;
ƒ Recommend the amount of annual expenditure to be incurred on the CSR activities;
ƒ Review the Annual Action Plan for each financial year and recommend the same to the Board;
ƒ Review and recommend to the Board, certain CSR projects/ programs as ongoing projects in accordance with the CSR Rules;
ƒ Annually report to the Board, the status of the CSR activities and contributions made by the Company.
The CSR Policy is attached as Annexure IV 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.

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 Risk Management Committee

A. Constitution & Meetings:
The Risk Management Committee was constituted by the Board of Directors of the Company on 24th May, 2021 and over the years the
Committee has been reconstituted to align it with the requirements of the provisions of applicable laws, rules and regulations.
The composition of the Risk Management Committee as on 31st March, 2024 is as under:

Sr. No. Name of the Director/ Member Category Chairman/ Member

1. Mr. Chandir G. Gidwani Non-Executive Independent Director Chairman
2. Mr. Bimal R. Thakkar Executive Director Member
3. Mr. Shardul A. Doshi Chief Financial Officer Member
During the Financial Year 2023-24, 2 (two) Meetings of the said Committee was held on 7th August, 2023 and 30th January, 2024.
The attendance of each Member of the Committee during the Financial Year 2023-24 is given hereunder:

Sr. No. Name of the Committee Member No. of meetings attended

1. Mr. Chandir G. Gidwani 2
2. Mr. Bimal R. Thakkar 2
3. Mr. Shardul A. Doshi 2

B. The terms of reference of the Risk Management Committee:

Under Regulation 21(4) of the Listing Regulations:
1) To formulate a detailed risk management policy which shall include:
(a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including
financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other
risk as may be determined by the Committee.
(b) Measures for risk mitigation including systems and processes for internal control of identified risks.
(c) Business continuity plan
2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the
business of the Company;
3) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management
systems;
4) To periodically review the risk management policy, at least once in two years, including by considering the changing industry
dynamics and evolving complexity;
5) To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken;
6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by the Risk
Management Committee.

 Senior Management Personnel (SMP):

Senior Management of the Company as on 31st March, 2024 is as under:

Name of the SMP Designation

Mr. Shardul Doshi Chief Financial Officer
Ms. Shalaka Ovalekar Company Secretary
Mr. Balark Banerjea* President – Indian Domestic Business
Mr. Sumer Thakkar General Manager – Sales and Strategy
Mr. Balbir Singh Vice President - Manufacturing
Mr. Sanjay Hatwar General Manager – Nasik
Mr. Deepak Nachane Head – Purchase

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Name of the SMP Designation

Mr. Maneck Katpitia Vice President - International Operations & Supply Chain
Ms. Purvi Dwivedi General Manager - Accounts
Mr. Pravin Nankani Country Manager – GCC, APAC, Africa & Levant Countries
*Mr. Balark Banerjea was appointed as President – Indian Domestic Business w.e.f. 3rd October, 2023.

Mr. Arjuun Guuha was appointed as a Senior Management Personnel w.e.f. 18th September, 2023. Later, he was appointed on the Board
of Directors of the Company as a Whole Time Director w.e.f. 31st October, 2023.

IV. General Body Meetings

A. Location, Time and Date when last three Annual General Meetings of the Company were held are given below:
Financial Year Day & Date Time Location of the Meeting
2020-21 Friday, 24th September, 2021 04.00 p.m. Through Video Conferencing/ Other Audio Visual Means.
2021-22 Friday, 12th August, 2022 10.00 a.m. Through Video Conferencing/ Other Audio Visual Means.
2022-23 Wednesday, 9th August, 2023 04:00 p.m. Through Video Conferencing/ Other Audio Visual Means.

B. Special Resolutions whether passed in the Annual General Meetings:

Special Resolutions passed in the previous three Annual General Meetings:

Sr. Annual General Subject matter of the Special Resolution in brief

No. Meeting held on
1. Friday, 1. Continuation of directorship of Mr. Ravinder Kumar Jain as a Non-Executive Independent Director
24th September, 2021 in terms of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
2. Approval for leasing of assets exceeding 20% of the assets of the Material Subsidiary of the Company.
2. Friday, 3. Approval to permit Non Resident Indians (“NRIs”) to purchase or acquire and hold on their own
12th August, 2022 account, and to make investment in the equity shares of the Company on repatriable basis, subject
to the condition that the aggregate of such holdings by NRIs shall not exceed 24% of paid up equity
share capital.
3. Wednesday, None
9th August, 2023

C. Postal Ballot:
During the Financial Year 2023-24, the following Resolutions were passed through the Postal Ballot on 7th December, 2023:
a) Appointment of Mr. Pheroze K. Mistry (DIN: 00344590) as an Independent Director of the Company for a period of 5 (five) years
w.e.f. 19th September, 2023.
b) Appointment of Mr. Arjuun Guuha (DIN: 10366057) as a Whole Time Director of the Company for a period of 5 (five) years w.e.f.
31st October, 2023.
Mr. Sanjay Risbud of M/s. S. S. Risbud & Co, Company Secretary in whole-time practice was appointed as the Scrutinizer by the Board
to conduct the Postal Ballot process in a fair and transparent manner.
The following result of the Postal Ballot (e-voting only) was declared on 8th December, 2023 and the said resolution were passed with
requisite majority.

Resolutions passed through Postal Ballot Votes in favour of the Resolution Votes against the resolution
No. of shares Percentage (%) No. of shares Percentage (%)
Approval for appointment of Mr. Pheroze K. Mistry (DIN: 5,33,70,781 99.99% 5,623 0.01%
00344590) as an Independent Director of the Company
(Special Resolution)
Appointment of Mr. Arjuun Guuha (DIN: 10366057) as a 5,30,28,350 99.35% 3,48,054 0.65%
Whole Time Director of the Company (Ordinary Resolution)

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Procedure for Postal Ballot

In compliance with the provisions of Section 108, 110 and other applicable provisions, if any, of the Act read with rules made thereunder,
Regulation 44 of the Listing Regulations, Secretarial Standard-2 and the provisions of the Ministry of Corporate Affairs Circulars, and
any amendments thereto, the Company provided facility for voting by E-voting to all the Members to enable them to cast their votes
electronically. For this purpose, the Company engaged the services of its RTA viz. Link Intime India Private Limited and had made
necessary arrangements with RTA to facilitate E-voting. In terms of the General Circular No. 14/2020 dated 8th April, 2020 read with
General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No. 33/2020
dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 10/2021 dated 23rd June,
2021, General Circular No. 11/2022 dated 28th December, 2022 and General Circular No. 09/2023 dated 25th September, 2023 issued by
the Ministry of Corporate Affairs, Government of India (‘MCA Circulars’), voting was done only by E-voting.
In compliance with the requirements of the MCA Circulars, hard copies of Postal Ballot Notice along with Postal Ballot Forms and
pre-paid business envelope was not sent to the Members for this Postal Ballot. The Postal Ballot Notice was sent to Members only in
electronic form to the e-mail addresses registered with the Depository Participants (in case of electronic shareholding)/the Company’s
Registrar and Share Transfer Agent (in case of physical shareholding). The Company had also published a notice in the newspapers
declaring the details of completion of dispatch and such other requirements as mandated under the Act and applicable rules.
Voting rights were reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off date. Members
were requested to vote before the close of the business hours on the last date of the E-voting.
The Scrutinizer submitted his report to the Chairman, after the completion of the scrutiny, and the results of the voting by Postal Ballot,
were then announced by the Company Secretary. The results were displayed on the Company’s website at www.adf-foods.com and were
also put on the notice board of the Company besides being communicated to the Stock Exchanges, Depository and Registrar and Share
Transfer Agent. The last date for e-voting was the date on which the Resolutions were considered as passed.
There is no immediate proposal for passing any resolution through Postal Ballot.

V. Means of Communication
The quarterly, half yearly and annual results are generally published in the “The Financial Express” (Ahmedabad edition in English) and
“Lokmitra” (Ahmedabad edition in Gujarati).
The financial results and other information are displayed on the Company’s website viz. www.adf-foods.com as well as on the website of
the Stock Exchanges viz. www.bseindia.com and www.nseindia.com.
The Company’s website also displays official news releases.
Website: The Company’s website (www.adf-foods.com) contains a separate dedicated section viz. ‘Investors’ where information for the
shareholders is made available. The Company’s Annual Report is also available in downloadable form on the website.
The Company does not have the system of intimating shareholders individually of its quarterly/ half-yearly financial results. However,
investors/ shareholders desirous of getting the quarterly/ half yearly financial results are given copies thereof after consideration of
results by the Board and publication in the newspapers.
Annual Report: The Annual Report containing inter-alia, Audited Standalone Financial Statements, Audited Consolidated Financial
Statements, Directors’ Report, Corporate Governance Report, Business Responsibility & Sustainability Report, Management Discussion
& Analysis Report, Auditors Report and other important information is circulated to the Members and others entitled thereto.
NSE Electronic Application Processing System (NEAPS): The NEAPS are web-based applications designed by NSE for the Corporates.
All periodical compliance filings like Shareholding Pattern, Corporate Governance Report, Financial Results, Statement of Investor’s
Complaints, among others on NSE are filed electronically on NEAPS.
BSE Listing Centre: The Listing Centre is a web-based application designed by BSE for corporates. All periodical compliance filings
like Shareholding Pattern, Corporate Governance Report, Financial Results, Statement of Investor’s Complaints, among others on BSE
are filed electronically on Listing Centre.
SEBI Complaints Redress System (SCORES): The investor complaints are processed in a centralized web-based complaints redress
system. The salient features of this system are: Centralized database of all complaints, online upload of Action Taken Reports (ATRs) by
concerned companies and online viewing by investors of actions taken on the complaint and its current status.
SEBI vide press release no. PR No.06/2024 dated 1st April, 2024 has informed that the new version of the SEBI Complaint Redress
System (SCORES 2.0) has been launched w.e.f. 1st April, 2024.
The new version of SCORES strengthens the investor complaint redress mechanism in the securities market by making the process
more efficient through auto-routing, auto-escalation, monitoring by the Designated Bodies and reduction of timelines. The new

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SCORES system has also been made more user friendly. SCORES is an online system where investors in securities market can lodge
their complaints through web URL and an App. The website URL for SCORES 2.0 from 1st April, 2024 is https://scores.sebi.gov.in.
Online Dispute Resolution (ODR) Mechanism: SEBI vide circular dated 31st July, 2023 has introduced a common Online Dispute
Resolution (ODR) mechanism to facilitate online resolution of all kinds of dispute arising in the Indian Securities market. The ODR
Portal allows investors with additional mechanism to resolve the grievances.
Institutional Investors: There was/ were no presentation/(s) made to institutional investors or to the analysts during the year under
review except those that had been intimated to the Stock Exchanges.

VI. General Shareholders’ Information

A. Annual General Meeting:
Day, Date & Time : Thursday, 1st August, 2024 at 04:00 p.m. (IST)
Venue : Video Conferencing.

B. Financial Year:
The Company follows the Financial Year from 1st April to 31st March.

C. Financial Calendar 2024-25:

Schedule of Board Meetings (tentative):
First Quarter ending 30th June, 2024: on or before 14th August, 2024.
Half Year ending 30th September, 2024: on or before 14th November, 2024.
Third Quarter ending 31st December, 2024: on or before 14th February, 2025.
Year ending 31st March, 2025: on or before 30th May, 2025.

D. Dates of Book Closure:

The Share Transfer Register will remain closed from Saturday, 27th July, 2024 to Thursday, 01st August, 2024 (both days inclusive).

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 has recommended a Final Dividend @ Rs. 1.20 /- per share
(i.e. 60 %) on equity shares of face value of Rs. 2/- each for the Financial Year ended 31st March, 2024, subject to the approval of the
shareholders in the ensuing Annual General Meeting. The Final Dividend, if approved by the Shareholders at the ensuing AGM, the
payment will be made within 30 days from the date of declaration of dividend.
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.

F. Listing on Stock Exchanges

The Equity Shares of the Company are presently listed on the BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
and the National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051.
The Annual Listing fee for the securities listed on the aforesaid Stock Exchanges has been paid to the aforesaid Stock Exchanges for the
Financial Year 2024-25 within the time limit.

G. Stock Code/Symbol:
BSE Limited : 519183
The National Stock Exchange of India Limited : ADFFOODS
ISIN : INE982B01027
CIN : L15400GJ1990PLC014265

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 ADF Foods Limited
Annual Report 2023-24

H. Market Price Data:

The Shareholders of the Company, at the 33rd Annual General Meeting held on 9th 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 record date for the said
sub-division was set as 11th September, 2023. Hence, the share prices and total traded quantities from April 2023 till August, 2023 are
pre-split and share prices and total traded quantities from September, 2023 are post-split.
The monthly high, low and closing price quotations of the Company’s shares traded on the BSE Limited during Financial Year 2023-24
are as under:

Month High (Rs.) Low (Rs.) Close (Rs.) Total Traded

Quantity (Nos.)
Pre Split
April 2023 772.55 714.95 745.45 13,938
May 2023 919.45 750.00 889.55 87,431
June 2023 1020.00 860.15 934.85 75,925
July 2023 1143.90 941.40 1094.65 1,32,263
August 2023 1161.45 1018.35 1091.90 91,707
Post Split
September 2023 237.84 207.50 209.50 3,49,831
October 2023 259.55 203.55 238.35 4,08,015
November 2023 241.00 210.90 213.70 4,54,281
December 2023 218.70 195.45 200.00 4,97,986
January 2024 218.55 188.60 214.25 21,34,999
February 2024 216.70 180.05 190.35 3,94,963
March 2024 225.60 178.55 184.95 7,26,130

Performance in comparison to Broad based indices (BSE - Sensex)

For the purpose of preparing comparative graphs between broad based indices and the Company’s share prices, pre-split share prices
have been adjusted as per the split ratio.

Share Price vis-a-vis BSE Index

250 80000

70000
200
60000
Monthly Share Price Closing (Rs.)

50000
150
Monthly BSE Index

40000

100 30000

20000
50
10000

0 0
3

23
3

4
3
3

3
23

24
3

24
3
-2

-2

-2
-2
r-2

-2
-2

-2

-
p-

b-
n-
ay

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Fe
Se
Ju

Ja

M
M

D
N

Financial Year 2023-24

ADF- Monthly Closing Share Price BSE Sensex- Monthly Closing

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Statutory Reports
Financial Statements

The monthly high, low and closing price quotations of the Company’s shares traded on the National Stock Exchange of India Limited
during the Financial Year 2023-24 are as under:

Month High (Rs.) Low (Rs.) Close (Rs.) Total Traded

Quantity (Nos.)
Pre Split
April 2023 780.00 711.55 746.45 1,62,544
May 2023 919.95 749.95 885.15 12,75,011
June 2023 1024.00 852.50 936.55 12,46,975
July 2023 1144.70 935.00 1097.00 20,14,029
August 2023 1162.45 1015.00 1092.65 8,00,206
Post Split
September 2023 261.95 207.70 209.20 37,50,505
October 2023 259.70 203.80 237.95 68,63,568
November 2023 240.75 209.95 213.75 35,31,732
December 2023 216.50 195.40 200.15 36,54,873
January 2024 219.40 187.60 214.10 58,14,267
February 2024 216.50 180.30 190.20 44,13,864
March 2024 225.40 179.00 184.95 86,03,283

Performance in comparison to Broad based indices (NSE - Nifty)

For the purpose of preparing comparative graphs between broad based indices and the Company’s share prices, pre-split share prices
have been adjusted as per the split ratio.

Share Price vis-a-vis NSE Index

250 25000

23000

200 21000

19000
Monthly Share Price Closing (Rs.)

150 17000
Monthly NSE Nifty
15000

100 13000

11000

50 9000

7000

0 5000
23
3

4
3
3

3
23

24
3

24
3
-2

-2

-2
-2
r-2

-2
-2

-2

-
p-

b-
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Ap

Au
Ju

Fe
Se
Ju

Ja
N

M
M

Financial Year 2023-24

ADF- Monthly Closing Share Price NSE Nifty- Monthly Closing

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I. Registrar & Share Transfer Agent:

The Company’s Registrar & Share Transfer Agent is Link Intime India Private Limited. Their address and contact numbers remain the
same as reproduced below:
C-101, 1st Floor, 247 Park, LBS Marg, Vikhroli West, Mumbai - 400 083.
Tel.: 08108116767 Fax: 022-49186060
E-mail: [email protected]; Website: https://www.linkintime.co.in
Link Intime India Private Limited has developed ‘SWAYAM’ which is a secure, user-friendly web-based application that empowers
shareholders to effortlessly access various services. We request the shareholders to get registered and have first-hand experience of the
portal.
This application can be accessed at https://swayam.linkintime.co.in
ƒ Effective Resolution of Service Request -Generate and Track Service Requests/Complaints through SWAYAM.
ƒ Features - A user-friendly GUI.
ƒ Track Corporate Actions like Dividend/Interest/Bonus/split.
ƒ PAN-based investments - Provides access to linked PAN accounts, Company wise holdings and security valuations.
ƒ Effortlessly Raise request for Unpaid Amounts.
ƒ Self-service portal – for securities held in demat mode and physical securities, whose folios are KYC compliant.
ƒ Statements - View entire holdings and status of corporate benefits.
ƒ Two-factor authentication (2FA) at Login - Enhances security for investors.

J. Share Transfer System:

Shares held in the dematerialized form are electronically traded in the Depositories and the Registrar & Share Transfer Agent of the
Company, viz. Link Intime India Pvt. Ltd., periodically receive the beneficial holdings data from the Depositories so as to enable them
to update their records and to send all corporate communications.
SEBI vide gazette notification dated 24th January, 2022 read with SEBI Circular No. SEBI/ HO/ MIRSD/ MIRSO_RTAMB/ P/
CIR/2022/8 dated 25th January, 2022 has mandated that the companies should effect issuance of certificates or receipts or advices, as
applicable in dematerialized form only, while processing the service requests relating to Issue of Duplicate Securities Certificate, Claim
from Unclaimed Suspense Account, Renewal/ Exchange of Securities Certificate, Endorsement, Sub-Division/ Splitting of Securities
Certificate, Consolidation of Securities Certificates/ Folios, Transmission and Transposition.
Accordingly, the Company sends Letter of Confirmation for requests of transmission of securities, deletion of name, issue of duplicate
certificate etc. instead of issuing physical share certificates. On receipt of the Letter of Confirmation, the shareholders are required to
approach their Depository Participants for conversion of shares into dematerialized mode.
Transfer of the shares into Investor Education and Protection Fund (IEPF) [in cases where dividend has not been paid or claimed for 7
(seven) consecutive years or more] - In terms of Section 124(6) of the Act read with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, and Notifications issued by the Ministry of Corporate Affairs from
time to time, the Company is required to transfer the shares in respect of which dividends have remained unpaid/ unclaimed for a
period of seven consecutive years or more to the IEPF Account established by the Central Government. As no dividend was required to
be transferred to IEPF during Financial Year 2023-24, consequently no shares were transferred to IEPF.
The Company Secretary & Compliance Officer has been given the authority by the Board of Directors to approve the share transfers and
other share related matters. Shareholders’ Grievance/ Stakeholders’ Relationship Committee makes a note of the same.

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Financial Statements

K. Distribution pattern of shareholding as on 31st March, 2024:

Shareholding of Nominal Value (Rs.) No. of Shareholders % of Total Face Value (Rs.) % of Total
1 to 1000 36,817 89.58 1,01,30,158 4.61
1001 to 2000 2,022 4.92 34,02,258 1.55
2001 to 4000 952 2.32 29,06,424 1.32
4001 to 6000 497 1.20 25,17,374 1.14
6001 to 8000 155 0.38 11,12,758 0.51
8001 to 10000 180 0.44 17,30,472 0.79
10001 to 20000 218 0.53 32,74,668 1.49
20001 & above 258 0.63 19,46,53,078 88.59
Total 41,099 100.00 21,97,27,190 100.00

L. Dematerialisation of Equity Shares and Liquidity:

The shares of the Company are mainly traded in dematerialised form and are available for trading under both the Depository Systems,
viz. NSDL (National Securities Depository Limited) and CDSL [Central Depository Services (India) Limited]. 98.14% of total equity
shares of the Company are held in dematerialised form with NSDL and CDSL.

Reconciliation of Share Capital Audit Report

As stipulated by SEBI, a qualified Practicing Company Secretary carries out Reconciliation of Share Capital Audit to reconcile the total
admitted capital with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and
the total issued and listed capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges
where the Company’s shares are listed. The audit confirms that the total paid-up and listed capital is in agreement with the aggregate of
the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.

M. Shareholding pattern as on 31st march, 2024:

Category No. of Shares % Holding
A. Holding of the Promoter Group
(a) Individual / HUF 3,67,29,990 33.43
(b) Bodies Corporate 32,79,575 2.99
Total (A) 4,00,09,565 36.42
B. Non-Promoters Holding
1. Institutional Investors
(a) Mutual Funds / UTI 3000 0.00
(b) Alternate Investment Funds 94,90,993 8.64
(c) Foreign Portfolio Investors/ FIIs 104,98,468 9.56
Sub Total (B1) 1,99,92,461 18.20
2. Others
(a) Bodies Corporate 52,96,047 4.82
(b) Individual 1,95,36,989 17.79
(c) Clearing Member 792 0.00
(d) Non Resident Indian (Repat/ Non Repat) 6,28,769 0.57
(e) NBFCs Registered with RBI 1,36,67,568 12.44
(f) Independent Director 7,39,345 0.67
(g) HUF 6,38,013 0.58
(h) Non-Independent Directors and their Relatives 11,60,000 1.05
(i) Investor Education and Protection Fund 25,65,345 2.34
(j) Foreign Companies 50,00,000 4.55
(k) Unclaimed or Suspense or Escrow Account 2,500 0.00
(l) LLP 2,41,201 0.22
(m) Key Managerial Personnel (KMP) 2,50,000 0.23

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Category No. of Shares % Holding

(n) Relative of Promoters (other than immediate relatives) 1,35,000 0.12
Sub Total (B2) 4,98,61,569 45.38
Total B1+B2 (B) 6,98,54,030 63.58
Grand Total (A)+(B) 10,98,63,595 100.00

Shareholding Pattern as on 31st March, 2024

Promoter
Others 36.42
22.77

Promoter

Institutional Investors

Bodies Corporate

Individual

Individual Others
17.79

Bodies Corporate
Institutional Investors
4.82
18.20

Suspense Escrow Demat Account:

Pursuant to SEBI Circular dated 25th January, 2022, to enhance the shareholders experience in dealing with securities markets, the listed
companies shall issue the securities in dematerialized form only, while processing any investor service requests viz., issue of duplicate
share certificates, endorsement, transmission, transposition.
After processing the investor service request(s), a Letter of Confirmation (‘LOC’) would be issued to the shareholders in lieu of a physical
securities certificate. LOC shall be valid for a period of 120 days, within which the shareholder shall make a request to the Depository
Participant for dematerializing the said securities/shares. In case the shareholders fail to submit the dematerialization request within
120 days, the Companies are required to transfer such shares to Suspense Escrow Demat Account (SEDA) of the Company opened for
this purpose.
Shareholders/Claimants can claim back their shares from SEDA by submitting the required documents to RTA as per SEBI Advisory
dated 30th December, 2022.
Details of shares transferred to / released from SEDA during the Financial Year 2023-24 are as under:

Particular No. of Shares

Shares lying in SEDA as on 1st April, 2023 Nil
Shares transferred to SEDA during Financial Year 2023-24 2500
Shares claimed back from SEDA during Financial Year 2023-24 Nil
Shares lying in SEDA as on 31st March, 2024 2500

N. Outstanding GDRS/ ADRS/ Warrants or any convertible instruments, conversion date and likely impact on Equity:
The Company does not have any outstanding GDRs/ ADRs/Warrants or any convertible instruments as on 31st March, 2024.

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Statutory Reports
Financial Statements

O. Commodity Price Risk or Foreign Exchange Risk and Hedging Activities:

As the Company is engaged in the business of exporting the food products, it is exposed to exchange rate fluctuations on its exports.
In order to mitigate this risk, the Company takes appropriate measures such as entering into forward contracts and hedging of its
receivables.

P. Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified
under Regulation 32 (7A):
26.78 Crores

Q. Where the Board had not accepted any recommendation of any Committee of the Board which is mandatorily
required, in the last financial year, the same to be disclosed along with reasons thereof:
N.A.

R. Total fees for all services paid by the Company and its Subsidiaries, on a consolidated basis, to the Statutory Auditor
and all entities in the network firm/ network entity of which the Statutory Auditor is a part:
M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants (Firm Registration No. 104607W/W100166) have been appointed as the
Statutory Auditors of the Company. The particulars of Statutory Auditors’ fees, on consolidated basis for the Financial Year 2023-24 are
given below:
Name of the Entity Auditor’s Fees (Rs.)
ADF Foods Limited:
Audit Fees 16,25,000
Limited Review Reports (Quarterly) 7,60,000
Other Services 6,75,000
Out of Pocket Expenses 95,000
ADF Foods (India) Limited:
Audit Fees 3,75,000
Limited Review Reports (Quarterly) 1,50,000
Telluric Foods (India) Limited
Audit Fees 2,50,000
Telluric Foods Limited
Audit Fees 3,00,000
Total 42,30,000

S. PLANT LOCATIONS:
* 77/84, GIDC Industrial Estate, Nadiad-387 001, Gujarat.
* 83/86, GIDC Industrial Estate, Nadiad-387 001, Gujarat.
* 94, GIDC Industrial Estate, Nadiad-387 001, Gujarat.
* C 1-40/2, GIDC Industrial Estate, Nadiad-387 001, Gujarat.
* Plot No. 5, MIDC Industrial Estate, Malegaon, Sinnar, Nasik-422 103, Maharashtra.

T. Address for Investor Correspondence:

For any assistance regarding dematerialization of shares, issue of letter of confirmation in lieu of duplicate share certificate, transmissions,
change of address or any other query relating to shares, please write to M/s. Link Intime India Private Limited, at the below mentioned
address:
C - 101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400 083, India.
Tel.: 08108116767 Fax: 022-49186060
Email: [email protected]

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For general correspondence, please write to:

ADF Foods Limited
Registered Office: 83/86, G.I.D.C. Industrial Estate, Nadiad-387 001, Gujarat.
Corporate Office: The Company Secretary,
Marathon Innova, B2, G01, Ground Floor, Lower Parel, Mumbai-400 013.
Email: [email protected]
Tel.: 022 6141 5555; Fax: 022 61415577
Shareholders holding shares in the electronic form should address their correspondence (except those relating to dividend) to their
respective Depository Participants.

U. List of all credit ratings obtained by the Company along with any revisions thereto during the financial year, for
all debt instruments of the Company or any fixed deposit programme or any scheme or proposal of the Company
involving mobilization of funds, whether in India or abroad:
N.A.

V. Other Disclosures:
i) Disclosure regarding materially significant related party transactions:
(a) No transaction of material nature has been entered into by the Company with the related parties that may have potential
conflict with the interest of the Company.
(b) Transactions with related parties viz. Directors and their relatives, Key Managerial Personnel and Subsidiaries are covered by
contracts which govern the terms and conditions clearly.
(c) The Register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly for
its approval. Transactions with related parties are disclosed in Note No. 43 of the Financial Statements.
(d) Related Party Transaction Policy is stated under the web-link below: https://adf-foods.com/wp-content/uploads/2024/06/
Related-Party-Transactions.pdf

ii) Details of compliance with the mandatory requirements and adoption of non-mandatory requirements:
The Company has complied with the mandatory requirements and adopted the non-mandatory requirements the details of which
are given at Point No. (xi) below.

iii) Subsidiary Companies:

The Company’s Material Subsidiary Policy is stated under the web-link below:
https://adf-foods.com/wp-content/uploads/2024/06/Policy-for-Determining-Material-Subsidiary.pdf
The Company does not have any material unlisted Indian subsidiary as on 31st March, 2024.
The Company has four Subsidiaries viz. ADF Foods UK Ltd., Power Brands (Foods) Pvt. Ltd., (under voluntary liquidation), ADF
Foods (India) Ltd. and Telluric Foods (India) Limited and four step down subsidiaries viz. ADF Holdings (USA) Ltd., ADF Foods
(USA) Ltd. Telluric Foods Limited and Vibrant Foods New Jersey LLC.
Power Brands (Foods) Pvt. Ltd. is undergoing voluntary liquidation vide special resolution passed by the members on 5th November,
2012.
The Company monitors performance of its Subsidiaries, inter-alia, by the following means:
ƒ The Financial Statements of the Subsidiary Companies are reviewed by the Audit Committee of the Company.
ƒ The Minutes of the Board Meetings of the Subsidiary Companies are placed before the Board Meeting of the Company.
ƒ The details of any significant transactions and arrangements entered into by the unlisted Subsidiary Companies are placed
before the Board Meeting of the Company.

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Statutory Reports
Financial Statements

Power Brands (Foods) Private Limited:

Power Brands (Foods) Pvt. Ltd., Wholly Owned 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 Companies Act, 2013, the salient features of the financial statement of
the subsidiaries is set out in the prescribed form AOC-1, which forms part of this Annual Report.

iv) Certification from Company Secretary in Practice:

Mr. Sanjay Risbud of M/s. S. S. Risbud & Co., Practicing Company Secretary, has issued a certificate as required under the Listing
Regulations, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Director of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory Authority. The
certificate is enclosed with this section as Annexure II.

v) Disclosure of Accounting Treatment:

The financial statements of the Company have been prepared in accordance with the Companies (Indian Accounting Standards)
Rules, 2015 (Ind AS) prescribed under section 133 of the Companies Act, 2013 which became applicable to the Company w.e.f.
1st April, 2017.

vi) Risk Management:

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

vii) No penalties or strictures have been imposed on the Company by Stock Exchanges or SEBI or any other Statutory Authority on any
matter related to capital market during last three years.
viii) Disclosure of commodity price risks and commodity hedging activities:
The details are mentioned in point number “O” in General Shareholder’s Information.

ix) Vigil Mechanism/ Whistle Blower Policy:

The Board has adopted a ‘Whistle Blower Policy’ in its Meeting held on 11th August, 2014 with an objective to conduct the
Company’s 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 person has
been denied access to the Management and Audit Committee. The mechanism is being reviewed by the Audit Committee of the
Company in accordance with the Listing Regulations.
Whistle Blower Policy of the Company is displayed on the Company’s website at www.adf-foods.com under the web-link: https://
adf-foods.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf.
During the year, no complaints were received and hence, no compliant is pending under the Whistle Blower Policy.

x) Disclosure on Sexual Harassment of Women at Workplace:

The disclosure pursuant to the provisions of Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 is given as under:
No. of complaints filed during the Financial Year 2023-24 - 1
No. of complaints disposed of during Financial Year 2023-24- 1
No. of complaints pending as on the end of Financial Year 2023-24- Nil

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Annual Report 2023-24

xi) The Company has complied with all the mandatory requirements of Regulation 16 to Regulation 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are as under:
Particulars Regulation Compliance status
Number (Yes/No/NA) refer
note below
Independent director(s) have been appointed in terms of specified criteria of 16(1)(b) & 25(6) Yes
‘independence’ and/or ‘eligibility’
Board composition 17(1), 17(1A) & Yes
17(1C), 17(1D) &
17(1E)
Meeting of Board of directors 17(2) Yes
Quorum of Board meeting 17(2A) Yes
Review of Compliance Reports 17(3) Yes
Plans for orderly succession for appointments 17(4) Yes
Code of Conduct 17(5) Yes
Fees/compensation 17(6) Yes
Minimum Information 17(7) Yes
Compliance Certificate 17(8) Yes
Risk Assessment & Management 17(9) Yes
Performance Evaluation of Independent Directors 17(10) Yes
Recommendation of Board 17(11) Yes
Maximum number of Directorships 17A Yes
Composition of Audit Committee 18(1) Yes
Meeting of Audit Committee 18(2) Yes
Role of Audit Committee and information to be reviewed by the audit committee 18(3) Yes
Composition of nomination & remuneration committee 19(1) & (2) Yes
Quorum of Nomination and Remuneration Committee meeting 19(2A) Yes
Meeting of Nomination and Remuneration Committee 19(3A) Yes
Role of Nomination and Remuneration Committee 19(4) Yes
Composition of Stakeholder Relationship Committee 20(1), 20(2) & Yes
20(2A)
Meeting of Stakeholders Relationship Committee 20(3A) Yes
Role of Stakeholders Relationship Committee 20(4) Yes
Composition and role of risk management committee 21(1),(2),(3),(4) Yes
Meeting of Risk Management Committee 21(3A) Yes
Quorum of Risk Management Committee meeting 21(3B) Yes
Gap between the meetings of the Risk Management Committee 21(3C) Yes
Vigil Mechanism 22 Yes
Policy for related party Transaction 23(1), (1A), (5), (6), Yes
& (8)
Prior or Omnibus approval of Audit Committee for all related party transactions 23(2), (3) Yes
Approval for material related party transactions 23(4) Yes
Disclosure of related party transactions on consolidated basis 23(9) Yes
Composition of Board of Directors of unlisted material Subsidiary 24(1) Yes
Other Corporate Governance requirements with respect to subsidiary of listed entity 24(2),(3),(4),(5) Yes
& (6)
Alternate Director to Independent Director 25(1) NA
Maximum Tenure 25(2) Yes
Appointment, Re-appointment or removal of an Independent Director through 25(2A) Yes
special resolution or the alternate mechanism

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Statutory Reports
Financial Statements

Particulars Regulation Compliance status

Number (Yes/No/NA) refer
note below
Meeting of independent directors 25(3) & (4) Yes
Familiarization of independent directors 25(7) Yes
Declaration from Independent Director 25(8) & (9) Yes
Directors and Officers insurance 25(10) Yes
Confirmation with respect to appointment of Independent Directors who resigned 25(11) NA
from the listed entity
Memberships in Committees 26(1) Yes
Affirmation with compliance to code of conduct from members of Board of Directors 26(3) Yes
and Senior management personnel
Disclosure of Shareholding by Non-Executive Directors 26(4) Yes
Policy with respect to Obligations of directors and senior management 26(2) & 26(5) Yes
Approval of the Board and shareholders for compensation or profit sharing in 26(6) Yes
connection with dealings in the securities of the listed entity
Vacancies in respect Key Managerial Personnel 26A(1) & 26A(2) Yes
With regards to the Corporate Governance, the Company is in compliance with the requirements under Regulation 17 to 27
read with Schedule V and Clause (b) to (i) of Sub-Regulation (2) of Regulation 46 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Details of discretionary requirements as per Part E of Schedule II of Regulation 27(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015:
The status of compliance with discretionary requirements as referred above is stated below:
a. The Board: The Company has an Executive Chairman. Therefore, the discretionary requirements pertaining to Non-Executive
Chairman are not applicable.
b. Shareholders’ Rights: As the quarterly and half yearly financial results are published in the newspapers and are also posted on
the Company’s website, the same are not being sent to the shareholders.
c. Modified opinion(s) in Audit Report: The Company’s financial statement for the Financial Year 2023-24 does not contain
modified Audit opinion.
d. Separate posts of Chairperson and the Managing Director or the Chief Executive Officer: Not applicable
e. Reporting of Internal Auditor: The Internal Auditor reports to the Audit Committee.
Details of compliances under Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
Particulars Regulation Compliance status with
Number regard to the disclosure
on the Company’s website
(Yes/No/NA)
Details of business 46(2)(a) Yes
Terms and conditions of appointment of independent directors 46(2)(b) Yes
Composition of various committees of board of directors 46(2)(c) Yes
Code of conduct of board of directors and senior management personnel 46(2)(d) Yes
Details of establishment of vigil mechanism/ Whistle Blower policy 46(2)(e) Yes
Criteria of making payments to non-executive directors, if the same has not been 46(2)(f) N.A. as the same has been
disclosed in the Annual Report disclosed in the Annual
Report
Policy on dealing with related party transactions 46(2)(g) Yes
Policy for determining ‘material’ subsidiaries 46(2)(h) Yes

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Particulars Regulation Compliance status with

Number regard to the disclosure
on the Company’s website
(Yes/No/NA)
Details of familiarization programmes imparted to independent directors 46(2)(i) Yes
Email address for grievance redressal and other relevant details 46(2)(j) Yes
Contact information of the designated officials of the listed entity who are 46(2)(k) Yes
responsible for assisting and handling investor grievances
Financial results 46(2)(l) Yes
Shareholding pattern 46(2)(m) Yes
Details of agreements entered into with the media companies and/or their associates 46(2)(n) NA
Schedule of analyst or institutional investor meet and presentations made by the 46(2)(o) Yes
listed entity to analysts or institutional investors simultaneously with submission to
stock exchange
Audio or video recordings and transcripts of post earnings/quarterly calls 46(2)(oa) Yes
New name and the old name of the listed entity 46(2)(p) NA
Advertisements as per regulation 47 (1) 46(2)(q) Yes
Credit rating or revision in credit rating obtained 46(2)(r) NA
Separate audited financial statements of each subsidiary of the listed entity in 46(2)(s) Yes
respect of a relevant financial year
Secretarial Compliance Report 46(2)(t) Yes
Materiality Policy as per Regulation 30 (4) 46(2)(u) Yes
Disclosure of contact details of KMP who are authorized for the purpose of 46(2)(v) Yes
determining materiality as required under regulation 30(5)
Disclosures under regulation 30(8) 46(2)(w) Yes
Statements of deviation(s) or variations(s) as specified in regulation 32 46(2)(x) Yes
Dividend Distribution policy as per Regulation 43A(1) 46(2)(y) Yes
Annual return as provided under section 92 of the Companies Act, 2013 46(2)(z) Yes

W. Non-Compliance of any requirement of Corporate Governance Report, with reasons thereof:

N.A.

X. Disclosures with respect to demat suspense account/ unclaimed suspense account:

In accordance with the provision of Regulation 39(4) and Schedule VI of Listing Regulations, the Company has opened an Unclaimed
Suspense Account with IIFL Wealth Management Limited and has no unclaimed shares of the shareholders held in physical form.
The requisite disclosures as per Schedule V (F) of Listing Regulations in this regard are given below:
(a) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the Year – Nil
(b) Number of shareholders who approached listed entity for transfer of shares from suspense account during the year - Nil
(c) Number of shareholders to whom shares were transferred from suspense account during the year - Nil
(d) Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of year – Nil
(e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Y. Disclosure of loans and advances in the nature of loans to firms/companies in which directors are interested:
Name of entity Nature of loan and advances Amount
Nil
Note: Loans and advances to subsidiary whose accounts are consolidated is exempt and hence not mentioned above.

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Z. Details of Material Subsidiaries of the Listed Entity:

Name of Material Subsidiary Date of Incorporation Place of Incorporation Statutory Auditors
ADF Holdings (USA) Ltd. 22nd September, 2010 Delaware, USA Funaro & Co., P.C.
ADF Foods UK Limited 6th September, 2002 England & Wales *Not Applicable.
Vibrant Foods New Jersey LLC 1st September, 2021 New Jersey, USA Funaro & Co., P.C.
* Kalyaniwalla & Mistry LLP was appointed for Special Purpose Audit.

AA. CODE OF CONDUCT:

The Company has adopted the Code of Conduct and Ethics for Directors and Senior Management. As provided under Regulation
26(3) of the Listing Regulations, relating to Corporate Governance, all the Board Members and the Senior Management Personnel of
the Company have affirmed compliance with the Code and a declaration signed by the Managing Director & CEO is given below:
“It is hereby declared that the Company has obtained from all Members of the Board and Senior Management Personnel, an affirmation
that they have complied with the Code of Conduct for the Board Members and Senior Management Personnel for the Financial Year
ended 31st March, 2024.”
Code of Conduct of the Company is displayed on the Company’s website at www.adf-foods.com under the web-link https://adf-foods.
com/wp-content/uploads/2024/06/ADF-Code-of-Conduct.pdf.

BB. CEO/CFO Certification:

A certificate duly signed by the Managing Director & CEO and CFO that the Financial Statements reflect true and fair view of the
affairs of the Company was placed before the Board. The certificate is attached at Annexure III to this Report.

For and on behalf of the Board of Directors

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

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Annexure I

Report on Corporate Governance

Details of other Directorships and Committee Memberships of all the Directors as on 31st March, 2024:

[1] Mr. Bimal R. Thakkar

Other Directorships:
ƒ Saurashtra Cement Limited
ƒ ADF Foods (India) Limited
ƒ Power Brands (Foods) Private Limited [Under Voluntary Liquidation]
ƒ ADF Foods UK Limited
ƒ ADF Holdings (USA) Limited
ƒ ADF Foods (USA) Limited
ƒ Telluric Foods Limited
ƒ Telluric Foods (India) Limited

Committee Memberships:
ƒ ADF Foods Limited
» Shareholders’ Grievance/Stakeholders’ Relationship Committee
» Corporate Social Responsibility Committee
» Risk Management Committee
ƒ Saurashtra Cement Limited
» Nomination & Remuneration Committee
» Stakeholders Relationship / Shareholders Grievances Committee
» Allotment Committee
» Corporate Social Responsibility Committee
» Finance Committee

[2] Mr. Viren A. Merchant

Other Directorships:
ƒ Encore Healthcare Private Limited
ƒ Encore Healthcare International Private Limited
ƒ ADF Foods (India) Limited

Committee Memberships:
ƒ ADF Foods Limited
» Audit Committee
» Corporate Social Responsibility Committee
» Shareholders’ Grievance/ Stakeholders’ Relationship Committee

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[3] Mr. Jay M. Mehta

Other Directorships:
ƒ Saurashtra Cement Limited
ƒ Metro Pizza Private Limited
ƒ Goodkarma Hospitality Private Limited
ƒ Indianapoli Hospitality Private Limited
ƒ Omna Exports Private Limited
ƒ Galaxy Technologies Private Limited
ƒ Mehta Private Limited
ƒ Agrima Consultants International Limited
ƒ Arclightz and Films Private Limited
ƒ Knight Riders Sports Private Limited
ƒ ADF Foods UK Limited
ƒ International Wine and Food Society
ƒ Indian Automotive Racing Club Limited

Committee Memberships:
ƒ ADF Foods Limited
» Nomination & Remuneration Committee
» Corporate Social Responsibility Committee
ƒ Saurashtra Cement Limited
» Shareholder’s Grievance/ Stakeholder’s Relationship Committee
» Corporate Social Responsibility Committee

[4] Mr. Ravinder Kumar Jain

Other Directorships:
ƒ Delta Corp Limited
ƒ Noble Newera Milestone Trading and Investment Private Limited
ƒ Accra Investments Private Limited
ƒ Orange City Properties Private Limited
ƒ Nobel Feedback Computers Private Limited
ƒ Spirit Marketing Private Limited
ƒ Craft Brewerkz Private Limited
ƒ Marvel Resorts Private Limited
ƒ Bayside Properties Private Limited

Committee Memberships:
ƒ ADF Foods Limited
» Audit Committee
» Nomination & Remuneration Committee
ƒ Delta Corp Limited
» Audit Committee
ƒ Marvel Resorts Private Limited
» Audit Committee
» Nomination & Remuneration Committee

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[5] Mr. Chandir G. Gidwani

Other Directorships:
ƒ Centrum Capital Limited
ƒ Nanikrami Agro Private Limited
ƒ Maurya Sugar Private Limited
ƒ Casby Global Air Private Limited
ƒ Club 7 Holidays Limited
ƒ Sonchajyo Investments and Finance Private Limited
ƒ Gurudaya Estates Private Limited
ƒ Begonia Ventures Private Limited
ƒ Business Match Services (India) Private Limited
ƒ JBCG Advisory Services Private Limited
ƒ P & M Infrastructures Limited
ƒ Centrum Fiscal Private Limited
ƒ Royale Thrill Ventures Private Limited
ƒ Centrum Holdings Limited
ƒ ADF Foods UK Limited
ƒ ADF Holdings (USA) Limited
ƒ ADF Foods (USA) Limited
ƒ Modulus Alternatives Investment Managers Limited
ƒ Unity Small Finance Bank Limited (Nominee Director)

Committee Memberships:
ƒ Centrum Capital Limited
» Nomination & Remuneration Committee
» Shareholder’s Grievance/ Stakeholder’s Relationship Committee
» Corporate Social Responsibility Committee

ƒ ADF Foods Limited

» Audit Committee
» Nomination & Remuneration Committee
» Risk Management Committee

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[6] Ms. Deepa Misra Harris

Other Directorships:
ƒ TCPL Packaging Limited
ƒ Prozone Realty Limited
ƒ Jubilant Foodworks Limited
ƒ Yatra Online Limited

Committee Memberships:
ƒ Prozone Realty Limited
» Audit Committee
» Nomination & Remuneration Committee
» Shareholder’s Grievance/ Stakeholder’s Relationship Committee
» Corporate Social Responsibility Committee

ƒ Jubilant Foodworks Limited

» Audit Committee
» Corporate Social Responsibility Committee
» Risk Management Committee
» Digital & Tech Committee

ƒ ADF Foods Limited

» Corporate Social Responsibility Committee
» Shareholders’ Grievance/ Stakeholders’ Relationship Committee
» Audit Committee

ƒ Yatra Online Limited

» Nomination & Remuneration Committee
» Corporate Social Responsibility Committee

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Annexure II

Certificate of Non-Disqualification of Directors

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members of
ADF Foods Limited
Mumbai

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of ADF Foods Limited having
CIN: L15400GJ1990PLC014265 and having its Registered Office at 83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001 (hereinafter referred
to as ‘the Company’), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation
34(3) read with Schedule V Para-C Sub Clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
In my opinion and to the best of my information and according to the verifications (including Directors Identification Number (DIN)
status at the portal www.mca.gov.in) as considered necessary and explanations furnished to me by the Company and its officers, I hereby
certify that none of the Directors on the Board of the Company as stated below for the Financial Year ending on 31st March, 2024 have been
debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India,
Ministry of Corporate Affairs, or any such other Statutory Authority.

Sr. No. Name of Director DIN Date of appointment

in the Company
1. Bimal Ramesh Thakkar 00087404 30/05/2003
2. Viren Ajitkumar Merchant 00033464 03/11/2005
3. Ravinder Kumar Jain 00652148 11/10/2007
4. Jay Mahendra Mehta 00152072 12/02/2019
5. Chandir Gobind Gidwani 00011916 07/02/2020
6. Deepa Misra Harris 00064912 25/03/2020
7. Pheroze Kersharp Mistry 00344590 19/09/2023
8. Arjuun Guuha 10366057 31/10/2023
Ensuring the eligibility for the appointment/ continuity of every Director on the Board is the responsibility of the management of the
Company. Our responsibility is to express an opinion on these based on our verification. This Certificate is neither an assurance as to the
future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

Name: Sanjay S. Risbud,

Practicing Company Secretary
Membership No.: 13774
Place: Thane CP No.: 5117
Date : 23rd April, 2024 UDIN: A013774F000215789

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Annexure III

Chief Executive Officer (CEO) and

Chief Financial Officer (CFO) Certification

To
The Board of Directors
ADF Foods Limited

We, the undersigned, hereby certify and confirm to the Board of Directors of the Company that:
A. We have reviewed financial statements and cash flow statement for the Financial Year ended 31st March, 2024 and that to the best of our
knowledge and belief;
1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be
misleading;
2) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
B. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,
illegal or violative of the Company’s Code of Conduct.
C. We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluated the effectiveness
of internal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit
Committee, deficiencies in the design or operation of such internal controls, of which we are aware and we have taken steps to rectify
these deficiencies.
D. We have indicated to the Auditors and the Audit Committee that:
1. there are no significant changes in internal control over financial reporting during the year;
2. there are no significant changes in accounting policies during the year; and
3. there has been no instance of fraud of which we have become aware and the involvement therein, if any, of the management or an
employee having a significant role in the Company’s internal control system over financial reporting.

Bimal R. Thakkar Shardul Doshi

Chairman, Managing Director & CEO CFO
Date: 9th May, 2024 DIN: 00087404

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Independent Auditor’s Certificate on Corporate Governance

To
The Members of
ADF Foods Limited
1. We, Kalyaniwalla & Mistry LLP, Chartered Accountants, the Statutory Auditors of ADF Foods Limited (“the Company”) have examined
the compliance of conditions of Corporate Governance by the Company, for the year ended March 31, 2024, as stipulated in Regulation
17 to 27 and clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (“SEBI Listing Regulations”), pursuant to the
Listing Agreement of the Company with the Stock Exchanges.

Management’s Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the Management, including the preparation and
maintenance of all relevant supporting records and documents. This responsibility includes the design, implementation and maintenance
of internal control and procedures to ensure the compliance with the conditions of the Corporate Governance stipulated in the SEBI
Listing Regulations.

Auditor’s Responsibility
3. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company, for ensuring
compliance with the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.
4. We have examined the books of account and other relevant records and documents maintained by the Company for the purposes of
providing reasonable assurance on the compliance with Corporate Governance requirements by the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on Certification of
Corporate Governance issued by the Institute of the Chartered Accountants of India (the ICAI), the Standards on Auditing specified
under Section 143(10) of the Companies Act 2013, in so far as applicable for the purpose of this certificate and as per the Guidance Note
on Reports or Certificates for Special Purposes issued by the ICAI which requires that we comply with the ethical requirements of the
Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

Opinion
7. Based on our examination of the relevant records and according to the information and explanations provided to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance
as stipulated in Regulation 17 to 27, Clauses (b) to (i) of regulation 46(2) and paragraphs C, D and E of Schedule V of the SEBI Listing
Regulations during the year ended March 31, 2024.
8. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.

Restriction on use
9. This certificate has been issued at the request of the Company solely for the purpose of enabling the Company to comply with the
requirement of the SEBI Listing Regulations and should not be used by any other person or for any other purpose without our prior
written consent. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person
to whom this certificate is shown or into whose hands it may come without our prior consent in writing.

For Kalyaniwalla & Mistry LLP

Chartered Accountants
Firm Registration Number 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Place: Mumbai Membership Number 107017
Date: May 9, 2024 UDIN: 24107017BKERTY9565
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Financial Statements

Business Responsibility & Sustainability Report

Index

Section A: General Disclosures

Details of the Listed Entity

Products/Services

Operations

Employees

Holding, Subsidiary and Associate Companies (including Joint Ventures)

CSR Details

Transparency and Disclosures Compliances

Section B: Management and Process Disclosures

Section C: Principle Wise Performance Disclosures

Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and
Accountable.

Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe.

Principle 3: Businesses should respect and promote the well-being of all employees, including those in their value chains.

Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders.

Principle 5: Businesses should respect and promote human rights.

Principle 6: Businesses should respect and make efforts to protect and restore the environment.

Principle 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and
transparent.

Principle 8: Businesses should promote inclusive growth and equitable development.

Principle 9: Businesses should engage with and provide value to their consumers in a responsible manner.

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Section A General Disclosures

I Details of the Listed Entity

1. Corporate Identity Number (CIN) L15400GJ1990PLC014265
2. Name of the Listed Entity ADF Foods Limited
3. Year of incorporation 1990
4. Registered office address 83/86, G.I.D.C Industrial Estate, Nadiad - 387 001, Gujarat, India
5. Corporate address Marathon Innova B2 – G01 Ground Floor, Opp. Peninsula
Corporate Park, G.K. Road, Lower Parel (W), Mumbai – 400 013
6. E-mail [email protected]
7. Telephone 022 6141 5555
8. Website https://adf-foods.com/
9. The financial year for which reporting is being done 2023-24
10. Name of the Stock Exchange(s) where shares are listed National Stock Exchange (NSE) and Bombay Stock Exchange
(BSE)
11. Paid-up Capital ₹ 21,97,27,190
12. Name and contact details of the person who may be contacted Shalaka Ovalekar
in case of any queries on the BRSR report Email: [email protected]
13. Reporting boundary Disclosures made in this report are on a standalone basis
14. Name of the Assurance provider Not Applicable
15. Type of Assurance obtained Not Applicable

II Products/Services
16. Details of business activities (accounting for 90% of the turnover):

Sr. Description of Main Description of Business Activity % of Turnover of the

No. Activity Entity
1 Manufacturing and ADF Foods is a leading global food manufacturing company and 100%
Distribution of Processed distributor offering products such as sauces, pickles, chutneys,
Foods pastes, ready-to-cook, ready-to-eat products and frozen foods.

17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

Sr. Product/Service NIC Code % of total Turnover

No. contributed
1 Meal accompaniments and Prepared food in frozen or canned form 10306 & 10750 100%

III Operations
18. The number of locations where plants and/or operations/offices of the entity are situated:

Location Number of plants Number of offices Total

National 2 3 5
International 0 3 3

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19. Markets served by the entity:

a. Number of locations
Locations Number
National (No. of States) Pan India
International (No. of Countries) 55+
Nature of Activity Manufacturing and Distribution of Processed Foods
Market served by the entity North America, Europe, APAC, Middle East countries and PAN India

b. What is the contribution of exports as a percentage of the total turnover?

FY24 FY23 FY22
India 2,52,66,608.00 1,31,02,237.00 1,06,02,543.00
Outside India 3,91,84,16,043.00 3,46,04,66,683.00 2,85,54,60,446.00
Total 3,94,36,82,651.00 3,47,35,68,920.00 2,86,60,62,989.00
Contribution of Exports 99.36% 99.62% 99.63%

c. A brief on types of customers

ADF Foods serves a wide range of customers, including retail consumers, wholesalers and distributors. The Company has strong
distribution network in more than 55 countries across the Globe.

IV Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):
Sr. Particulars Total (A) Male Female
No No. (B) % (B / A) No. (C) % (C / A)
Employees
1. Permanent (D) 236 216 92% 20 8%
2. Other than Permanent (E) Not applicable as all employees are permanent employees.
3. Total employees (D + E) 236 216 92% 20 8%
Workers
4. Permanent (F) 118 61 52% 57 48%
5. Other than Permanent (G) 1177 471 40% 706 60%
6. Total workers (F + G) 1295 532 41% 763 59%
b. Differently abled Employees and workers:
Sr. Particulars Total (A) Male Female
No No. (B) % (B / A) No. (C) % (C / A)
Differently-abled employees
1. Permanent (D) 0 0 0 0 0
2. Other than Permanent (E) 0 0 0 0 0
3. Total differently abled employees (D + E) 0 0 0 0 0
Differently-abled workers
4. Permanent (F) 0 0 0 0 0
5. Other than Permanent (G) 0 0 0 0 0
6. Total differently abled workers (F + G) 0 0 0 0 0

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21. Participation/Inclusion/Representation of women

Particulars Total (A) No. and percentage of Females

No. (B) % (B / A)
Board of Directors 7 1 14%
*Key Management Personnel (KMP) 3 1 33%
*KMP includes Company Secretary, CFO & Director-Operations who is also part of the Board of Directors. For the purpose of calculation, he is excluded from the count of
Board of Directors.

22. Turnover rate for permanent employees and workers

Particulars FY 2023-24 (Turnover rate in FY 2022-23 (Turnover rate in FY 2021-22 (Turnover rate in
current FY) previous FY) the year prior to the previous
FY)
Male Female Total Male Female Total Male Female Total
Permanent Employees 12% 15% 12% 14% 0 6% 25% 3% 13%
Permanent Workers 0 0 0 3% 1% 3% 1% 1% 2%

V Holding, Subsidiary and Associate Companies (including joint ventures)

23. Names of holding / subsidiary / associate companies / joint ventures

Sr. Name of the holding/ subsidiary/associate Indicate whether % of shares Does the entity indicated at
No. companies/ joint ventures (A) holding/ Subsidiary/ held by listed column A, participate in the
Associate/ Joint entity Business Responsibility initiatives
Venture of the listed entity? (Yes/No)
1 ADF Foods (India) Limited Subsidiary 100% No
2 Telluric Foods (India) Limited Subsidiary 100% No
3 Telluric Foods Limited Subsidiary 100% No
4 ADF Foods UK Limited Subsidiary 100% No
5 ADF Holdings (USA) Limited Subsidiary 100% No
6 ADF Foods (USA) Limited Subsidiary 100% No
7 Vibrant Foods New Jersey LLC Subsidiary 70% No

VI CSR Details
24. (i) Whether CSR is applicable: Yes
(ii) Turnover (Rs. in Lakhs): Rs. 41,411.83 Lakhs
(iii) Net worth (Rs. in Lakhs): Rs. 45,090.56 Lakhs

VII Transparency and Disclosures Compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business
Conduct:

Stakeholder group from whom Grievance FY 2023-24 FY 2022-23

complaint is received Redressal Number of Number of Remarks Number of Number of Remarks
Mechanism complaints complaints complaints complaints
in Place (Yes/ filed during pending filed during pending
No) the year resolution the year resolution
at close of at close of
the year the year
Communities Yes NIL NIL NIL NIL NIL NIL
Investors (other than shareholders) Yes NIL NIL NIL NIL NIL NIL

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Stakeholder group Grievance Redressal FY 2023-24 FY 2022-23

from whom complaint Mechanism in Place Number of Number of Remarks Number of Number of Remarks
is received (Yes/No) complaints complaints complaints complaints
(If Yes, then provide web- filed during pending filed during pending
link for grievance redress the year resolution the year resolution
policy) at close of at close of
the year the year
Shareholders Yes 12 NIL NIL 14 NIL NIL
Employees and workers Posh Committee/ 1 NIL NIL NIL NIL NIL
Suggestion Box
Customers Yes 34 NIL NIL 35 NIL NIL
Value Chain Partners Yes NIL NIL NIL NIL NIL NIL
Other (please specify) Yes NIL NIL NIL NIL NIL NIL

Note: The weblink for resolving grievances of external stakeholders is as under

https://adf-foods.com/wp-content/uploads/2024/06/Grievance-Redressal-Policy-External.pdf (External)

The weblink for resolving grievances of internal stakeholders is as under

https://adf-foods.com/wp-content/uploads/2024/06/Grievance-Redressal-Policy-Internal.pdf (Internal)

Internal Grievance Redressal Mechanism :

The employees shall approach the HR Department with their Grievances. HR Department shall follow the below procedure :
ƒ Ask employee to submit their grievances in writing, if possible
ƒ Talk with the employee to ensure the matter is understood completely
ƒ Provide the employee who faces allegations with a copy of the grievance
ƒ Organize mediation procedures (e.g. arranging a formal meeting)
ƒ Refer to Grievance Redressal Committee within 5 days if the same can’t be resolved through mediation. The Grievance Redressal
committee shall commence the enquiry within 10 days of receipt of the Grievance and communicate the decision within 3 months.
ƒ Take actions to ensure the formal decision is adhered to
ƒ Keep accurate records

26. Overview of the entity’s material responsible business conduct issues

Sr. Material issue Indicate Rationale for identifying In case of risk, Financial implications of
No. identified whether risk the risk/ opportunity approach to adapt or the risk or opportunity
or opportunity mitigate (Indicate positive or
(R/O) negative implications)
1 Energy Management Opportunity Planned and executed Obtain renewable Investing in renewable
renewable energy systems energy through solar energy systems, energy-
and energy-efficient power units, supply of efficient appliances,
appliances can drive the renewable energy and and machinery has the
organisation to reach migrate to energy- potential to provide
maximum efficiency of efficient machinery and positive benefits and
energy produced and appliances to minimise decrease operating
procured. power consumption. expenses over the long
run.

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Sr. Material issue Indicate Rationale for identifying In case of risk, Financial implications of
No. identified whether risk the risk/ opportunity approach to adapt or the risk or opportunity
or opportunity mitigate (Indicate positive or
(R/O) negative implications)
2 Carbon Emissions Risk Rising product demand Implementation Increasing operating costs
will need higher of energy efficient (negative implication)
manufacturing capacity, technologies in the will be brought on
resulting in a rise in processes such as by investments in
emissions. efficient machinery, more environmentally
environment friendly friendly technology and
resources and techniques for reducing
transitioning to low- emissions.
emission fuels.
3 Water Management Risk With water being a Establish strategies and There is no estimated
scarce resource on the audits to guarantee immediate financial
planet and an essential optimal ZLD efficiency effect, and measures are
component of food in all plants, as well as being undertaken to
production industry, additional measures promote efficient water
the scarcity and to conserve water management to avoid
mismanagement of water resources through this issue from becoming
poses a risk to the future programmes such as unmanageable.
operations rainwater harvesting
and groundwater
recharging.
4 Packaging Material Risk Due to the different Initiatives are being An increase in output
geographical locations of developed to embrace will result in an increase
the customers, it is not more environmentally in packaging trash,
always feasible to monitor friendly packaging increasing the Company’s
treatment and disposal or technologies and responsibility for the
offer a collection of food materials in order waste and the increased
packaging waste handled to provide a safe quantity to acquire and
by individual customers. environment. Present execute viable treatment
packaging material has technologies. The same
increased shelf life of will have negative
the products leading financial implications in
to an increase in the the short run.
waste due to expiry of
products.
5 Waste Management Opportunity The waste produced may Collaboration with Waste is recycled and
be seen as a resource External agencies to reused both internally
that could be used in the ensure efficient waste and externally, resulting
future as well as a way to recycling processes in lower operating costs
lessen the negative effects are being developed in and a contribution
the business has on the order to reduce waste to minimising
environment. Food disposal. ZLD process environmental waste. The
residue from production is available in Nasik and same will have positive
can be used for fodder further steps are taken financial implications in
and similar purposes. to ensure that waste is the long run.
processed and disposed
of in accordance with
CPCB/SPCB-approved
limits.

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Sr. Material issue Indicate Rationale for identifying In case of risk, Financial implications of
No. identified whether risk the risk/ opportunity approach to adapt or the risk or opportunity
or opportunity mitigate (Indicate positive or
(R/O) negative implications)
6 CSR Opportunity Involvement in the Development and The benefits to the
development of the implementation of community via
community serves to community engagement engagement activities
improve the standard activities with the of the company develop
of community life, provision of funds to goodwill and boost the
therefore producing the community as well Company’s brand, which
future employees and as through initiatives has long-term financial
consumers. It also helps of the CSR dept. of the benefits.
the company generate Company.
goodwill by becoming a
community benefactor.
7 Diversity, Equity and Opportunity It provides the Company Focus on encouraging The benefits that DEI
Inclusion an avenue to contribute people from all walks activities bring to the
to the betterment of the of life to enter the workforce develop loyalty
society as a whole and workforce by providing among employees and
access to a larger pool of a safer workplace via enhance the Company’s
talent for its workforce. the implementation workforce, which has
of legislation that long-term financial
safeguard equal rights, benefits.
fair pay and workplace
safety. Creating robust
systems in the form
of policies, as well as
efficient monitoring
mechanisms, to
ensure that initiatives
are carried out in
accordance with the
Company’s values.
8 Human Rights Risk Regular changing All operations are A violation in any of
regulations pose a rigorously monitored the business activities
challenge to the business to ensure that no can lead to severe
in terms of being ethical human rights violations reputational and financial
and fair employer. occur in the course risk for the organisation
of doing business.
We are committed to
conducting regular
human rights training
for our employees and
workers.

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Sr. Material issue Indicate Rationale for identifying In case of risk, Financial implications of
No. identified whether risk the risk/ opportunity approach to adapt or the risk or opportunity
or opportunity mitigate (Indicate positive or
(R/O) negative implications)
9 Workforce Welfare Opportunity As staff is an important Measures to guarantee Expenses for benefits
component of the that a specific emphasis are vital for worker
business growth is placed on providing welfare and producing
plan, failing to satisfy benefits other than a motivated staff, which
workforce expectations wages/salaries to leads to greater quality
may have a negative all workers, such as of operations and,
impact on the Company’s medical and accidental consequently, increased
retention rate and insurance and other revenues.
business continuity. social security benefits.
10 Human capital Opportunity Highly skilled workers Ensure the holistic Efforts in ensuring
Development. and employees carry development of all the skill development
out their duties more Company personnel of the workforce
effectively and efficiently, via advanced will lead to a more
resulting in a more technology training efficient workforce and
effective workforce that in manufacturing improved productivity
supports the Company’s processes and logistics. of the Company thereby
internal growth, which Furthermore, relevant bringing the positive
in turn helps to improve individuals receive skill financial implications.
product quality and, enhancement training
eventually, revenue. to ensure that the
workforce is equipped
with the most efficient
skills.
11 Employee Health and Risk Employee health Workplace safety Financial resources
Safety and safety issues can policies are being dedicated to employee
cause operations to be adopted in order health and safety will
disrupted, productivity to safeguard the yield positive results in
levels to fall, and the workforce’s safety and the long term.
brand’s image in the boost productivity.
market to suffer. Workers are provided
with the necessary
personal protective
equipment, and
stringent safety
measures are
implemented. To
raise safety awareness
among all employees,
promotional initiatives
and training are
implemented.

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Financial Statements

Sr. Material issue Indicate Rationale for identifying In case of risk, Financial implications of
No. identified whether risk the risk/ opportunity approach to adapt or the risk or opportunity
or opportunity mitigate (Indicate positive or
(R/O) negative implications)
12 Sustainable Sourcing Opportunity Sourcing raw materials ADF obtains majority of The reasonable cost of
from local suppliers helps agro-based raw material raw materials due to
the Company procure from local mandis. purchasing from local
fresh materials for its The promotion of local vendors enhanced ADF’s
food products thereby vendors provides them commitment to the
enhancing the product with an enhanced environment by lowering
quality and economic source of revenue. emissions from reduced
development of the local transportation, improving
communities. product quality
attributable to freshly
sourced raw material, and
upliftment of the local
community. The same
will result into positive
financial implication.
13 Product Design & Opportunity Improved package quality Efforts are being Environmentally
Lifecycle Management in terms of environmental developed to transition friendly packaging will
friendliness would all viable items to ultimately lower indirect
significantly minimize more environmentally waste management
ADF’s carbon footprint friendly packaging. costs and move the
and demonstrate ADF’s Company towards a more
commitment to the sustainable model.
sustainable environment.
14 Product quality and Risk With the packaged food Comprehensive Any deviation from
safety industry’s high sensitivity monitoring systems product quality and safety
to product quality of all business standards could result in
and safety concerns, operations to assure fines and loss of business
controlling risks product quality and and therefore revenue. It
associated with product strict guidelines for can also potentially cause
responsibility is critical guaranteeing product a reputational loss for the
for a successful business safety in accordance Company.
model. with industry standards
and applicable statutory
norms.
15 Business Conduct and Risk Any transgression of the Mechanisms for A violation in any of
Ethics organization’s ethical rigorous monitoring the business activities
standards may result in and compliance are can lead to severe
the loss of goodwill of put in place to ensure reputational, financial,
the business and may that all business and legal risk for the
have financial and legal operations adhere to the organisation.
repercussions. Company’s principles
and rules.

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Section B Management And Process Disclosures

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC
Principles and Core Elements.

Disclosure P P P P P P P P P
Questions 1 2 3 4 5 6 7 8 9
Policy and management processes
1. a. Whether your entity’s policy/policies cover each
Y Y Y Y Y Y Y Y Y
principle and its core elements of the NGRBCs. (Yes/No)
b. Has the policy been approved by the Board? (Yes/No)
Y Y Y Y Y Y Y Y Y
[Refer Note 1]
c. Web Link of the Policies, if available https://adf-foods.com/wp-content/uploads/2024/06/Whistle-Blower-
Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/ADF-Code-of-
Conduct.pdf
https://adf-foods.com/wp-content/uploads/2024/06/CSR-Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Sexual-
Harrasement-Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Environment-
Protection-Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Equal-
Opportunity-for-Work-and-Pay-Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Grievance-
Redressal-Policy-External.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Grievance-
Redressal-Policy-Internal.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Human-Rights-
Policy.pdf
https://adf-foods.com/wp-content/uploads/2024/06/Preferential-
Procurement-Policy.pdf
2. Whether the entity has translated the policy into procedures.
Y Y Y Y Y Y Y Y Y
(Yes / No)
3. Do the enlisted policies extend to your value chain partners?
No
(Yes/No)
4. Name of the national and international codes/certifications/ 1. ISO 22000: 2018 certificate
labels/ standards 2. SGS accreditation / BRCGS certifications
3. SMETA Audit
4. HALAL certification
5. Kosher Certification
5. Specific commitments, goals and targets set by the entity with ADF’s ESG Roadmap with specific commitments, goals and targets is
defined timelines, if any. under development. This would be published as per the approval from
our Board in the coming year.
6. Performance of the entity against the specific commitments,
goals and targets along-with reasons in case the same are not Not applicable
met.

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Governance, leadership and oversight

7. Statement by the director responsible for the business responsibility report, highlighting ESG-related challenges, targets and
achievements (listed entity has flexibility regarding the placement of this disclosure)
At ADF, we recognize the crucial role that we play in ensuring the sustainability of our planet. We are committed to minimizing our
environmental impact by taking responsible actions that prioritize sustainability in every aspect of our operations. To achieve our
sustainability goals, we have implemented a comprehensive sustainability strategy that includes reducing greenhouse gas emissions,
improving water efficiency, and reducing waste. We have also invested in renewable energy sources to power our operations, have
implemented energy-efficient technologies throughout our production facilities and Zero Liquid Discharge in our facility at Nasik.
In addition to minimizing our environmental impact, we are also committed to promoting social sustainability. We are in the process
of prioritising fair labour practices throughout our supply chain and work with suppliers who share our commitment to human rights,
labour rights and ethical business practices.
As a Company, we understand that sustainability is an ongoing journey, and we are continuously looking for ways to improve and
innovate our sustainability practices. We believe that by prioritizing sustainability, we can create long-term value for our customers,
our employees and the planet.
We are proud of the progress we have made thus far and remain committed to achieving our sustainability goals while also driving
growth and delivering value for all of our stakeholders.

8. Details of the highest authority responsible for implementation

Chief Executive Officer
and oversight of the Business Responsibility Policy (ies).

9. Does the entity have a specified Committee of the Board/ Yes, an Internal ESG Committee has been formed. The Composition
Director responsible for decision making on sustainability of the Committee is as follows:
related issues? (Yes / No). If yes, provide details.
1) Mr. Arjuun Guuha, Whole Time Director – Chairman;
2) Mr. Shardul Doshi, Chief Financial Officer – Member;
3) Mr. Sumer Thakkar, General Manager-Sales & Strategy –
Member;
4) Ms. Shalaka Ovalekar – Company Secretary & VP Legal –
Member.

10. Details of Review of NGRBCs by the Company:

Subject for Review Indicate whether review was Frequency (Annually/ Half yearly/
undertaken by Director / Committee Quarterly/ Any other – please specify)
of the Board/ Any other Committee
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance against above policies and follow
Internal ESG Committee Annual
up action
Compliance with statutory requirements of
relevance to the principles and rectification of Board Of Directors
any non-compliances
P P P P P P P P P
11. Has the entity carried out independent assessment/ evaluation of the working of its policies
1 2 3 4 5 6 7 8 9
by an external agency? (Yes/No). If yes, provide name of the agency.
No

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12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:

P P P P P P P P P
1 2 3 4 5 6 7 8 9
The entity does not consider the Principles material to its business (Yes/No)
The entity is not at a stage where it is in a position to formulate and implement the policies
on specified principles (Yes/No) Not Applicable
The entity does not have the financial or/human and technical resources available for the
task (Yes/No)
It is planned to be done in the next financial year (Yes/No)
Any other reason (please specify)

Section C Principle Wise Performance Disclosures

Businesses should conduct and govern themselves with integrity, and in a manner that is
Principle 1
Ethical, Transparent and Accountable.

Essential Indicators

1. Percentage coverage by training and awareness programmes on any of the Principles during the financial year:

Segment Total number Topics /principles covered under the %age of persons in
of training training and its impact respective category
and awareness covered by the
programmes held awareness programmes
Board of Directors 1 Code of Conduct 100
Key Managerial Personnel 1 Code of Conduct, Human Rights, Anti- 100
Corruption & Anti-Bribery, Business Ethics
Employees other than BoD and KMPs 1 Code of Conduct, Human Rights, Anti- 100
Corruption & Anti-Bribery, Business Ethics,
POSH
Workers 22 Human Rights, Health and Safety 100

2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors
/ KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in the following format (Note: the entity
shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations)
Regulations, 2015 and as disclosed on the entity’s website):

Monetary
Particulars NGRBC Name of the Amount Brief of the Has an Appeal
Principle regulatory/ (In INR) Case been preferred?
enforcement (Yes/ No)
agencies/
judicial
institutions
Penalty/ fine Nil
Settlement Nil
Compounding fee Nil

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Non-Monetary
Particulars NGRBC Name of the Amount Brief of the Has an Appeal
Principle regulatory/ (In INR) Case been preferred?
enforcement (Yes/ No)
agencies/
judicial
institutions
Imprisonment Nil
Punishment Nil

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non-monetary
action has been appealed

Case Details Name of the regulatory/ enforcement agencies/ judicial institutions

N.A. N.A.

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the
policy.
Yes,
https://adf-foods.com/wp-content/uploads/2024/06/Anti-Bribery-Policy.pdf

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the
charges of bribery/ corruption:
Particulars FY 2023-24 FY 2022-23
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil

6. Details of complaints with regard to conflict of interest:

FY 2023-24 FY 2022-23
Number Remarks Number Remarks
Number of complaints received in relation to issues of Conflict of Interest of the Nil Nil Nil Nil
Directors
Number of complaints received in relation to issues of Conflict of Interest of the KMPs Nil Nil Nil Nil

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken by regulators/ law
enforcement agencies/ judicial institutions on cases of corruption and conflicts of interest:
Not Applicable.

8. Number of days of accounts payable ((Accounts payable *365))/ Cost of goods/ services procured) in the following format:
Particulars FY 2023-24 FY 2022-23
(Current financial (Previous financial
year) year)
Number of days of accounts payable 39 days 47 days

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9. Open-ness of business:
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances
& investments, with related parties, in the following format:
Parameter Metrics FY 2023-24 FY 2022-23
(Current financial (Previous financial
year) year)
Concentration of a. Purchases from trading houses as % of total purchases - -
purchases b. Number of trading houses where purchases are made from - -
c. Purchases from top 10 trading houses as % of total purchases - -
from trading houses
Concentration of a. Sales to dealers/ distributors as % of total sales 100% 100%
Sales b. Number of dealers / distributors to whom sales are made 87 83
c. Sales to top 10 dealers/ distributors as % of total sales to 49% 52.55%
dealers / distributors
Share of RPTs in a. Purchases (Purchases with related parties / Total Purchases) - -
b. Sales (Sales to related parties / Total Sales) 11.40% 12.09%
c. Loans & advances (Loans & advances given to related parties/ - 83.18%
Total loans & advances)
d. Investments (Investments in related parties / Total 55.94% 46.34%
Investments made)

Principle 2 Businesses should provide goods and services in a manner that is sustainable and safe

Essential Indicators

1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social
impacts of product and processes to total R&D and capex investments made by the entity, respectively.
Particulars FY 2023-24 FY 2022-23 Details of Improvements in environmental and social impacts
R&D 100% 100% The entire R&D expenditure and related Capex is focussed on Energy
Capex 100% 100% Conservation measures for processes and further development of
quality and healthy products.

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes, the Company contributes to sustainable sourcing by obtaining majority of agro-based raw material from local mandis.
The promotion of local vendors provides them with an enhanced source of revenue and larger supplier base for ADF for future
operations.
b. If yes, what percentage of inputs were sourced sustainably?
Around 7% of the inputs are through sustainable sourcing.

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics
(including packaging) (b) E-waste (c) Hazardous waste and (d) other waste
Plastic waste is given to authorised recycling agency. Other packaging wastes including cartons/ /Labels/ bottles/tins are given to other
scrap dealers. E-wastes and batteries are given to authorised agencies. Vegetables/fruits waste is given to a dealer for using as cattle
fodder. Processed burnt oil is disposed of outside the factory by an authorised external agency.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes, whether the waste collection
plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken
to address the same.
No

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Businesses should respect and promote the well-being of all employees, including those in
Principle 3
their value chains

Essential Indicators

1. a. Details of measures for the well-being of employees:

Category % of employees covered by
Total (A) Health insurance Accident Maternity benefits Paternity Benefits Day Care facilities
insurance
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent employees
Male 216 216 100% 216 100% NA NA 216 100% 216 100%
Female 20 20 100% 20 100% 20 100% NA NA 20 100%
Total 236 236 100% 236 100% 20 8.50% 216 91.5% 236 100%
Other than Permanent employees
Male
Female The Company doesn’t have employees other than permanent employees.
Total

b. Details of measures for the well-being of workers:

Category % of employees covered by
Total Health Accident Maternity Paternity Day Care
(A) insurance insurance benefits Benefits facilities
Number % Number % Number % Number % Number %
(B) (B / A) (C) (C / A) (D) (D / A) (E) (E / A) (F) (F / A)
Permanent workers
Male 61 61 100% 61 100% NA NA 61 100% 61 100%
Female 57 57 100% 57 100% 57 100% NA NA 57 100%
Total 118 118 100% 118 100% 57 48% 61 52% 118 100%
Other than Permanent workers
Non-Permanent Workers are contracted via a 3rd party and are not on the payroll of ADF, thereby responsibility related to the
information shared above lies with the contractor. The Company ensures that the contractors meet the statutory requirements.
Insurance:
Group Mediclaim: All permanent employees are covered under Group Mediclaim (GMC) and Personal Accident policy. For
GMC, coverages would depend as per the employee’s grade and offers self-coverage. The policy entails cashless facility across major
network hospitals across all company locations as well as reimbursement facility in case the hospital in not in the network.
Group Personal Accident: All permanent employees of the Company are covered during all 24 hours of the day, while on duty or
otherwise under the GPA policy. Accidental injury and death are covered, either while on duty or otherwise.
Maternity Leave: As per statutory norms, all permanent female employees are entitled to a maximum of 180 days of Maternity
Leave as per the Maternity Benefit (Amendment) Act, 2017 provided the employee has worked for at least 80 days.
Paternity Leave: All permanent male employees are entitled to 5 days paternity leave for each childbirth for the first two children.
c. Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the
following format:

Particulars FY 2023-24 FY 2022-23

Cost incurred on well-being measures as a % of total revenue of the company 0.28% 0.26%

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2. Details of retirement benefits for Current Financial Year and Previous Financial Year.
Benefits FY 2023-24 FY 2022-23
No. of No. of workers Deducted and No. of No. of workers Deducted and
employees covered as a % deposited with employees covered as a % deposited with
covered as of total workers the authority covered as of total workers the authority
a % of total (Y/N/N.A.) a % of total (Y/N/N.A.)
employees employees
PF 100 100 Y 100 100 Y
Gratuity 100 100 Y 100 100 Y
ESI 28 80 Y 21.40 27.04 Y
Others - - - - - -

3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard.
Yes, the premises of the company are accessible to differently abled employees and workers, as per the requirements of the Rights of
Persons with Disabilities Act, 2016.
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the
policy.
Yes, ADF has implemented an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016. The policy can be
accessed at https://adf-foods.com/wp-content/uploads/2024/06/Equal-Opportunity-for-Work-and-Pay-Policy.pdf

5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Gender Permanent employees Permanent workers
Number of Return to Retention Number of Return to Retention
employees work rate rate employees work rate rate
Male 2 100% 100% 4 100% 100%
Female 0 NA NA 0 NA NA
Total 2 100% 100% 4 100% 100%

6. Is there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give
details of the mechanism in brief.
Particulars Yes/No (If yes, then give details of the mechanism in brief)
Permanent Workers Yes - Suggestion Box, verbal/written complaints to HR Department, approach Whistle Blower
Committee, approach Prevention of Sexual Harassment Committee.
Other than Permanent Workers Not Applicable. Non-permanent workers are contracted via a 3rd party and their grievance
redressal mechanism rests with the contractors. The Company ensures that all norms and
regulations while working on plants are met.
Permanent employees Yes - Suggestion Box, verbal/written complaints to HR Department, approach Whistle Blower
Committee, approach Prevention of Sexual Harassment Committee.
Other than permanent employees Not Applicable. There are no non-permanent employees in the company.
Note:
ƒ Suggestion Box: The suggestion box has been installed in all factories as well as the Head office to encourage employees to submit
suggestions, comments and complaints anonymously, although they can include their names if they want. The box is opened on
periodic basis and the suggestions are taken into consideration.
ƒ The Whistle Blower Policy and Policy for Prevention Of Sexual Harassment are available to all employees of the company. Further
details of the procedures can be found at the following links
» https://adf-foods.com/wp-content/uploads/2024/06/Whistle-Blower-Policy.pdf
» https://adf-foods.com/wp-content/uploads/2024/06/Sexual-Harrasement-Policy.pdf

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7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Category FY 2023-24 FY 2022-23
Total employees No. of employees % (B / A) Total employees No. of employees % (D / C)
/ workers in / workers in / workers in / workers in
respective respective category, respective respective category,
category (A) who are part of category (C) who are part of
association(s) or association(s) or
Union (B) Union (D)
Total Permanent Nil Nil Nil Nil Nil Nil
Employees
- Male Nil Nil Nil Nil Nil Nil
- Female Nil Nil Nil Nil Nil Nil
Total Permanent 118 24 20% 120 24 20%
Workers
- Male 61 10 16.40% 62 10 16.12%
- Female 57 14 24.56% 58 14 24.13%

8. Details of training given to employees and workers:

Category FY 2023-24 FY 2022-23
Total On Health and safety On Skill upgradation Total On Health and safety On Skill upgradation
(A) measures (A) measures
No. (B) % (B / A) No. (C) % (C / A) No. (B) % (B / A) No. (C) % (C / A)
Employees
Male 216 175 81% 216 100% 210 176 83.81% 210 100%
Female 20 9 45% 20 100% 17 8 47.06% 17 100%
Total 236 184 78% 236 100% 227 184 81.06% 227 100%
Workers
Male 532 532 100% 532 100% 417 417 100% 417 100%
Female 763 763 100% 763 100% 568 568 100% 568 100%
Total 1295 1295 100% 1295 100% 985 985 100% 985 100%

9. Details of performance and career development reviews of employees and worker:

Category FY 2023-24 FY 2022-23
Total (A) No. (B) % (B / A) Total (A) No. (B) % (B / A)
Employees
Male 216 216 100% 210 210 100%
Female 20 20 100% 17 17 100%
Total 236 236 100% 227 227 100%
Workers
Male 532 532 100% 417 417 100%
Female 763 763 100% 568 568 100%
Total 1295 1295 100% 985 985 100%

Note on the Company’s Performance Appraisal system:

Appraisals are conducted in the organization with the aim to evaluate performance, planned development, identifying Career Paths and
providing inputs for compensation enhancements.
The appraisal process is an annual activity. For permanent employees the HR department rolls out the appraisal forms to all eligible
employees in the organizations. The employees fill the KRA’s and complete the self-appraisal process. Post the self-appraisal the forms
are shared with respective HOD’s who do the evaluation. Based on the scores obtained in the appraisal the increment percentage and
promotions, if any are decided by the management. For the workers, on field review is done by the supervisors on continuous basis and
based on the same the increment percentages are decided.

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10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, the coverage
of such a system?
Yes, the occupational health and safety management system encapsulates the entire workforce. The coverages are as under.
1) Emergency vehicle with driver available 24x7.
2) First aid boxes are available.
3) Tie – up with local doctors and hospitals for immediate treatment.
4) Fire - fighting processes (Fire hydrant system, smoke detectors, siren systems and various types of fire extinguishers) are in
place with regular fire drills.
5) PPE kits are provided.
6) Safety instructions are displayed at conspicuous places.
7) CCTV cameras at various locations for effective vigilance and surveillance.
8) Preventive maintenance of machines at regular intervals.
9) Exhaust systems and proper ventilation available in high temperature areas.
10) Gas leakage kits are available for NH3 gas.
11) Special jackets are provided in blast freezer areas where the temperature is -18 degrees.
12) Regular health and safety trainings are conducted.

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity?
ADF conducts Hazard identification and risk assessment for each activity, area and process on-site and risk assessment control/
preventive measures.
c. Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. (Y/N)
Yes

d. Do the employees/workers of the entity have access to non-occupational medical and healthcare services? (Yes/No).
Yes

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category FY 2023-24 FY 2022-23
Lost Time Injury Frequency Rate (LTIFR) Employees Nil Nil
(per one million-person hours worked) Workers Nil Nil
Total recordable work-related injuries Employees Nil Nil
Workers Nil Nil
No. of fatalities Employees Nil Nil
Workers Nil Nil
High consequence work-related injury or ill-health Employees Nil Nil
(excluding fatalities) Workers Nil Nil

12. Describe the measures taken by the entity to ensure a safe and healthy workplace:
Yes, the occupational health and safety management system encapsulates the entire workforce. The coverages are as under.
1) Emergency vehicle with driver available 24x7.
2) First aid boxes are available.
3) Tie – up with local doctors and hospitals for immediate treatment.

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4) Fire - fighting processes (Fire hydrant system, smoke detectors, siren systems and various types of fire extinguishers) are in place
with regular fire drills.
5) PPE kits are provided.
6) Safety instructions are displayed at conspicuous places.
7) CCTV cameras at various locations for effective vigilance and surveillance.
8) Preventive maintenance of machines at regular intervals.
9) Exhaust systems and proper ventilation available in high temperature areas.
10) Gas leakage kits are available for NH3 gas.
11) Special jackets are provided in blast freezer areas where the temperature is -18 degrees.
12) Regular health and safety trainings are conducted.

13. Number of Complaints on the following made by employees and workers:

Category FY 2023-24 FY 2022-23
Filed during the Pending resolution Remarks Filed during the Pending resolution Remarks
year at the end of year year at the end of year
Working Nil Nil - 3 Nil -
Conditions
Health & Safety Nil Nil - Nil Nil -

14. Assessments for the year:

Particulars % of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Health and safety practices 100%
Working Conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns
arising from assessments of health & safety practices and working conditions:
Not Applicable.

Principle 4 Businesses should respect the interests of and be responsive to all its stakeholders

Essential Indicators

1. Describe the processes for identifying key stakeholder groups of the entity.
Any individual or group of individuals or institution that adds value to the business chain of the Corporation is identified as a core
stakeholder. ADF has recognized both, internal stakeholder which includes employees and leadership and external stakeholder which
includes external channels such as regulators, investors and community.
ADF has conducted a full-fledged materiality assessment which involves a process of stakeholder engagement. The Company reached
out to various groups of identified stakeholders through questionnaire with investors and supply partners, customers, employees and
gauged their view.

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2. List stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group.

Stakeholder Whether Channel of Communication Frequency of Purpose and scope of engagement

Group identified as (Email/SMS, Newspaper, Engagement including key topics and concerns raised
Vulnerable & Pamphlets, Advertisement, (Annually/ Half during such engagement.
Marginalised Community Meetings, Notice yearly/ Quarterly/
Group (Y/N) Board, Website), Other Other please
specify)
Customers No Emails, meetings, phone calls, Regularly a) availability of products at economical
advertisements, brochures. prices;
b) Product quality
c) Delivery schedules
d) Feedback
e) Prompt Complaint redressal
Shareholders No Emails, website, meetings, Regularly a) Return on investments in form of
phone calls, letters, newspaper Dividend/ Buyback;
notices, investors presentations b) Adequate and timely disclosures of
& press release financial information through press
mediums/ Company website;
c) Queries/complaints redressal
Creditors/ No Emails, phone calls, letters and Regularly a) Routine banking transactions;
Bankers meetings b) Drawdown limits
c) Lending terms
d) Charge creations and release on
mortgaged/hypothecated properties
Employees No Verbal Communication, Emails, Regularly a) Yearly performance appraisals
phone calls, employee manuals, and increments
workshops, training sessions b) Fair wages and equal opportunities
and meetings
c) Employee engagement activities
d) Beneficial HR policies
e) Safe environment and organized
work culture
f) Priority grievance redressal
g) Skill upgradation Community
Community Yes Campaigns, phone calls, Regularly a) Optimal use of resource
meetings b) Managing waste
c) Prevention of pollution
d) Use of energy efficient technologies
e) CSR initiatives for
underprivileged people
Suppliers No Emails, meetings, phone calls Regularly a) Purchase of quality material
b) Rate negotiation
c) Delivery schedules

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Principle 5 Businesses should respect and promote human rights

Essential Indicators

1. Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format:

Category FY 2023-24 FY 2022-23

Total (A) No. of % (B / A) Total (C) No. employees/ % (D / C)
employees/ workers
workers covered (D)
covered (B)
Employees
Permanent 236 236 100% 227 227 100%
Other than permanent - - - - - -
Total Employees 236 236 100% 227 227 100%
Workers
Permanent 118 118 100% 120 120 100%
Other than permanent 1177 1177 100% 865 865 100%
Total Workers 1295 1295 100% 985 985 100%

2. Details of minimum wages paid to employees and workers:

Category FY 2023-24 FY 2022-23
Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Permanent 236 - - 236 100% 227 - - 227 100%
Male 216 - - 216 100% 210 - - 210 100%
Female 20 - - 20 100% 17 - - 17 100%
Other than - - - - - - - - - -
Permanent
Male - - - - - - - -
Female - - - - - - - - - -
Workers
Permanent 118 94 80% 24 20% 120 96 80% 24 20%
Male 61 51 84% 10 16% 62 52 84% 10 16%
Female 57 43 76% 14 24% 58 44 76% 14 24%
Other than 1177 1177 100% - - 865 865 100% - -
Permanent
Male 471 471 100% - - 355 355 100% - -
Female 706 706 100% - - 510 510 100% - -

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3. Details of remuneration/salary/wages
a) Median remuneration/wages:
Gender Male Female
Number Median Number Median
remuneration/ remuneration/
salary/ wages of salary/ wages of
respective category respective category
Board of Directors (BoD)* 6 4,60,000 1 5,50,000
Key Managerial Personnel (KMP)** 3 1,20,64,895 1 55,16,136
Employees other than BoD and KMP 214 30,353 19 34,127
Workers 62 13,112 56 13,112
Note:* Includes only sitting fees of Directors.
**KMP includes Managing Director, Company Secretary, CFO & Director-Operations who is also part of the Board of Directors. For the purpose of calculation, he is
excluded from the count of Board of Directors. Also, Managing Director is excluded from the count of the Board of Directors.

b) Gross Wages paid to females as % of total wages paid by the entity in the following format:
Particulars FY 2023-24 FY 2022-23
Gross Wages as percentage to total wages 15.62% 13.91%

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues caused or contributed to
by the business?
Yes, the Company has a team in place under the direct touch initiative to address human rights issues.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Guidance on human rights issues is covered as a part of the Company’s Code of Conduct. The Company has a Whistle Blower and
Protection Policy that allows and encourages its stakeholders to raise concerns about the violations against the Code of Conduct. Any
concerns reported are addressed by the direct touch team. Additionally, employees can report issues to the Chairman of the Audit
Committee.

6. Number of Complaints on the following made by employees and workers:

Category FY 2023-24 FY 2022-23

Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Sexual Harassment 1 Nil The complaint Nil Nil -
filed by a contract
worker was found
to be frivolous.
The complainant
had given a written
confirmation that
she had no pending
claims in respect of
the said complaint.
Discrimination at Nil Nil - Nil Nil -
workplace
Child Labour Nil Nil - Nil Nil -
Forced Labour/ Nil Nil - Nil Nil -
Involuntary Labour
Wages Nil Nil - Nil Nil -
Other human rights Nil Nil - Nil Nil -
related issues

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7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the
following format:
Particulars FY 2023-24 FY 2022-23
Total Complaints reported under Sexual Harassment of Women at Workplace 1 0
(Prevention, Prohibition and Redressal) Act, 2013 (POSH)
Complaints on POSH as a % of female employees / workers 0.13% 0.00%
Complaints on POSH upheld Nil Nil
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases
A procedure has been implemented by the Company wherein the identity of the complainant is protected to the extent possible. It is
also ensured that no adverse action is taken against the complainant during and after the proceeding of the resolution of the complaint
except when the complaints are proven to be false and/or baseless.

9. Do human rights requirements form part of your business agreements and contracts? (Yes/No)
Yes, some of the business agreements and contracts constitute human rights requirements.

10. Assessments for the year:

Particulars % of your plants and offices that were assessed (by entity or statutory authorities or third parties)
Child labour 100%
Forced/involuntary labour 100%
Sexual harassment 100%
Discrimination at workplace 100%
Wages 100%
Others – please specify 100%

11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at
Question 9 above
Not Applicable

Principle 6 Businesses should respect and make efforts to protect and restore the environment

Essential Indicators

1. Details of total energy consumption (in Joules or multiples) and energy intensity:
Parameter FY 2023-24 FY 2022-23
In MJ In MJ
From renewable sources
Total electricity consumption (A) 12,87,926 5,51,502
Total fuel consumption (B) - -
Energy consumption through other sources (C) - -
Total energy consumed from renewable sources (A+B+C) 12,87,926 5,51,502
From non-renewable sources
Total electricity consumption (D) 2,80,26,508 2,05,07,281
Total fuel consumption (E) 4,76,89,673 5,26,77,684
Energy consumption through other sources (F) - -
Total energy consumed from non-renewable sources (D+E+F) 7,57,16,181 7,31,84,965
Total energy consumed (A+B+C+D+E+F) 7,70,04,107 7,37,36,467
Energy intensity per rupee of turnover (Total energy consumption/ Revenue from 0.02 MJ/Rupee 0.02 MJ/Rupee
operations) [MJ/Rs]
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.426 MJ/Rupee 0.478 MJ/Rupee
(Total energy consumed/ Revenue from operations adjusted for PPP) (Adjusted to PPP) (Adjusted to PPP)
Energy intensity in terms of physical output 4.15 MJ/Kg 4.62 MJ/Kg

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2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT)
Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets
have not been achieved, provide the remedial action taken, if any.
Not Applicable

3. Provide details of the following disclosures related to water:

Parameter FY 2023-24 FY 2022-23
Water withdrawal by source (in kilolitres) - -
(i) Surface water - -
(ii) Groundwater - -
(iii) Third party water 1,50,900 64,175
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kilolitres) (i + ii + iii + iv + v) 1,50,900 64,175
Total volume of water consumption (in kilolitres) 92,909 31,030
Water intensity per rupee of turnover (Water consumed / turnover) 0.0224 KL/ 0.0088 KL/
Thousand Rupees Thousand Rupees
Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) 0.513 KL/Thousand 0.201 KL/Thousand
(Total water consumption/ Revenue from operations adjusted for PPP) Rupees (Adjusted Rupees (Adjusted
to PPP) to PPP)
Water intensity in terms of physical output 0.005 KL/Kg 0.002 KL/Kg

4. Provide the following details relating to water discharged:

Parameter FY 2023-24 FY 2022-23
Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water - -
No treatment - -
With treatment – please specify level of treatment - -
(ii) To Groundwater - -
No treatment - -
With treatment – please specify level of treatment - -
(iii) To Seawater - -
No treatment - -
With treatment – please specify level of treatment - -
(iv) Sent to third-parties - -
No treatment - -
With treatment – please specify level of treatment - -
(v) Others - -
No treatment - -
With treatment – please specify level of treatment 57,991 33,145
Total water discharged (in kilolitres) 57,991 33,145

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation
The Company has installed Effluent Treatment Plant at Nasik factory with zero liquid discharge. It recycles around 90,000 liters of water
daily which is around 80% of total water consumption of Nasik plant.

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6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:
Parameter Unit FY 2023-24 FY 2022-23
Nox µg/m3 13.11 10.55
Sox µg/m3 11.54 13.68
Particulate matter (PM) µg/m3 62.53 62.88
Persistent organic
Pollutants (POP) - -
Volatile organic compounds (VOC) - -
Hazardous air pollutants (HAP) - -
Others– (Co2) - -

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format:
Parameter Unit FY 2023-24 FY 2022-23
Total Scope 1 emissions TCO2e 4,184.09 4,498.00
Total Scope 2 emissions TCO2e 5,527.45 5,126.82
Total Scope 1 and Scope 2 emissions per rupee of turnover TCO2e/thousand 0.0024 0.0027
Rupees
Total Scope 1 and Scope 2 emissions intensity per rupee of TCo2e/thousand 0.0537 0.0623
turnover adjusted for Purchasing Power Parity (PPP) Rupees
Total Scope 1 and Scope 2 intensity in terms of physical output TCo2e/Kg 0.000523 0.000604

8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
A solar unit generating 550 kw of power is operational at the Nasik unit for three years, meeting a large part of its requirement. The unit
was installed by an agency as per the norms of MSEB and local State authorities.

9. Provide details related to waste management by the entity, in the following format:
Parameter FY 2023-24 FY 2022-23
Total Waste generated (in metric tonnes)
Plastic waste (A) 37.60 5.26
E-waste (B) 0.62 0.02
Bio-medical waste (C) - -
Construction and demolition waste (D) - -
Battery waste (E) - -
Radioactive waste (F) - -
Other Hazardous waste (G) - -
Other Non Hazardous Waste - Empty Drums (H) - 22.00
Total (A+B+C+D+E+F+G+H) 38.22 27.28
Waste intensity per rupee of turnover (Kg/lakh Rupees) 0.00092 0.00077
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Kg/ 0.0211 0.0177
lakh Rupees adjusted for PPP)
Waste intensity in terms of physical output (Kg/Kg) 0.00206 0.00171

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Parameter FY 2023-24 FY 2022-23

For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled - 4.97
(ii) Re-used - -
(iii) Other recovery operations - -
Total - 4.97
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste
(i) Incineration - -
(ii) Landfilling - 22.00
(iii) Other disposal operations 0.51 0.30
Total 0.51 22.30

10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to
reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes.
ADF employs robust waste management procedures to ensure that the least amount of waste is released into the environment. The
procedures are briefly stated below:
ƒ Installation of ETP for treatment of wastewater which is further discharged in the municipal sewer line.
ƒ Treated Solid waste is disposed of outside the factory by an authorised external agency.
ƒ Vegetable waste is given to external agency to be used as animal fodder.
ƒ All E-waste is disposed of outside the factory by an authorised external agency.
ƒ All Plastic waste is given to authorised external recycling agency.
ƒ Certain packaging material waste is given to scrap dealer.
ƒ Processed burnt oil is disposed of outside the factory by an authorised external agency.

11. If the entity has operations/offices in/around ecologically sensitive areas where environmental approvals / clearances are required,
please specify details

Sr. Location of Type of Whether the conditions of environmental approval /Clearance are being complied
No. operations/offices operations with? (Y/N) If no, the reasons thereof and corrective action taken, if any.
Nil

12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws
Not Applicable

13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and
Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder

Sr. Specify the law/ regulation/ Provide details of the Any fines / penalties Corrective action taken, if
No. guidelines which was not non- compliance /action taken by regulatory any
complied with agencies such as pollution
control boards or by courts
Nil

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Businesses, when engaging in influencing public and regulatory policy, should do so in a

Principle 7
manner that is responsible and transparent

Essential Indicators

1. Number of affiliations with trade and industry chambers/ associations:

4 (Four)

2. List the top 10 trade and industry chambers/ associations (determined based on the total members of such body) the entity is a member
of/ affiliated to.
Sr. Name of the trade and industry chambers/ associations Reach of trade and industry
No. chambers/ associations
(State/National)
1 Indian Merchant Chambers National
2 Federation of Indian Export Organization National
3 Confederation of Indian Industries National
4 Federation of Indian Chambers of Commerce and Industry National

3. Provide details of corrective action taken or underway on any issues related to anti- competitive conduct by the entity, based on adverse
orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken

Nil

Principle 8 Businesses should promote inclusive growth and equitable development

Essential Indicators

1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year.
Not Applicable

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the
following format:
Nil

3. Describe the mechanisms to receive and redress grievances of the community.

The Company’s CSR implementation process has been developed keeping in mind the specific needs of the communities that it operates
in. The Company finalises its community initiatives after a thorough understanding of the specific needs of each community through
stakeholder engagement and need assessment.
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
Particulars FY 2023-24 FY 2022-23
Directly sourced from MSMEs/Small Producers 13.42% 9.62%
Sourced directly from within India 7.00% 5.00%

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5. Job creation in smaller towns

Disclose wages paid to the person’s employed (including employees or workers employed on a permanent or non-permanent / contract
basis in the following location as a % of total wage cost
Location FY 2023-24 FY 2022-23
Rural - -
Semi Urban - -
Urban 56.03% 58.18%
Metropolitan 43.97% 41.82%

Principle 9 Businesses should engage with and provide value to their consumers in a responsible manner

Essential Indicators

1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback
For complaints/suggestions customers can share their feedback on the given mail id [email protected] mentioned on all products’
packaging except for the bulk packets. Once a complaint is received an acknowledgement mail is sent to the customer within 24 hours
and the final response & investigation report is shared within 5 -7 working days.

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information about:

Particulars As a percentage to total turnover

Environmental and social parameters relevant There are no separate disclosures on environmental and social parameter other than
to the product Safe & responsible usage and recycling and safe disposal instructions.
Safe and responsible usage 66%
Recycling and/or safe disposal 56%

3. Number of consumer complaints in respect of the following:

Particulars FY 2023-24 Remarks FY 2022-23 Remarks

Received Pending Received Pending
during the resolution at during the resolution at
year end of year year end of year
Data privacy - - - - - -
Advertising - - - - - -
Cyber-security - - - - - -
Delivery of essential - - - - - -
services
Restrictive Trade Practices - - - - - -
Unfair Trade Practices - - - - - -
Other* 34 0 There have been 35 0 There have been
many appreciations many appreciations
as well. as well.
*Note – The complaints received from the consumers pertain to the quality and packaging of the products.

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4. Details of instances of product recalls on account of safety issues:

Product Number Reasons for recall
Voluntary recalls Nil Nil NA
Forced recalls Nil Nil NA

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link
of the policy.
Yes, https://adf-foods.com/wp-content/uploads/2024/06/Cyber-Security-Policy.pdf

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber
security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on
safety of products / services:
Not Applicable

7. Provide the following information related to data breach:

a) Number of instances of data breaches – NIL
b) Percentage of data breaches involving personally identifiable information of customers – NIL
c) Impact if any of the data breaches – NIL

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Independent Auditor’s Report

To
The Members of
ADF Foods Limited

Report on the Audit of the Standalone Ind-AS Financial Statements

Opinion
We have audited the accompanying standalone Ind-AS financial statements of ADF FOODS LIMITED (“the Company”), which comprise
the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes
in Equity, the Statement of Cash Flows for the year then ended and the Notes to the standalone Ind-AS financial statements, including
a summary of material accounting policies and other explanatory information (hereinafter referred to as “standalone Ind-AS financial
statements)”.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind-AS financial
statements give the information required by the Companies Act, 2013, (the Act) in the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (India Accounting
Standard) Rules, 2015, as amended, (Ind-AS) and with other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31,2024 the net profit, total comprehensive income, changes in equity and its cash flows for the year ended on that
date.

Basis for Opinion

We conducted our audit of the standalone Ind-AS financial statements in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Ind-AS Financial Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our
audit of the standalone Ind-AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind-AS
financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind-AS financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters
We have determined the matters described below to be the key audit matters to be communicated in our report.
Key Audit Matter Description Our Response
1. Impairment of Indefinite-lived intangible assets
Indefinite-lived intangible assets (Brands) as at March 31, 2024 We have assessed the valuation methodology and challenged
amount to Rs. 2,132.84 lakh. management’s analysis and assumptions around the key drivers of
cash flow forecasts including discount rate, terminal growth rate,
The impairment assessment must be performed at least annually
royalty rate etc. by comparing them to relevant market data and with
and involves the determination of the recoverable amount, being the
the assistant from independent external experts.
higher of the value-in-use and the fair value less costs to dispose.
We assessed the appropriateness and completeness of the related
We consider this to be a key audit matter because the recoverability
disclosures in the financial statements.
assessment of such assets involves complex and subjective estimates
and judgements.

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Key Audit Matter Description Our Response

These estimates and judgements are entrenched with inherent
uncertainty as they include assumptions in relation to forecasting
revenue growth rates, direct costs, foreign exchange rates, discount
rates and future cash flows.
2. Derivative Instruments and Hedge Accounting
The Company enters into a high volume of derivative financial Ensure that the entity’s Hedging policy is documented, validated by
instrument contracts to manage its exposure to foreign currency adequate level of management and those charged with governance,
risk. and communicated to all stakeholders within the entity.
These contracts gave rise to Derivative Liabilities of Rs.5.44 lakh as Assess the process and controls to validate hedging requests to
at March 31, 2024. These contracts are recorded at fair value and for ensure that all hedging requests were duly validated by adequate
the majority of them hedge accounting is applied, such that gains level of management, and are in line with the entity’s documented
and losses arising from fair value changes are deferred in equity and hedging policy.
recognised in the Statement of Profit or Loss when hedges mature.
Verify that all derivatives documented in hedging relationships are
The high volume of contracts necessitates a sophisticated system to
allocated to a specific hedged risk from their inception.
record and track each contract and calculate the related valuations at
each financial reporting date. The valuation of hedging instruments Testing management’s controls over derivative financial instruments
and consideration of hedge effectiveness can involve a significant and hedge accounting.
degree of both complexity and management judgement and are
Inspecting, on a sample basis, appropriateness of hedging
subject to an inherent risk of error.
documentation and contracts.
Obtaining confirmation in respect of derivative financial instruments
from counterparties.
Re-performing the year end valuations of derivative financial
instruments and calculations of hedge effectiveness; and
We assessed the appropriateness and completeness of the related
disclosures in the financial statements.

Information Other than the Standalone Ind-AS financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the Management Discussion
and Analysis, Director’s Report, Report on Corporate Governance, Business Responsibility & Sustainability Report and Shareholders
Information, but does not include the standalone Ind-AS financial statements and our auditor’s report thereon which we obtained prior to
the date of this auditor’s report.
Our opinion on the standalone Ind-AS financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the standalone Ind-AS financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the standalone Ind-AS financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Ind-AS financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to
the preparation of these standalone Ind-AS financial statements that give a true and fair view of the financial position, financial performance,
changes in equity and the cash flows of the Company in accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and

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prudent; and 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 standalone Ind-AS financial
statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind-AS financial statements, Management is responsible for assessing the Company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless Management
either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Ind-AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind-AS financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind-AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
ƒ Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ƒ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the
company has adequate internal financial controls system in place and the operating effectiveness of such controls.
ƒ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by Management.
ƒ Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report
to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
ƒ Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of the users of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the standalone Ind-AS financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the
audit of the standalone Ind-AS financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.

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Statutory Reports
Financial Statements

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-
section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs
3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination
of those books.
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the
Statement of Changes in Equity, dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone Ind-AS financial statements comply with the Accounting Standards specified under
Section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the Directors of the Company as on March 31, 2024, taken on record by
the Board of Directors, none of the Directors of the Company are disqualified as on March 31, 2024, from being appointed as a
Director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the
operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
g) According to information and explanations given to us and based on our examination of the records of the Company, the Company
has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind-AS financial
statements – Refer Note 38 to the standalone Ind-AS financial statements.
ii. The Company did not have any material foreseeable losses, on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Company.
iv. The Management has represented that:
a) to the best of their knowledge and belief, other than as disclosed in the Standalone Ind-AS Financial Statements in
Note no 56, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any
other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entity(ies)
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall,
whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries;
b) to the best of their knowledge and belief, other than as disclosed in the Standalone Ind-AS Financial Statements in
Note no.56, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly
or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
c) Based on such audit procedures performed by us that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i)
and (ii) of Rule 11 (e) of the Rules as provided under a) and (b) above contain any material misstatement.

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v. As per information and explanation represented by Management and based on the records of the Company, the dividend
proposed in the previous year, declared and paid by the Company during year in accordance with section 123 of the Act,
as applicable and the Board of Directors of the Company have proposed final dividend for the year which is subject to the
approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with
section 123 of the Act, as applicable.
vi. Based on our examination which included test checks, the Company has used an accounting software for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any
instance of audit trail feature being tampered with.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31, 2024.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Regn. No.: 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERTW6528

Place: Mumbai
Dated: May 9, 2024

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Statutory Reports
Financial Statements

Annexure “A” to the Independent Auditor’s Report

Referred to in in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the members
of the Company on the standalone Ind AS Financial Statements for the year ended March 31, 2024.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2020:
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property,
Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of Intangible Assets;
(b) As explained to us, the Company has a regular programme of physical verification of Property, Plant and Equipment, by which
all Property, Plant and Equipment are verified once in three years. In our opinion, the period of verification is reasonable having
regard to the size of the company and nature of its assets. Pursuant to the programme, certain Property, Plant and Equipment were
physically verified during the year and discrepancies reported on such verification were not material and have been properly dealt
with in the books of accounts.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the
title deeds of immovable properties are held in the name of the Company.
(d) The Company has not revalued its Property, Plant and Equipment (including Right of Use assets) and intangible assets and both
during the year.
(e) There are no proceedings being initiated or are pending against the Company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) (a) In our opinion and according to the information and explanations given to us, physical verification of inventory has been conducted
at reasonable intervals by the management. No discrepancies of 10% or more in the aggregate for each class of inventory were
noticed on physical verification of inventories carried out at during the year.
(b) The Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial
institutions on the basis of security of current assets and the quarterly returns or statements filed with such banks or financial
institutions are in agreement with the books of account of the Company.
(iii) (a) The Company has provided loans to wholly owned subsidiary company during the year, Details are as follows:
(Rs. in Lakh)
Particulars Amount
Aggregate amount of Loan granted/ provided during the year -
wholly owned subsidiary 35.00
Other -
Balance outstanding as at balance sheet date in respect of above cases -
wholly owned subsidiary Nil
Other -
(b) In our opinion and according to the information and explanation given to us and based on audit procedures performed by us, the
investments made and terms and conditions of grant of all loans are, prima facie, not prejudicial to the Company’s interest.
(c) According to the information and explanation given to us and based on audit procedures performed by us, there were no stipulation
of schedule of repayment of principal and payment of interest in respect of loan given to wholly owned subsidiary company as
principle is repayable on demand along with interest thereon.
(d) There is no amount overdue for more than ninety days so the question of taking reasonable steps to recover principle and interest
does not arise.
(e) According to the information and explanations given to us and based on the audit procedures performed by us, no loans or
advances in the nature of loan has been granted by the Company which has fallen due during the year, have been renewed or
extended or fresh loans granted to settle the overdues of existing loans given to the same parties.

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(f) According to the information and explanations given to us and based on the audit procedures performed by us, the Company has
granted following loans which are repayable on demand
(Rs. in Lakh)
Particulars Amount
Aggregate amount of Loans
Repayable on Demand (A) 35.00
Agreement does not specify any terms or period of repayment (B) -
Total (A+B) 35.00
Balance outstanding as at balance sheet date in respect of above cases -
Other -
(iv) In our opinion and according to the information and explanations given to us and the records examined by us, the Company has not
advanced any loans to the persons covered under Section 185 or given any guaranteed securities under section 186 of the Act. In our
opinion and according to the information and explanations given to us, the provisions of Section 185 and Section 186 of the Act in
respect of Investments made have been complied with by the Company.
(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any Deposits from
the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant
provisions of the Act and the Rules framed thereunder are not applicable.
(vi) According to the information given to us, the Central Government has not prescribed maintenance of cost records under sub section
(1) of Section 148 of the Companies Act, in respect of any of the activities of the Company. Thus, the maintenance of cost records under
sub section (1) of Section 148 of the Act is not applicable to the Company under the Companies (Cost Record and Audit) Rules, 2014.
(vii) (a) The Company is generally regular in depositing with appropriate authorities, undisputed statutory dues including Goods and
Service Tax, provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value
added tax, cess and any other statutory dues to the appropriate authorities as applicable to it; According to the information and
explanations given to us, no undisputed amounts payable in respect of Goods and Service Tax, provident fund, employees’ state
insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues
to the appropriate authorities as applicable to it, There were no outstanding, as on the last day of the financial year, for a period of
more than six months from the date they became payable;
(b) According to the information and explanation given to us and the records examined by us, Details of statutory dues referred to in
sub-clause (a) above which have not been deposited as on March 31, 2024 on account of disputes are given below:
Sr. Name of the Statute Amount Period to which the amount relates Forum where
No. (Rs. in Lakh) dispute is pending
1 Finance Act, 1994 463.54 F.Y.2006-2007 to F.Y.2010-2011 CESTAT
2 Income Tax Act, 1961 Nil* F.Y.2009-2010,FY2013-2014, FY 2016- CIT (Appeal)
2017, FY 2019-2020
3 Goods Service Tax 71.10 FY 2017-2018 and FY 2018-2019 GST
* Net Amount disclosed, Company paid and adjustment made by income tax authorities 474.09 Lakh disclosed in Notes 8 to Ind-AS Standalone Financial Statements.

(viii) There are no instances of any transactions not being recorded in the books of account that have been surrendered or disclosed as income
during the year in the tax assessments under the Income Tax Act, 1961.
(ix) (a) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other
borrowing or in the payment of interest thereon to any lender;
(b) According to the information and explanations given to us, the Company is not declared a willful defaulter by any bank or financial
institution or other lender;
(c) According to the information and explanations given to us, the Company has not taken any term loans during the year and there
are no outstanding term loans at the beginning of the year and hence, clause 3(ix) (c) of Order is not applicable.
(d) According to the information and explanations given to us, funds raised on short term basis have not been utilised for long term
purposes.
(e) According to the information and explanations given to us, the Company has not taken any funds from any entity or person on
account of or to meet the obligations of its subsidiaries, associates or joint ventures.
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Statutory Reports
Financial Statements

(f) According to the information and explanations given to us, the Company has not raised loans during the year on the pledge of
securities held in its subsidiaries, joint ventures or associate companies.
(x) (a) the Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term
loans during the year. Hence, the provisions clause 3(x) (a) of Order is not applicable.
(b) According to information and explanations given to us and based on our examination of the records of the Company, the company
has not made preferential allotment of shares during the year. Hence, the clause 3(x) (b) of Order is not applicable.
(xi) (a) During the course of our examination of the books and records of the Company, carried out in accordance with the generally
accepted auditing practices in India and according to the information and explanations given to us, no instances of fraud by the
Company or on the Company has been noticed or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed
under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.
(c) We have taken into consideration the whistle-blower there were no complaints received by the Company during the year (and up
to the date of this report), while determining the nature timing and extent of our audit procedure.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly,
clause 3(xii) of Order is not applicable.
(xiii) According to the information and explanation given to us and based on our examination of the records of the Company, the transactions
with the related parties are in compliance with section 177and 188 of the Act, where applicable, and the details of transactions have been
disclosed in the Standalone Ind AS financial statements as required by the applicable accounting standards.
(xiv) (a) The Company has an internal audit system commensurate with the size and nature of its business.
(b) The reports of the Internal Auditors for the period under audit were considered by the us.
(xv) According to the information and explanations given to us and based on our examination of the records, the Company has not entered
during the year into non-cash transactions with directors or persons connected with them. Accordingly, clause 3(xv) of Order is not
applicable.
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi) of
Order is not applicable.
(xvii)The Company has not incurred any cash losses in the during the financial year, hence clause 3(xvii) of Order is not applicable.
(xviii) There has not been any resignation of the statutory auditors during the year.
(xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other
information accompanying the financial statements, the auditor’s knowledge of the Board of Directors and management plans, we are
of the opinion that no material uncertainty exists as on the date of the audit report that Company is capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
(xx) There are no unspent amounts towards Corporate Social Responsibility (CSR) and are in compliance with second proviso to sub-section
(5) of Section 135 of the said Act. Accordingly, clause 3(xx) (a to b) of Order is not applicable.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Regn. No.: 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERTW6528
Place: Mumbai
Dated: May 9, 2024

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Annual Report 2023-24

Annexure B to the Independent Auditor’s Report

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the members
of the Company on the Standalone Ind AS Financial Statements for the year ended March 31, 2024.

Report on the Internal Financial Controls with reference to standalone Ind-AS financial statements under
Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the Internal Financial Controls with reference to Financial Statements of ADF FOODS LIMITED (“the Company”) as of
March 31, 2024, in conjunction with our audit of the standalone Ind-AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the Internal Control Over
Financial Reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants
of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's Internal Financial Controls with reference to Financial Statements based
on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed
to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of Internal Financial Controls, both applicable to
an audit of Internal Financial Controls and, both issued by ICAI. Those Standards and the Guidance Note require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with
reference to financial statements was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the Internal Financial Controls System with
reference to financial statements and their operating effectiveness.
Our audit of Internal Financial Controls System with reference to financial statements included obtaining an understanding of Internal
Financial Controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment,
including the assessment of the risks of material misstatement of the Standalone Ind AS Financial Statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Company's Internal Financial Control with reference to financial statements is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Standalone Ind AS Financial Statements for external purposes in
accordance with generally accepted accounting principles. A Company's Internal Financial Control with reference to financial statements
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of Standalone Ind AS Financial Statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the Company's assets that could have a material effect on the standalone Ind-AS financial statements.

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Statutory Reports
Financial Statements

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of Internal Financial Controls with reference to financial statements, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the
Internal Financial Control with reference to financial statements may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

Opinion
In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an
adequate Internal Financial Controls System with reference to financial statements and such Internal Financial Controls with reference
to financial statements were operating effectively as at March 31, 2024, based on “the Internal Control Over Financial Reporting criteria
established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Regn. No.: 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERTW6528

Place: Mumbai
Dated: May 9, 2024

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Annual Report 2023-24

Standalone Balance Sheet as at March 31, 2024

Rs. Lakhs
Particulars Note No. As at As at
March 31, 2024 March 31, 2023
Assets
Non-current assets
Property, plant and equipment 4(a) 8,127.02 7,408.82
Capital work-in-progress 4(b) 510.80 69.45
Intangible assets 4(c) 2,180.15 2,143.84
Financial assets
Investments 5 9,983.08 8,783.08
Loans 6 13.33 8.82
Other financial assets 7 217.65 156.14
Income tax assets (net) 8 683.37 639.42
Other non-current assets 9 120.72 9.26
Total non-current assets 21,836.12 19,218.83
Current assets
Inventories 10 3,647.41 3,664.07
Financial assets
Investments 11 7,146.39 7,998.73
Trade receivables 12 9,840.93 8,865.89
Cash and cash equivalents 13 3,361.57 1,846.64
Bank balances other than Cash and cash equivalents 14 808.53 2,361.34
Loans 15 10.08 129.43
Other financial assets 16 2,808.52 1,541.80
Other current assets 17 1,300.63 1,023.70
Total current assets 28,924.06 27,431.60
Total assets 50,760.18 46,650.43
Equity and liabilities
Equity
Equity share capital 18 2,235.10 2,235.10
Other equity 19 42,855.46 40,330.28
Total equity 45,090.56 42,565.38
Liabilities
Non-current liabilities
Financial liabilities
Lease Liabilities 20 627.60 167.64
Provisions 21 149.87 119.74
Deferred tax liabilities (net) 22 1,176.77 983.96
Total non-current liabilities 1,954.24 1,271.34
Current liabilities
Financial liabilities
Lease Liabilities* 23 98.46 -
Trade payables
a) Total outstanding dues of Micro Enterprises and Small Enterprises 24 279.58 157.99
b) Total outstanding dues of creditors other than Micro Enterprises and 24 1,803.74 1,484.36
Small Enterprises
Other financial liabilities 25 1,054.49 898.94
Other Current liabilities 26 270.14 187.77
Provisions 27 19.02 14.86
Income tax liabilities (net) 28 189.95 69.79
Total current liabilities 3,715.38 2,813.71
Total liabilities 5,669.62 4,085.05
Total equity and liabilities 50,760.18 46,650.43
Material accounting policies 2
* Figures indicates less than Rs. 1000/-

The accompanying notes 1 to 56 form an integral part of the standalone financial statements.
As per our report of even date
For KALYANIWALLA & MISTRY LLP Signatures to the Standalone Balance Sheet and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166
Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Statutory Reports
Financial Statements

Standalone Statement of Profit and Loss for the year ended March 31, 2024

Rs. Lakhs
Particulars Note No. For the year ended For the year ended
March 31, 2024 March 31, 2023
Income
Revenue from operations 29 41,411.83 35,334.01
Other income 30 1,091.18 1,010.78
Total income 42,503.01 36,344.79
Expenses
Cost of materials consumed 31(a)(b) 16,894.54 14,357.89
Purchase of stock-in-trade 31(c) 300.60 754.76
Changes in inventories of finished goods, stock-in-trade and work-in-progress 32 298.92 (48.19)
Employee benefits expense 33 2,504.94 2,046.44
Finance cost 34 80.31 61.18
Depreciation and amortisation expenses 35 638.19 552.14
Other expenses 36 11,212.86 10,544.51
Total expenses 31,930.36 28,268.73
Profit before Tax 10,572.65 8,076.06
Tax expense
Current tax 22 2,560.42 2,049.49
Deferred tax 174.53 223.78
(Excess) provision of earlier year (126.25) (197.87)
Total tax expense 2,608.70 2,075.40
Profit for the year 7,963.95 6,000.66
Other comprehensive income
A. Items that will not be reclassified subsequently to profit or loss
Re-measurements of the defined benefit plans (38.66) (20.64)
Income tax on above item 9.74 5.20
(28.92) (15.44)
B. Items that will be reclassified subsequently to profit or loss
Net gain/(loss) on cash flow hedges 111.34 (260.16)
Income tax on above item (28.02) 65.48
83.32 (194.68)
Net other comprehensive income for the year (net of tax) (A + B) 54.40 (210.12)
Total comprehensive income for the year 8,018.35 5,790.54
Earning per equity share [Nominal value per share Rs. 2/- each] 46
Basic (Rs.) 7.25 5.48
Diluted (Rs.) 7.25 5.48
Material accounting policies 2

The accompanying notes 1 to 56 form an integral part of the standalone financial statements.
As per our report of even date
For KALYANIWALLA & MISTRY LLP Signatures to the Standalone Statement of Profit and Loss and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Standalone Statement of Cash Flows for the year ended March 31, 2024

Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
A. Cash Flow from Operating Activities
Profit before Taxation 10,572.65 8,076.06
Adjustment for:
Depreciation and amortisation expense 638.19 552.14
Loss on sale of fixed assets / assets scrapped 6.39 20.06
Finance cost 80.31 61.18
Allownce for doubtful trade receivable and advances 92.15 -
Liabilities no longer required written back (1.60) (17.74)
Unrealised exchange (gain)/loss (78.75) (154.17)
Net (gain) /loss on sale of investments / fair valuation of investments (515.67) (339.98)
Unwinding of security deposit (3.80) (4.33)
Notional Rent on Security Deposit 2.54 3.53
Interest income (214.74) (86.94)
Dividend income (0.09) (0.06)
Operating Profit before working capital changes 10,577.58 8,109.75
Adjustment for:
(Increase)/Decrease in Trade receivables (903.42) (2,755.55)
(Increase) / Decrease in Inventories 16.66 (132.13)
(Increase)/ Decrease in Non-Current Financial Assets (50.80) (34.90)
(Increase) / Decrease in Non-Current Assets (14.26) 0.56
(Increase) / Decrease in Current Financial Assets (1,324.84) 229.44
(Increase) / Decrease in Other Current Assets (276.93) (378.51)
Increase / (Decrease) in Trade Payable 447.07 (553.88)
Increase / (Decrease) in Non - Current Provisions 30.13 27.54
Increase / (Decrease) Current Financial Liabilities 68.61 (45.46)
Increase / (Decrease) Current Provisions 4.16 2.03
Increase / (Decrease) Other Current Liabilities 82.36 34.21
Cash generated from operating activities 8,656.32 4,503.10
Taxes Paid (Net of refunds) (2,357.96) (2,013.12)
Net Cash Flow from Operating Activities (A) 6,298.36 2,489.98
B. Cash Flow from Investing Activities
Purchase of Property, plant and equipments (1,353.97) (1,846.63)
Proceeds from sale of Property, plant and equipments 14.50 17.99
Fixed Deposits placed with the bank 1,618.02 (30.33)
Investment in mutual funds (13,958.13) (11,983.67)
Proceeds from sale of mutual funds 15,326.14 8,252.00
Loan to Subsidiary 115.00 (115.00)
Investment in subsidiary (1,200.00) (100.00)
Dividend Received 0.09 0.06
Interest received 222.07 130.89
Net Cash Flow (used in) Investing Activities (B) 783.72 (5,674.69)

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Financial Statements

Standalone Statement of Cash Flows for the year ended March 31, 2024

Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
C. Cash Flow from Financing Activities
Proceed from issue of preferential share warrants - 2,732.64
Finance cost (42.67) (54.92)
Payment of Lease Rent (79.93) (0.50)
Dividend Paid (5,493.19) (878.91)
Net cash flow from / (used in) financing activities (C) (5,615.79) 1,798.31
Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) 1,466.29 (1,386.40)
CASH AND CASH EQUIVALENTS:
AS AT THE BEGINNING OF THE YEAR (Refer Note 13) 1,846.63 3,093.79
Unrealised Foreign Exchange Restatement in Cash and cash Equivalents 48.65 139.25
Cash and Cash Equivalents - Closing Balance 3,361.57 1,846.64
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 1,514.94 (1,247.15)
Notes:
1. Cash and Cash Equivalents: (Refer Note 13)
(a) Cash on Hand 2.49 2.19
(b) Balance with banks 3,359.08 1,844.45
Cash and Cash Equivalents 3,361.57 1,846.64

1. The standalone cash flow statement has been prepared under the 'Indirect Method' as set out in the Indian Accounting Standard (Ind
AS) 7 on 'Cash Flow Statement' and presents cash flows by operating, investing and financing activities.
2. The above standalone cash flow statement includes Rs. 123.35 lakhs towards Corporate Social Responsibility activities (Refer Note 47)
3. Figures for the previous year have been regrouped/ restated wherever necessary to conform to current year's classification.

As per our report of even date

For KALYANIWALLA & MISTRY LLP Signatures to the Standalone Statement of cash flows and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Standalone Statement of Changes In Equity for the year ended March 31, 2024

(a) Equity Share Capital

Particulars As at March 31, 2024 As at March 31, 2023
No. of Shares Rs. in lakhs No. of Shares Rs. in lakhs
Balance at beginning of the reporting year 2,19,72,719 2,197.27 2,09,66,219 2,096.62
Issued during the year - - 10,06,500 100.65
Add: Equity Shares arising on shares split from Rs.10/- to Rs. 2/- per share 8,78,90,876 - - -
(refer note 18(a)(i))
Balance at end of the reporting year 10,98,63,595 2,197.27 2,19,72,719 2,197.27

(b) Other Equity Rs. Lakhs

Particulars Capital Capital Securities General Money received Retained Cash flow Total
reserve redemption premium reserve against share earnings hedge
reserve (Refer warrants reserve
Note 19 (c) (Refer Note 19 (e)
Balance as on April 1, 2022 105.00 197.73 5,487.98 763.97 910.88 25,167.03 154.07 32,786.64
Addition during the year - - - - 2,732.64 - - 2,732.64
Profit for the year - - - - - 6,000.66 - 6,000.66
Other Comprehensive Income - - - - - (15.44) (194.68) (210.11)
Less: Dividend paid - - - - - (878.91) - (878.91)
Issue of Equity Shares pursuant to - - 3,542.89 - (3,643.52) - - (100.63)
conversion of preferential share
warrants
Balance as at March 31, 2023 105.00 197.73 9,030.87 763.97 - 30,273.34 (40.61) 40,330.28
Addition during the year - - - - - - - -
Profit for the year - - - - - 7,963.95 - 7,963.95
Other Comprehensive Income - - - - - (28.92) 83.31 54.39
Less: Dividend paid - - - - - (5,493.19) - (5,493.19)
Issue of Equity Shares pursuant to - - - - - - - -
conversion of preferential share
warrants
Balance as at March 31, 2024 105.00 197.73 9,030.87 763.97 - 32,715.18 42.71 42,855.46

The accompanying notes 1 to 56 form an integral part of the standalone financial statements.
As per our report of even date

For KALYANIWALLA & MISTRY LLP Signatures to the Standalone Statement of changes in equity and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Statutory Reports
Financial Statements

Notes forming part of the Standalone Financial Statements

1 Company Overview
Description of Business
ADF Foods Limited (“the Company”) is a public company incorporated under the provisions of the Companies Act, 1956 and
domiciled in India having registered office at 83/86 G.I.D.C Industrial Estate, Nadiad, Gujarat. Its shares are listed on Bombay Stock
Exchange and National Stock Exchange in India. The Company is engaged in the manufacture and selling of food products like
pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The Company caters mainly to international markets
and domestic market.
The Financial statements of the Company for the year ended March 31, 2024 are approved by the Board of Directors on May 09, 2024.

Basis of Preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by
Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 to be read with the Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time). The Company’s Financial Statements for the year ended March 31, 2024
comprises of the Balance Sheet, Statement of Profit and Loss, Statement of Cash Flows, Statement of Changes in Equity and the Notes
to Financial Statements.
Current versus non-current classification of all assets and liabilities have been classified as current or non-current as per the Company’s
normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products
and the time taken between acquisition of assets for processing and their realization in cash and cash equivalent, the Company has
ascertained its operating cycle as twelve months for the purpose of the classification of assets and liabilities into current and non -
current.

Basis of Measurement
The Ind AS Financial Statements have been prepared on a going concern basis using historical cost convention and on an accrual
method of accounting, except for certain financial assets and liabilities, including derivative financial instruments which have been
measured at fair value as described below and defined benefit plans which have been measured at actuarial valuation as required by
relevant Ind ASs.

Key Accounting Estimates and Judgements:

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of
accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including
expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively.
Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most
significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:
(a) Measurement of defined benefit obligations – Note 45
(b) Measurement and likelihood of occurrence of provisions and contingencies – Note 38
(c) Recognition of deferred tax liabilities – Note 22
(d) Impairment of Intangible asset – Note 35
(e) Measurement of Lease liabilities and Right of Use of Assets – Note 4, 20 & 23
(f) Fair value of financial instruments including derivative contracts Note 25 and applicable discount rate

Measurement of fair values

The Company’s accounting policies and disclosures require financial instruments to be measured at fair values. The Company has
an established control framework with respect to the measurement of fair values. The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant
observable inputs and minimizing the use of unobservable inputs. The management regularly reviews significant unobservable

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Notes forming part of the Standalone Financial Statements

inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values,
then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the
requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified. Fair values are
categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant
to the entire measurement.
The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the
change has occurred.

2 Material Accounting Policies

2.1 Property, Plant and Equipment
2.1.1 Initial Recognition
Property, Plant and Equipment are initially recognised at cost which comprises of purchase price including import duties, non-
refundable taxes and any directly attributable cost of bringing the assets to its present condition and location for its intended
use, including the cost of replacing parts only when future economic benefit associated to that cost will flow to the company
and its cost can be reliably measured, borrowing costs for long term construction projects if the recognition criteria are met and
present value of any expected cost for decommissioning, restoration and similar liability of an asset after its use is included in
the cost of respective asset. On replacement of a component, its carrying amount is derecognised.
Further, in case the component was not depreciated separately, the cost of incoming component is used as an indication to
determine the cost of the replaced part at the time of capitalising.

2.1.2 Subsequent Recognition

Subsequent recognition is at cost less accumulated depreciation and accumulated impairment losses, if any. Impairment testing
is undertaken at the balance sheet date if there are indicators.

2.1.3 Disposal or Retirement

The carrying value is eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or
losses are recognized in the statement of profit and loss. Assets to be disposed off are reported at the lower of the carrying value
or the fair value less cost to sell.

2.1.4 Component Accounting

The Company identifies and determines cost of each component of an asset separately, if the component has a materially
different useful life as compared to entire asset and its cost is significant of the total cost.

2.1.5 Depreciation
Depreciation is calculated on Straight Line Basis as per the useful lives specified in Schedule II to the Companies Act, 2013 on
pro rata basis except for carboys and pallets where lower lives of 5 years is applied based on the technical advice obtained by
the company.
Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial year end.

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Statutory Reports
Financial Statements

Notes forming part of the Standalone Financial Statements

The estimated useful lives for computing depreciation are generally as follows:

Machinery and equipment 15 Years

Furniture and fixtures 10 Years
Automobiles 08 Years
Office Building 60 Years
Factory Building 30 Years
Computers 03 Years
Leasehold land under operating lease is depreciated over the leasehold period or its estimated useful life, whichever is shorter.
Freehold land is not depreciated.
The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial year
end and adjusted prospectively, if appropriate.

2.2 Capital Work In Progress

Capital work in progress includes the acquisition/commissioning cost of assets under expansion/acquisition and pending
commissioning. Expenditure of revenue nature related to such acquisition/expansion is also treated as capital work in progress
and capitalized along with the asset on completion of the expansion project or otherwise on commencement of commercial use
of the asset.
Intangible Assets
2.2.1 Initial Recognition
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in
a business combination is their fair value at the date of acquisition.

2.2.2 Subsequent Recognition

Intangible assets are carried at cost less accumulated amortisation and impairment loss, if any.

2.2.3 Amortisation
The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are amortised
on a straight-line basis over the period of their expected useful lives. Estimated useful lives by major class of finite-life
intangible assets are as follows:
Goodwill - 5 years Software - 3 Years
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial year
end and adjusted prospectively, if appropriate.
Indefinite life intangibles mainly consist of brands. Intangible assets with indefinite useful lives are not amortised, but are
tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite
life continues to be supportable. If not the change in useful life from indefinite to finite is made on a prospective basis.

2.2.4 Derecognition
Gains or losses arising from derecognition of intangible assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized.

2.3 Investments in Subsidiaries

Investments in subsidiaries are carried at cost less accumulated impairment losses, if any. Where an indication of impairment
exists, the carrying amount of the investment is assessed and written down immediately to its recoverable amount. On disposal
of investments in subsidiaries the difference between net disposal proceeds and the carrying amounts are recognized in the
Statement of Profit and Loss.

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Notes forming part of the Standalone Financial Statements

2.4 Inventories
Inventories are valued at lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary
course of business, less estimated costs of completion and the estimated costs necessary to make the sale. Costs are computed
on the weighted average basis and are net of GST credits.
Raw materials, packing materials and stores: Costs includes cost of purchase net of discounts and other costs incurred in
bringing each product to its present location and condition.
Finished goods and work in progress: In the case of manufactured inventories and work in progress, cost includes all costs
of purchases, an appropriate share of production overheads based on normal operating capacity and other costs incurred in
bringing each product to its present location and condition Finished goods valuation also includes applicable duty. Provision is
made for cost of obsolescence and other anticipated losses, whenever considered necessary.

2.5 Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and short term deposits with an original
maturity of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flow, cash and cash equivalents consists of cash and short-term deposits, as defined
above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.

2.6 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument
of another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward
contracts, futures and currency options.

2.6.1 Financial Assets

Financial assets are recognised when the Company becomes a party to the contractual provisions of the instrument.

2.6.1.1 Initial recognition and measurement

All financial assets are recognized at fair value on initial recognition, except for trade receivables which are initially
measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets,
which are not at fair value through profit or loss, are added to the fair value on initial recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation
or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the
Company commits to purchase or sell the asset.

2.6.1.2 Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

2.6.1.2.1 Financial assets at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective
is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
After initial measurement, debt instruments at amortised cost are subsequently measured at amortised cost using
the Effective Interest Rate (EIR) method, less impairment, if any. The amortisation of EIR and loss arising from
impairment, if any is recognised in the Statement of Profit and Loss.

2.6.1.2.2 Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within
business model whose objective is achieved by both collecting contractual cash flows and selling financial assets
and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
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Financial Statements

Notes forming part of the Standalone Financial Statements

Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at
fair value. Fair value movements are recognized in the other comprehensive income (OCI).
Interest income measured using the EIR method and impairment losses, if any are recognised in the Statement of
Profit and Loss. On derecognition, cumulative gain or loss previously recognised in OCI is reclassified from the
equity to ‘other income’ in the Statement of Profit and Loss.

2.6.1.2.3 Financial assets at fair value through profit or loss

Financial assets which are not classified in any of the above categories are subsequently fair valued through profit or
loss. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI,
is classified as at FVTPL.
Such financial assets are measured at fair value with all changes in fair value, including interest income and dividend
income if any, recognised as ‘other income’ in the Statement of Profit and Loss. Such financial assets are measured at
fair value with all changes in fair value, including interest income and dividend income if any, recognised as ‘other
income’ in the Statement of Profit and Loss.

2.6.1.2.4 Financial assets as Equity Investments

All investments in equity instruments classified under financial assets are initially measured at fair value, the
Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.
The Company makes such election on an instrument-by-instrument basis. A fair value change on an equity
instrument is recognised as other income in the Statement of Profit and Loss unless the Company has elected to
measure such instrument at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at
FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently reclassified to the Statement of
Profit and Loss. Dividend income on the investments in equity instruments are recognised as ‘other income’ in the
Statement of Profit and Loss.

2.6.1.3 Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised (i.e. removed from the Company’s balance sheet) when:
The rights to receive cash flows from the asset have expired, or
The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either
(a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither
transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

2.6.1.4 Impairment
In accordance with Ind AS 109, the Company applies expected credit loss (ECL) model for measurement and
recognition of impairment loss on the financial assets that are debt instruments, and are measured at amortised
cost e.g., loans, debt securities, deposits and trade receivables or any contractual right to receive cash or another
financial asset that result from transactions that are within the scope of Ind AS 115.
The company follows ‘Simplified Approach’ for recognition of impairment allowance. This approach doesn’t require
the Company to track changes in credit risk. Rather, it recognises impairment allowances based on lifetime ECLs
at each reporting date, right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the
contract and all the cash flows that the entity expects to receive, discounted at the original EIR. Lifetime ECL are
expected credit losses resulting from all possible defaults over the expected life of a financial instrument. ECL
impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the
statement of profit and loss. This amount is reflected under the head ‘other expenses’ in the statement of profit and
loss.

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Notes forming part of the Standalone Financial Statements

2.6.2 Financial Liabilities
(i) Classification
The Company classifies all financial liabilities as subsequently measured at amortised cost.
(ii) Initial recognition and measurement
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables,
net of directly attributable transaction costs.
(iii) Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using
the Effective Interest Rate (EIR) method. Gains and losses are recognised in Statement of Profit and Loss when the
liabilities are derecognised.
Amortised cost is calculated by taking into account any discount or premium on acquisition and transactions costs.
The EIR amortisation is included as finance costs in the Statement of Profit and Loss.
This category generally applies to loans and borrowings.
(iv) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the
derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying
amounts is recognised in the Statement of Profit and Loss.
(v) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis,
to realise the assets and settle the liabilities simultaneously.

2.6.3 Share Capital

Ordinary equity shares
Incremental costs directly attributable to the issue of ordinary equity shares, are recognised as a deduction from equity.

2.6.4 Derivative financial instruments and hedge accounting

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently
re-measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value
depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged
and the type of hedge relationship designated.
The company designates their derivatives as hedges of foreign exchange risk associated with the cash flows of highly
probable forecast transactions. (Cash flow hedges).
The company documents at the inception of the hedging transaction the economic relationship between hedging
instruments and hedged items including whether the hedging instrument is expected to offset changes in cash flows
of hedged items. The company documents its risk management objective and strategy for undertaking various hedge
transactions at the inception of each hedge relationship.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of
the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the
hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.

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Financial Statements

Notes forming part of the Standalone Financial Statements

Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is
recognised in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative
change in fair value of the hedged item on a present value basis from the inception of the hedge. The gain or loss relating
to the ineffective portion is recognised immediately in Statement of profit and loss.
When forward contracts are used to hedge forecast transactions, gains or losses relating to the effective portion of the
change in the spot component of the forward contracts are recognised in other comprehensive income in cash flow
hedging reserve within other equity.
The change in the forward element of the contract that relates to the hedged item (‘aligned forward element’) is recognised
within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity may designate
the full change in fair value of the forward contract (including forward points) as the hedging instrument. In such cases,
the gains and losses relating to the effective portion of the change in fair value of the entire forward contract are recognised
in the cash flow hedging reserve within other equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity
until the forecast transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative gain or
loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss within other
gains/(losses).
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains
unchanged and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by
adjusting either the volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns
with the ratio used for risk management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or
loss at the time of the hedge relationship rebalancing. Amounts accumulated in equity are reclassified to profit or loss in
the periods when the hedged item affects profit or loss.

2.7 Fair Value Forward Contract

The Company enters derivative financial instruments to manage its foreign exchange rate risk. Derivatives are initially recognised
at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each
reporting period. The resulting gain or loss is recognised in Profit & Loss account immediately unless the derivative is designated and
effective as a hedging instrument, in which event the timing of the recognition in statement of profit and loss depends on the nature
of the hedging relationship and nature of hedged items.

2.8 Government Subsidy/Grants

Grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied
with. When the grant relates to an asset, the cost of the asset is shown at gross value and grant thereon is treated as a deferred grant
which is recognized as income in the Statement of Profit and Loss over the period and in proportion in which depreciation is charged.

2.9 Provisions, Contingent Liabilities and Contingent Assets

2.9.1 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit
and loss net of any reimbursement.
If the effect of time value of money is material, provisions are discounted using a current pre tax rate that reflects, when
appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time
is recognised as a finance cost.

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Notes forming part of the Standalone Financial Statements

2.9.2 Contingent Liabilities
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.9.3 Contingent Assets

Contingent assets are not recognised in the financial statements. Contingent assets if any, are disclosed in the notes to the
financial statements.

2.10 Revenue from Operation

Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer at an amount
that reflects the consideration to which the Company is expected to be entitled to in exchange for those goods or services. Revenue
towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration)
allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration
on account of various discounts and schemes offered by the Company as part of the contract. This variable consideration is estimated
based on the expected value of outflow. Revenue (net of variable consideration) is recognized only to the extent that it is highly
probable that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved.
Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance
obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to
the customer, as may be specified in the contract.

Export Incentives
Revenue from export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable assurance
and conditions precedent to claim are fulfilled.
Incentive under Production Linked Incentives scheme (PLI) the scheme is subject to meeting certain committed investments and
defined incremental sales threshold. Such Incentive are recognised as other operating revenue when there is a reasonable assurance
that the Company will comply with all necessary conditions attached to the incentive. Income from such incentive is recognised on a
systematic basis over the periods to which they relate.

2.11 Other Non-Operating Income

2.11.1 Interest Income
Interest income is recognized using the Effective Interest Rate (EIR) method.

2.11.2 Dividend Income

Dividend income on investments is recognised when the right to receive dividend is established.

2.12 Employee Benefits

Liabilities in respect of employee benefits to employees are provided for as follows:
a) Short-term employee benefits
i) Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months
after the end of the period in which the employees render the related service are recognised in respect of employees’
services up to the end of the reporting period and are measured at the amounts expected to be incurred when the
liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
b) Long Term Employee Benefit Plan
The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The
expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent

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actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as
a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated
absences is recognized in the period in which the absences occur.
c) Post Separation Employee Benefit Plan
i) Defined Benefit Plan
Gratuity Liability on the basis of actuarial valuation as per Ind AS-19. Liability recognised in the balance sheet in respect
of gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of
plan assets.
The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present
value of defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at
the end of each reporting period on government bonds that have terms approximate to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Actuarial gain / loss pertaining to above and other components of re-measurement of net defined benefit liability (asset)
are accounted for as OCI. All remaining components of costs are accounted for in statement of profit & loss.
ii) Defined Contribution Plans:
Defined contribution plans are Employee Provident Fund scheme and Employee State Insurance scheme for eligible
employees. The Company’s contribution to defined contribution plans is recognised as an expense in the Statement of
Profit and Loss as they fall due.

2.13 Taxes
2.13.1 Current Taxes
Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the year and any adjustment to
the tax payable or recoverable in respect of previous years.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the company and its branch operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized
directly in equity/OCI, in which case it is recognized in other comprehensive income. The company offsets current tax assets
and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either
to settle on a net basis, or to realize the asset and settle the liability simultaneously.

2.13.2 Deferred Taxes

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is
probable that taxable profit will be available against which the deductible temporary timing differences and the carry forward
of unused tax credits and unused tax losses can be utilised. Such assets are reviewed at each reporting date and are reduced to
the extent that it is no longer probable that the related tax benefit will be realized.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be
available against which the temporary difference can be utilised.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and MAT credit entitlements only
if it is probable that future taxable amounts will be available to utilise those temporary differences, losses and credit.

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Notes forming part of the Standalone Financial Statements

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.

2.14 Foreign Currencies

The Company’s functional currency is Indian Rupee (INR) and it is also the presentation currency for the Company.
Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate of exchange prevailing
on the date of the transaction. Monetary assets and monetary liabilities denominated in foreign currencies and remaining unsettled at
the end of the year are converted at the functional currency spot rate of exchange prevailing on the reporting date.
Differences arising on settlement or conversion of monetary items are recognised in statement of profit and loss. Non-monetary items
that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction
except for the qualifying cash flow hedge, which are recognised in OCI to the extent that the hedges are effective.

2.15 Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease
requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals)
and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to
extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease
if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an
option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create
an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease.
The Company revises the lease term if there is a change in the non-cancellable period of a lease
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases
with similar characteristics
The Company’s lease asset classes primarily consist of leases for Land and Buildings and Plant & Machinery. The Company assesses
whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right
to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the
right to control the use of an identified asset, the Company assesses whether:
(i) the contract involves the use of an identified asset
(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) the Company has the right to direct the use of the asset.
At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability
for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and leases
of low value assets. For these short term and leases of low value assets, the Company recognises the lease payments as an operating
expense on a straight line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the
initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any
initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment
losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease
term and useful life of the underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using
the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is

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subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to
reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate
used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing
cash flows.

2.16 Dividend
The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the
distribution is authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting
period. As per Corporate laws in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount
is recognized directly in equity.

2.17 Earnings Per Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the company by the
weighted average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the
weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Recent Pronouncements:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2024, MCA has not notified any new Standards or Amendment
to the existing standards applicable to the Company.

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4 (a) Property, Plant and Equipment Rs. Lakhs
Particulars Period Land Right of- use Buildings Leasehold Plant & Furniture Vehicles Office Office Electrical Laboratory Computers Total
improvement machinery & fixtures equipment premises installation equipment
Freehold Leasehold

Opening gross carrying amount April 1, 2022 4.18 94.39 253.27 3,128.52 93.14 4,576.49 85.79 216.47 49.16 97.77 109.99 11.55 79.84 8,800.54
as at
Additions - 1,193.34 156.08 44.57 - 543.73 7.03 - 14.82 - 3.64 0.42 39.94 2,003.58
ADF Foods Limited

Deductions - - - - (113.31) - - - - - - - (113.31)

Annual Report 2023-24

Closing gross carrying amount March 31, 2023 4.18 1,287.73 409.35 3,173.09 93.14 5,006.91 92.82 216.47 63.98 97.77 113.63 11.97 119.78 10,690.83
as at
Opening gross carrying amount April 1, 2023 4.18 1,287.73 409.35 3,173.09 93.14 5,006.91 92.82 216.47 63.98 97.77 113.63 11.97 119.78 10,690.83
as at
Additions - - 600.70 0.89 - 429.79 17.68 214.63 8.04 - 61.57 8.26 25.65 1,367.21
Deductions - - - - - (38.74) - (0.08) (1.96) - - - (5.68) (46.46)
Closing gross carrying amount March 31, 2024 4.18 1,287.73 1,010.05 3,173.98 93.14 5,397.96 110.50 431.02 70.06 97.77 175.20 20.23 139.75 12,011.58
as at
Opening accumulated April 1, 2022 - 6.06 248.44 656.06 62.29 1,539.19 58.50 108.53 24.13 10.10 56.31 5.53 31.84 2,806.96
depreciation
Charge for the year - 6.11 0.99 120.41 17.70 329.48 7.37 20.58 7.73 1.68 12.10 0.88 25.25 550.29
Deduction - - - - - (75.26) - - - - - (75.26)
Closing accumulated depreciation March 31, 2023 - 12.17 249.43 776.47 79.99 1,793.41 65.87 129.11 31.86 11.78 68.41 6.41 57.09 3,282.01
Opening accumulated April 1, 2023 - 12.17 249.43 776.47 79.99 1,793.41 65.87 129.11 31.86 11.78 68.41 6.41 57.09 3,282.01
depreciation
Charge for the year - 12.97 68.98 118.20 8.51 330.02 10.30 23.92 7.95 1.69 12.81 1.43 31.33 628.11
Deduction - - (19.26) (0.02) (1.43) (4.85) (25.56)
Closing accumulated depreciation March 31, 2024 - 25.14 318.42 894.67 88.50 2,104.17 76.17 153.01 38.38 13.47 81.22 7.84 83.57 3,884.56
Net carrying amount as at March 31, 2023 4.18 1,275.56 159.92 2,396.62 13.15 3,213.50 26.95 87.36 32.12 85.99 45.22 5.56 62.69 7,408.82
Net carrying amount as at March 31, 2024 4.18 1,262.59 691.63 2,279.31 4.64 3,293.79 34.33 278.01 31.68 84.30 93.98 12.39 56.18 8,127.02

1. Of the above the title deeds of immovable properties are held in the name of the Company.
2. Charge has been created over the part of Property, Plant and Equipment of the Company towards Working Capital facilities from banks.
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Statutory Reports
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Notes forming part of the Standalone Financial Statements

4 (b) Capital Work - in - Progress Rs. Lakhs
Particulars Total
Opening as at April 1, 2022 13.63
Additions during the year 1838.64
Capitalised during te year (1,782.82)
Closing as at March 31, 2023 69.45
Opening as at April 1, 2023 69.45
Additions during the year 1007.87
Capitalised during the year (566.52)
Closing as at March 31, 2024 510.80

(i) CWIP ageing schedule Rs. Lakhs

CWIP as on March 2024 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Projects in progress 510.80 - - - 510.80
Total 510.80 - - - 510.80

Rs. Lakhs
CWIP as on March 2023 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Projects in progress 69.45 - - - 69.45
Total 69.45 - - - 69.45

4 (c) Intangible assets Rs. Lakhs

Particulars Period Brands Computer Total
software
Opening gross carrying amount as at April 1, 2022 2,132.84 20.36 2,153.20
Additions - 7.85 7.85
Deductions - - -
Closing gross carrying amount as at March 31, 2023 2,132.84 28.21 2,161.05
Opening gross carrying amount as at April 1, 2023 2,132.84 28.21 2,161.05
Additions - 46.37 46.37
Deductions - - -
Closing gross carrying amount as at March 31, 2024 2,132.84 74.58 2,207.42
Opening accumulated amortisation April 1, 2022 - 15.35 15.35
Charge for the year - 1.86 1.86
Deduction - - -
Closing accumulated amortisation March 31, 2023 - 17.21 17.21
Opening accumulated amortisation April 1, 2023 - 17.21 17.21
Amortisation for the year - 10.06 10.06
Deduction - - -
Closing accumulated amortisation March 31, 2024 - 27.27 27.27
Net carrying amount as at March 31, 2023 2,132.84 11.00 2,143.84
Net carrying amount as at March 31, 2024 2,132.84 47.31 2,180.15

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Notes forming part of the Standalone Financial Statements

5 Non - Current Investments Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Investments in equity instruments of subsidiaries
Investment in Subsidiaries (Unquoted)
(At amortised cost)
a) ADF Foods (India) Limited
Face value (Rs.) 10.00 10.00
Number of shares 10,50,000 5,50,000
Amount in Rs. Lakhs 105.00 55.00
b) ADF Foods UK Limited
Face value (£) 1.00 1.00
Number of shares 20,85,281 20,85,281
Amount in Rs. Lakhs 1,826.29 1,826.29
c) Power Brands (Foods) Private Limited (Refer Note: 48)
Face value (Rs.) 10.00 10.00
Number of shares 2,08,85,992 2,08,85,992
Amount in Rs. Lakhs - -
d) Telluric Foods (India) Limited
Face value (Rs.) 10.00 10.00
Number of shares 10,00,000 10,00,000
Amount in Rs. Lakhs 100.00 100.00
Investments in preference shares:
Investment in Subsidiaries (Unquoted)
(At amortised cost)
a) ADF Foods UK Limited
(0.001% Redeemable Cumulative Preference Shares)
Face value (£) 1.00 1.00
Number of shares 71,37,740 71,37,740
Amount in Rs. Lakhs 6,801.79 6,801.79
b) Telluric Foods (India) Limited
(0.001% Optionally Convertiable Redeemable Preference Shares)
Face value (Rs.) 10.00 -
Number of shares 1,15,00,000 -
Amount in Rs. Lakhs 1,150.00 -
Total 9,983.08 8,783.08
Aggregate amount of unquoted investments 9,983.08 8,783.08
Aggregate amount of impairment in value of investments - -

6 Non-current Loans Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Loans and advances to Employees 13.33 8.82
Total 13.33 8.82

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7 Other non-current Financial Assets Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Security deposits 194.70 148.94
Deposits held as Margin Money more than 12 months* 22.95 7.20
Total 217.65 156.14
* Above bank deposits are hypothecated as margin money.

8 Income Tax Assets (net) Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Advance payment of income tax (net of Provision for Tax) 683.37 639.42
(Net of Tax Provision CY Rs. 10,066.99 Lakhs ( PY Rs. 6,160.25 Lakhs))
Total 683.37 639.42

9 Other Non-Current Assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured Considered good
Capital Advances (Refer note: 38(b)) 105.61 5.87
Unsecured Considered Doubtful
Capital Advances (Refer note: 38(b)) 4.20 4.20
Provison for doubtful advances (4.20) (4.20)
Total Capital Advances 105.61 5.87
Prepayments 3.73 3.39
Prepaid Lease Rent 11.32 -
Ot her Assets 0.06 -
Total 120.72 9.26

10 Inventories Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
(Valued at lower of cost and net realizable value)
Raw materials 857.53 643.18
Packing materials 1,009.31 941.40
Work-in-progress 1,357.11 1,647.82
Finished goods 284.17 349.49
Traded goods 139.29 82.18
Total 3,647.41 3,664.07
Inventories hypothecated as collateral towards Working Capital facilities from banks.

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11 Current Investments Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
(a) Investments in Mutual Funds (Quoted) (Measured at FVTPL)
Kotak Equity Arbitrage Reg -DM 351.67 326.15
HDFC Liquid - Growth 15.69 1,120.57
Aditya Birla Sl Arbitrage-Growth 115.23 107.14
Tata Arbitrage Fund - Growth 674.20 627.56
Mirae Asset Cash Management-G 20.65 461.07
SBI Liquid-G 6.58 939.61
Nippon India Liquid-G 2.81 1,092.09
Aditya Birla Sl Liquid-G 74.07 62.54
SBI Arbitrage Opportunity Fund 55.88 51.87
Kotak Liquid Fund-Growth 3.80 1,076.88
ICICI Pru Liquid Fund-Growth 2.20 1,292.53
Tata Arbitrage Fund Reg-G-8979530/56 747.14 -
Aditya Birla Sl Arbitrage-G-1041738973 320.46 -
HDFC Arbitrage Wholesale-G-19222020/52 469.63 -
ICICI Pru Equity Arbitrage-G-21636543/55 567.89 -
Kotak Equity Arbitrage Reg-G-10355473/62 178.33 -
Nippon India Arbitrage-G-477262386496 564.88 -
SBI Arbitrage Opportunities-G-29450243 568.74 -
Nippon India Arbitrage -G 906.54 840.72
Total Investments in Mutual Funds (Quoted) (Measured at FVTPL) 5,646.39 7,998.73
(b) Fixed deposit with NBFC (Carried at Amortised Cost)
Bajaj Finance Ltd 1,500.00 -
Total Fixed deposit with NBFC (Carried at Amortised Cost) 1,500.00 -
Total 7,146.39 7,998.73
Aggregate amount of quoted investments at Cost 5,167.33 7,860.18
Aggregate amount of quoted investments at market value 5,646.39 7,998.73
Aggregate amount of impairment in value of investments - -

12 Trade Receivables Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured Considered good
Related parties (Refer note: 43) 878.25 1,750.83
Others 8,962.68 7,115.06
9,840.93 8,865.89
Trade Receivables - credit impaired 46.03 9.02
Less: Allowance for credit impaired (46.03) (9.02)
Total 9,840.93 8,865.89

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(i) Trade Receivables Ageing Schedule
Particulars (As at March 31, 2024) Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 years More than
6 months - 1 year years 3 years
(i) Undisputed Trade receivables – considered good 9,810.91 30.02 - - - 9,840.93
(ii) Undisputed Trade Receivables which have - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables credit impaired - - - - - -
(iv) Disputed Trade Receivables Considered Good - - - - - -
(v) Disputed Trade Receivables which have - - 37.01 - 9.02 46.03
significant increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - (37.01) - (9.02) (46.03)
Total 9,810.91 30.02 - - - 9,840.93

Particulars (As at March 31, 2023) Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 years More than
6 months - 1 year years 3 years
(i) Undisputed Trade receivables – considered good 8,861.59 4.30 - - - 8,865.89
(ii) Undisputed Trade Receivables which have - - - - - -
significant increase in credit risk
(iii) Undisputed Trade Receivables credit impaired - - - - - -
(iv) Disputed Trade Receivables Considered Good - - - - - -
(v) Disputed Trade Receivables which have - - - - 9.02 9.02
significant increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - (9.02) (9.02)
Total 8,861.59 4.30 - - - 8,865.89

13 Cash and Cash Equivalents Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Cash on hand 2.49 2.19
Balance with banks
in Current accounts 742.71 530.22
in EEFC accounts 1,116.37 1,237.20
Bank deposits with original maturity of less than 3 months 1,500.00 77.03
Total 3,361.57 1,846.64

14 Bank balances other than Cash and cash equivalents Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Balance with banks
in Current accounts * 115.41 65.95
in Fixed deposit accounts ** 692.16 2,164.31
in Margin deposit accounts*** 0.96 131.08
Total 808.53 2,361.34
* Balance with banks in current account is on account of earmark balance for unclaimed dividend.
**Deposits with maturity of less than 12 months.
*** Margin deposits with maturity of less than 12 months.

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15 Current Loans Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Loans to employees 10.08 14.43
Loans to Subsidiary (Refer Note: 41 & 43) - 115.00
Total 10.08 129.43

16 Other current financial assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Derivative foreign exchange forward contracts 0.84 -
Prepaid Lease Rent 3.28 1.57
Security Deposits 15.71 111.54
Interest accrued on fixed deposits and others 24.79 32.12
Export incentive receivable 2,818.82 1,395.97
Less: Allowance for credit impaired (55.14) -
2,763.68 1,395.97
Other receivables 0.22 0.60
Total 2,808.52 1,541.80

17 Other current non-financial assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Advance to suppliers for services 67.41 81.59
Advance to suppliers for goods 6.05 4.51
Balances with Government authority (on account of GST, Excise & Service Tax etc) 1,153.70 847.76
Prepayments 73.47 89.84
Total 1,300.63 1,023.70

18 Equity Share Capital Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Authorized shares
12,50,00,000 equity shares of Rs. 2/- each 2,500.00 2,500.00
(March 31, 2023: 2,50,00,000 equity shares of Rs. 10/- each)
Issued, subscribed and fully paid share capital
10,98,63,595 equity shares of Rs. 2/- each 2,197.27 2,197.27
(March 31, 2023: 2,19,72,719 equity shares of Rs. 10/- each)
2,197.27 2,197.27
Shares forfeited
37,83,000 equity shares of Rs. 2/- each 37.83 37.83
(March 31, 2023: 7,56,600 equity shares of Rs. 10/- each) (Refer Note: 18(a)(i))
Total 2,235.10 2,235.10

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Notes forming part of the Standalone Financial Statements

(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Particulars As at As at
March 31, 2024 March 31, 2023
Equity shares
As at April 1, 2022 2,17,22,819 2,134.45
Issued during the year 1,006,500 100.65
As at March 31,2023 2,27,29,319 2,235.10
Issued during the year - -
Add: Sub-division of 1 share of face value of Rs.10/- each into 5 shares of face value Rs. 9,0917,276 -
2/- each effective September 11, 2023 (Increase in shares on account of sub-division)*
As at March 31, 2024 11,36,46,595 2,235.10
* During the year ended 31 March 2024, the Company on 11 September 2023 (“Record Date”), sub-divided the Equity Shares from 1 (One) Equity Share having face value of
Rs. 10/- (Rupees Ten only) each fully paid-up, into 5 (Five) Equity Shares having face value of Rs. 2/- (Rupees Two only) each fully paid-up. Accordingly, earnings per share of
comparative periods presented has been calculated based on number of shares outstanding in respective periods, as increased by sub-division of shares.

(i) Of the above 37,83,000 equity shares equity shares of Rs. 2/- each (Rs. 37.83 lakhs) (March 31, 2023: 7,56,600 equity shares of Rs.
10/- each) forfeited in earlier years are not cancelled by the Company.
(b) Terms and rights attached to equity shares
The Company has one class of equity shares having a par value of Rs. 2 per share. Each shareholders is eligible for one vote per share
held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(c) Details of equity shares held by Shareholders holding more than 5% of the aggregate shares in the Company
Particulars As at As at
March 31, 2024 March 31, 2023
No. of Shares of Rs 2 each No. of Shares of Rs 10 each
unless otherwise stated unless otherwise stated
Mr. Bimal R. Thakkar
No. of Shares 1,13,94,620 22,78,924
% 10.37 10.37
Mrs. Mahalaxmi R. Thakkar
No. of Shares 96,65,000 19,33,000
% 8.80 8.80
Authum Investment and Infrastructure Limited
No. of Shares 1,36,67,568 26,11,584
% 12.44 11.89
Infinity Holdings
No. of Shares 1,00,00,000 20,00,000
% 9.10 9.10
Sixth Sense India Opportunities III
No. of Shares 78,04,508 13,99,779
% 7.10 6.37
Total - Number of shares 5,25,31,696.00 1,02,23,287.00
Total - % 47.81 46.53

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Notes forming part of the Standalone Financial Statements

(d) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital:
There are no Equity Shares reserved for issue on subscription of Preferential Share Warrants (Refer Note 19 (e) for terms of
Preferential Share Warrants)

(e) Equity shares movement during the five years preceding March 31, 2024
Financial Year Aggregate no. of
equity shares bought back
2018-19 11,78,742
2019-20 -
2020-21 -
2021-22 -
2022-23 -
There are no shares reserved for issue under option and contracts/commitments for the sale of shares / disinvestment, including the
terms and amounts.

(f) Disclosure of shareholding of promoters as at March 31, 2024 is as follows:

Particulars As at March 31, 2024 As at March 31, 2023 % Change
No. of shares % of total No. of shares % of total during the year
of Rs. 2 each shares of Rs. 2 each shares
Mr. Bimal R. Thakkar* 1,13,94,620 10.37% 22,78,924 10.37% 0.00%
Mrs. Mahalaxmi R. Thakkar 96,65,000 8.80% 19,33,000 8.80% 0.00%
Bimal Thakkar HUF 29,76,230 2.71% 5,95,246 2.71% 0.00%
Parul Bimal Thakkar** 54,29,135 4.94% 10,85,827 4.94% 0.00%
Krish Bhavesh Thakkar 14,76,000 1.34% 3,51,000 1.60% -0.25%
Shivaan Bimal Thakkar 28,94,505 2.63% 5,78,901 2.63% 0.00%
Sumer Bimal Thakkar*** 28,94,500 2.63% 5,78,900 2.63% 0.00%
H J Thakkar Property Investment Limited 30,94,575 2.82% 6,18,915 2.82% 0.00%
H J Thakkar Property Investment LLP 1,85,000 0.17% - 0.00% 0.17%
4,00,09,565 36.42% 80,20,713 36.50% -0.09%
* 9,76,190 shares are pledged as on March 31, 2024
** 20,50,000 shares are pledged as on March 31, 2024
*** 50,000 shares are pledged as on March 31, 2024

Disclosure of shareholding of promoters as at March 31, 2023 is as follows:

Particulars As at March 31, 2023 As at March 31, 2022 % Change
No. of shares % of total No. of shares % of total during the year
of Rs. 10 each shares of Rs. 10 each shares
Mr. Bimal R. Thakkar* 22,78,924 10.37% 22,78,924 10.87% -0.50%
Mrs. Mahalaxmi R. Thakkar 19,33,000 8.80% 19,53,000 9.31% -0.52%
Bimal Thakkar HUF*** 5,95,246 2.71% 5,95,246 2.84% -0.13%
Parul Bimal Thakkar** 10,85,827 4.94% 7,10,827 3.39% 1.55%
Krish Bhavesh Thakkar 3,51,000 1.60% 3,51,000 1.67% -0.08%
Shivaan Bimal Thakkar 5,78,901 2.63% 2,66,501 1.27% 1.36%
Sumer Bimal Thakkar 5,78,900 2.63% 2,66,300 1.27% 1.36%
H J Thakkar Property Investment Limited 6,18,915 2.82% 6,18,915 2.95% -0.14%
80,20,713 36.50% 70,40,713 33.58% 2.92%
* 4,25,000 shares are pledged as on March 31, 2023
** 4,00,000 shares are pledged as on March 31,2023
*** 2,25,000 shares are pledged as on March 31,2023

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19 Other Equity Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Capital reserve (Refer Note: 19 (a)) 105.00 105.00
Capital redemption reserve (Refer Note: 19 (b)) 197.73 197.73
Securities premium (Refer Note: 19 (c))
As per Last Balance Sheet 9,030.87 5,487.98
Issue of Equity Shares pursuant to conversion of preferential share warrants (Refer Note: 19 (e)) - 3,542.89
Closing balance 9,030.87 9,030.87
General reserve 763.97 763.97
Money received against share warrants (Refer Note: 19 (e))
As per Last Balance Sheet - 910.88
Amount received during the year - 2,732.64
Issue of Equity Shares pursuant to conversion of preferential share warrants (Refer note: 43) - (3,643.52)
Closing balance - -
Retained earning
As per Last Balance Sheet 30,273.34 25,167.03
Add: profit for the year 7,963.95 6,000.66
Re-measurement of defined benefit plans (28.92) (15.44)
Less: Dividend paid (5,493.19) (878.91)
Movement during the year 2,441.84 5,106.31
Closing balance 32,715.18 30,273.34
Cash flow hedge reserve (Refer Note: 19 (d))
As per Last Balance sheet (40.61) 154.07
Add: Change in fair value of hedging instrument 111.34 (260.16)
Less: Deferred tax (28.02) 65.48
Closing balance 42.71 (40.61)
Total 42,855.46 40,330.28

Nature of Reserves
(a) Capital reserve
The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital
reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or
securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision
of the Companies Act, 2013.

(d) Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast
sale. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges.
To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging
reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

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Notes forming part of the Standalone Financial Statements

(e) Money received against Preferential Share Warrants
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 receipt of 25% of the issue price.
On March16, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares on receipt of balance
75% of the subscription money and on April 29, 2022 the remaining 10,06,500 warrants were converted into equivalent number of
equity shares on receipt of balance 75% of the subscription money.
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 out of which Rs.2732 lakhs were received during FY 2022-23.

20 Non - Current Lease Liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Non - Current Lease Liabilities (Refer Note: 42) 627.60 167.64
Total 627.60 167.64

21 Non-current provision Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits (Refer Note: 45)
For Privilege Leave Liability 128.88 102.87
For Sick Leave Liability 20.99 16.87
Total 149.87 119.74

22 Income taxes
a) Tax expense recognised in profit and loss Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Current tax expense for the year 2,560.42 2,049.49
(Excess) provision of earlier years (126.25) (197.87)
Net current tax expenses 2,434.17 1,851.62
Deferred Income tax liability / (asset), (net)
Origination and reversal of temporary differences 174.53 223.78
Total 2,608.70 2,075.40

b) Tax expense recognised in other comprehensive income Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Items that will not be reclassified subsequently to profit or loss
Re-measurements of the defined benefit plans 9.74 5.20
Items that will be reclassified subsequently to profit or loss
Net gain / (loss) on cash flow hedges (28.02) 65.48
Total (18.28) 70.68

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c) Reconciliation of effective tax rate Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Profit before tax 10,572.65 8,076.06
Tax using the company's domestic tax rate 2,660.82 2,032.50
Tax rate % 25.17% 25.17%
Tax effect of:
Expenses not deductible for tax purposes 87.94 23.73
Other exempt income
Allowances under Income Tax Act 109.66 85.44
Tax Expenses in respect to prior years 266.54 5.49
Items allowable for tax purpose on Receipt (189.43) (13.35)
Others (326.79) (58.40)
Total 2,608.74 2,075.40

d) Movement in deferred tax balances Rs. Lakhs

Particulars Net Balance Recognised in Recognised in Net Balance
April 01, 2023 profit or loss OCI Mar 31,2024
Deferred tax assets / (liabilities)
Property, plant and equipment (947.53) (33.25) - (980.78)
Cash flow hedge reserve 101.57 - (28.02) 73.55
Employee benefits 61.70 18.25 9.74 89.69
Provision for doubtful advances 3.32 23.19 - 26.51
Items allowable for tax purpose on Receipt (203.36) (187.57) - (390.93)
Right of use assets (ROU) (1.13) (134.22) (135.35)
Lease Liability 1.46 139.08 - 140.54
Net Deferred tax assets / (liabilities) (983.96) (174.53) (18.28) (1,176.77)

Rs. Lakhs
Particulars Net Balance Recognised in Recognised in Net Balance
April 01, 2022 profit or loss OCI Mar 31,2023
Deferred tax assets / (liabilities)
Property, plant and equipment (919.56) (27.97) (947.53)
Cash flow hedge reserve 36.09 - 65.48 101.57
Employee benefits 49.05 7.46 5.20 61.70
Provision for doubtful advances 3.32 - - 3.32
Items allowable for tax purpose on Receipt - (203.36) (203.36)
Right of use assets (ROU) (1.22) 0.09 (1.13)
Lease liability 1.46 - - 1.46
Net Deferred tax assets / (liabilities) (830.86) (223.77) 70.68 (983.96)

23 Current Lease Liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Current Lease Liabilities* (Refer Note: 42) 98.46 -
Total 98.46 -
* Figures indicates less than Rs. 1000/-

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Notes forming part of the Standalone Financial Statements

24 Trade payables Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Dues to micro and small enterprises (Refer note: 39) 279.58 157.99
Others* 1,803.74 1,484.36
Total 2,083.32 1,642.35
* Trade payable includes Rs. 17.10 Lakhs (March 2023: Rs. 17.10 Lakhs) payable to Power Brands (Foods) Pvt Ltd, which is under voluntary liquidation.

(i) Trade Payables Ageing

Particulars (As at March 31, 2024) Outstanding for following periods from due date of payment Total
Less than 1 year 1-2 years 2-3 years More than 3
years
(i) MSME 279.58 - - - 279.58
(ii) Others 1,772.13 11.30 2.72 17.59 1,803.74
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues – Others - - - - -
Total 2,051.71 11.30 2.72 17.59 2,083.32

Particulars (As at March 31, 2023) Outstanding for following periods from due date of payment Total
Less than 1 year 1-2 years 2-3 years More than 3
years
(i) MSME 157.99 - - - 157.99
(ii) Others 1,395.98 70.79 - 17.59 1,484.36
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues – Others - - - - -
Total 1,553.97 70.79 - 17.59 1,642.35

25 Other Current Financial Liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Derivative Foreign exchange forward contracts (Refer note: 44) 5.44 116.78
Employees related payables 148.51 126.73
Unclaimed dividend 115.41 65.95
Payable to Related party (Refer note: 43) 8.14 116.17
Payable for capital goods 137.13 45.59
Gratuity Payable (Refer note: 45) 127.16 52.89
Other liabilities 512.70 374.83
Total 1,054.49 898.94

26 Other current non-financial liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Advances from customers 87.77 56.63
Statutory dues and other dues payable 174.82 124.74
Other liabilities 7.55 6.40
Total 270.14 187.77

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27 Current provisions Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits (Refer note: 45)
For Privilege Leave Liability 15.66 12.23
For Sick Leave Liability 3.36 2.63
Total 19.02 14.86

28 Income tax liabilities (net) Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Provision for taxation 189.95 69.79
(net of Advance Tax CY Rs. 2,370.31 Lakhs (PY Rs. 3,270.39 Lakhs))
Total 189.95 69.79

29 Revenue from operations Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Sale of products 39,436.83 34,735.69
Export Incentive* 1,975.00 598.32
Total 41,411.83 35,334.01
The Chief Operating Decision Maker (CODM) evaluates the performance of the Company based on revenue and operating income in one
segment i.e. “Processed food”. Accordingly, as per Ind AS-108 (Operating Segment), the Company has only one business segment and hence
disaggregation information has not been separately disclosed.
* Products Link Incentive (PLI) was announced in May 2021, starting with the base year as FY 2021-22 and valid upto FY 2025-26.
Subsequently, MOFPI (Ministry of Foods Processing Industries) has revised the period starting with base year as FY22-23 & valid upto
FY 2026-27. PLI Income of Rs.754.95 Lakh for F.Y. 2021-2022 has been derecognized during FY2022-2023 and recognised income of Rs 808
Lakh for FY 2022-2023, Net Impact of Income in Statement of profit and loss is of Rs 53.05 Lakh

30 Other Income Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest income from
Bank deposits 179.90 77.38
Others 34.84 9.56
Dividend income
From subsidiary 0.09 0.06
Unwinding of discount on security deposit 3.80 4.33
Foreign exchange gain (net) 98.56 463.56
Liabilities no longer required written back 1.60 17.74
Profit on Sale & Fair value of mutual funds 515.67 339.98
Rent Received (Refer Note: 43) 3.35 2.06
Royalty Received (Refer Note: 43) 7.45 2.09
Miscellaneous income 245.92 94.02
Total 1,091.18 1,010.78

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Notes forming part of the Standalone Financial Statements

31 Cost of Materials Consumed
(a) Raw materials consumed Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year 643.18 718.79
Add: Purchases (net) 12,558.98 10,287.92
13,202.16 11,006.71
Less: Inventories at the end of the year 857.53 643.18
Total 12,344.63 10,363.53

(b) Packing materials consumed Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year 941.40 781.85
Add: Purchases (net) 4,617.82 4,153.91
5,559.22 4,935.76
Less: Inventories at the end of the year 1,009.31 941.40
Total 4,549.91 3,994.36
Total cost of materials consumed 16,894.54 14,357.89

(c) Purchase of stock-in-trade Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Purchases 300.60 754.76
Total 300.60 754.76

32 Changes in inventories of finished goods, stock in trade and work-in-progress Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year
Work-in progress 1,647.82 1,463.98
Finished goods 349.49 527.43
Stock in trade 82.18 39.89
2,079.49 2,031.30
Less: Inventories at the end of the year
Work-in progress 1,357.11 1,647.82
Finished goods 284.17 349.49
Stock in trade 139.29 82.18
1,780.57 2,079.49
Total 298.92 (48.19)

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33 Employee Benefits Expense Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Salaries and wages 2,278.59 1,861.30
Contribution to provident fund and other funds 116.13 101.78
Staff welfare expenses 110.22 83.36
Total 2,504.94 2,046.44

34 Finance Costs Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest expense on
Borrowing from banks 0.03 0.61
Lease 37.64 6.26
Others 42.64 54.31
Total 80.31 61.18

35 Depreciation and Amortisation Expenses Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Tangible assets 628.13 550.28
Intangible assets 10.06 1.86
Total 638.19 552.14

36 Other Expenses Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Freezing and preservation charges 252.37 209.79
Power & fuel 1,087.38 992.21
Electricity 8.71 21.00
Water charges 32.71 32.91
Rent including lease rent 410.34 501.75
Repairs and maintenance to building 92.05 99.01
Repairs and maintenance to machinery 303.13 210.79
Repairs and maintenance to others 118.59 40.04
Insurance 65.63 56.24
Rates and taxes 149.55 52.70
Communication expenses 54.33 47.88
Travelling and conveyance expenses 471.57 346.12
Motor car expenses 50.86 34.17
Printing and stationery expenses 15.67 14.58
Freight and forwarding expenses 2,993.96 4,994.28
Advertisement 798.15 615.08
Sales Promotion/Commission/Claims and marketing expenses 2,302.39 959.73
Legal and professional fees 1,064.91 613.58

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Notes forming part of the Standalone Financial Statements

36 Other Expenses Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Payment to auditor (Refer Note: 36.1) 31.55 28.92
CSR expenses (Refer Note: 47) 123.35 95.31
Registration and filling fees 8.74 3.75
Directors' sitting fees 26.30 29.50
Loss on sale of fixed assets / assets scrapped 6.39 20.06
Provision for doubtful trade & other receivables 92.15 -
Miscellaneous expenses 652.08 525.11
Total 11,212.86 10,544.51

36.1 Payment to Auditor: Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Payment to auditor comprise :
For statutory audit 16.25 14.70
For other services 14.35 13.09
For reimbursement of expenses 0.95 1.13
Total 31.55 28.92

37 Financial Ratios
Ratio Numerator Denominator For the year ended For the year ended % Reason
March 31, 2024 March 31, 2023 Variance
Current ratio Total Current assets Total Current 7.78 9.77 -20% Current ratio reduced
liabilities due to company’s
working capital
requirements.
Return on Equity Profit after tax Average Total Equity 18.17% 15.49% 17%
ratio
Inventory Cost of Goods Sold Average Inventory 4.79 4.19 14%
turnover ratio
Trade Receivables Sales turnover Average trade 4.22 4.64 -9% The ratios has declined
turnover ratio receivables due to uptake in the
business in the last
qauater of FY2024
Trade payables Cost of Goods Sold Average trade payables 9.39 7.81 20% Improved due to
turnover ratio revision in credit period
to the vendors
Net capital Sale of Products Average Working 1.81 1.62 12%
turnover ratio capital
Net profit ratio Profit after tax Sale of Products 20.19% 17.28% 17%
Return on Profit before tax and Average Capital 23.72% 20.52% 16%
Capital employed finance costs Employed
Return on Income generated from Average Invested 6.73% 5.47% 23%
Investment invested funds funds in treasury
investments

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37 Financial Ratios
Ratio Numerator Denominator For the year ended For the year ended % Reason
March 31, 2024 March 31, 2023 Variance
Debt Service Earnings available for Debt Service i.e. 108.71 13,268.08 -99%
Coverage ratio debt service i.e. Net Profit Lease Payment for the
After Tax + Depreciation Year + Repayment of
+ Interest + Loss on sale of Borrowings
Fixed Assets
* Debt Equity ratio not applicable as there is no borrowings as on reporting date

38. Contingent Liabilities and Commitments

a. Contingent Liabilities Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
1. Claims against the company not acknowledged as debts:
a. Income Tax Matters 474.11 409.83
b. Service Tax Matters 463.53 463.53
c. Goods And Service Tax Matters 71.10 -
d. Legal Cases 24.47 13.19
2. Guarantees:
a. Guarantees given on behalf of subsidiaries (net of margin money) 94.09 80.83
Notes:
a. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of above pending resolution of the
respective proceedings as it is determinable only on receipt of judgments / decisions pending with various forums/authorities.
b. The Company does not expect any reimbursements in respect of the above contingent liabilities.

b. Capital commitments Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Capital commitments (net of advances) – for purchase of property, plant and equipment 818.82 2.85

39. Dues to Micro and Small Enterprises

Micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have
been identified by the Company on the basis of the information available with the Company and the auditors have relied on the
same. Sundry creditors include total outstanding dues to micro enterprises and small enterprises amounting to Rs.279.58 lakhs (2022-
23:Rs.157.99 lakhs). The disclosures pursuant to MSMED Act based on the books of account are as under:
Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Dues remaining unpaid 287.13 164.39
Principal 279.58 157.99
Interest 7.55 6.40
Interest paid in terms of Section 16 of MSMED Act Nil Nil
Amount of interest due and payable for the period of delay on payments made Nil Nil
beyond the appointed day during the year but without adding the interest specified
under the MSMED Act

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Notes forming part of the Standalone Financial Statements

Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Amount of interest accrued and remaining unpaid 7.55 6.40
Amount of further interest due and payable even in the succeeding year, until such Nil Nil
date when the interest dues as above are actually paid to the small enterprise, for the
purpose of disallowance as a deductible expenditure under section 23.

40. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015
a. Advances to Subsidiaries
For disclosure of loans, investments and Guarantee- ‘Refer Note 41’.

b. Deposits paid to related parties

Interest free security deposit of Rs. 7.50 lakhs (PY 2022-23: Rs. 8.00 lakhs), paid for guest house taken on lease from a Related party.

41. Disclosures u/s 186(4) of the Companies Act, 2013

Details of investments made are disclosed under Note 5 & 11 and Guarantees are disclosed under note no. 38(a). There are no loans
given by the company except below.
1. The loans to subsidiaries have been made for general corporate purposes. These loans are given at rates comparable to the average
commercial rate of interest and in compliance with the provisions of Companies Act, 2013
2. Loans to subsidiaries are as follows:
Rs. Lakhs
Particulars As at March 31, 2024 As at March 31, 2023
Balance Maximum Balance Maximum
outstanding outstanding
during the year during the year
Telluric Foods (India) Ltd - 150.00 115.00 115.00

3. The details of loans given to related parties which are repayable on demand are as follows
Rs. Lakhs
Type of Borrower As at March 31, 2024 As at March 31, 2023
Balance Percentage to Balance Percentage to
the total loans the total loans
Promoters - - - -
Directors - - - -
KMPs - - - -
Related Parties - - 115.00 100%
Total - - 115.00 100%

4. No loans are due from Directors or other officers of the Company either severally or jointly with any other person or amount due
by firms or private companies in which any director is a partner, a director or a member.

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42. Disclosures in respect of Ind AS 116 - Lease
The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases"
The Company has not applied the requirements of Ind AS 116 for leases of low value assets.
Movement of right-of-use assets and depreciation is given in Note no. 4(a) and Interest on account of Ind AS 116 is given in Note no. 34
The Company has entered into operating leases on its Land, office building and guest house. These leases have terms of between 3 and
99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market
conditions. Future minimum contractual rentals payable under non-cancellable operating leases as at March 31, 2024 are, as follows

Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
i) Not later than one year 149.04 8.51
ii) Later than one year and not later than five years 573.45 57.26
iii) Later than five years 1,317.43 1,329.49
Total cash outflow is Rs. 410.34 Lakhs, which includes short term lease payment recognised in the Statement of Profit and Loss of Rs.
330.41 lakhs and Rs. 79.93 Lakhs related to lease premises on which IND AS 116 is applied.
The Company has discounted lease payments using the applicable incremental borrowing rate as at April 1, 2019, which is 8.85% for
measuring the lease liability.

43. Related party disclosures

List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below
Sr. Related party relationship Name of the Related Parties
No:
1 Direct subsidiaries ADF Foods UK Limited
ADF Foods (India) Limited
Power Brands (Foods) Private Limited (Under members’
voluntary liquidation-refer note no. 48)
Telluric Foods (India) Limited (w.e.f. 08.07.2022)
2 Step down subsidiaries ADF Holdings (USA) Limited
ADF Foods (USA) Limited
Vibrant Foods New Jersey LLC.
Telluric Foods Ltd (w.e.f. 17.05.2022)
3 Key managerial personnel – Non Executive Ms. Deepa Harris
Mr. Jay M. Mehta
Mr. Ravindra Kumar Jain
Mr. Viren A. Merchant
Mr. Chandir Gidwani
Mr. Pheroze Mistry (w.e.f 19.09.2023)
4 Key managerial personnel Mr. Bimal R. Thakkar – Chairman, Managing Director and
Chief Executive Officer
Mr. Devang Gandhi – Chief Operating Officer (Till 31.01.2024)
Mr. Shardul Doshi – Chief Financial Officer
Mr, Arjuun Guha – Director Operations (w.e.f. 31.10.2023)

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Notes forming part of the Standalone Financial Statements

List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below
Sr. Related party relationship Name of the Related Parties
No:
5 Relative of key managerial personnel Mrs. Mahalaxmi R. Thakkar (Relative of Director)
Mrs. Parul Bimal Thakkar (Relative of Director)
Mr. Shivaan B. Thakkar (Relative of Director)
Sr. Manager Business & Strategy
Mr. Sumer B. Thakkar (Relative of Director)
Sr. Manager Business & Strategy
6 Entity in which Director has significant Beneficial Ownership Centrum Capital Limited
H J Thakkar Property Investment LLP

The following transactions were carried out with the related parties in the ordinary course of business:
Particulars Financial Direct Indirect Key Key Relatives Entity Total
Year Subsidiaries Subsidiaries Managerial Managerial of Key in which
Personnel Personnel Managerial Director has
– Non Personnel significant
Executive Beneficial
Ownership
Dividend Income 2023-24 0.09 - - - - - 0.09
2022-23 0.06 - - - - - 0.06
Sale of goods 2023-24 1,273.20 3,221.85 - - - - 4,495.05
2022-23 964.48 3,233.91 - - - - 4,198.39
Salary 2023-24 - - 260.00 - 32.54 - 292.54
2022-23 214.58 - 34.90 - 249.48
Commission 2023-24 - - - - 38.00 - 38.00
2022-23 - - - - 15.00 - 15.00
Independent 2023-24 - - - 26.30 - - 26.30
Director’s Sitting fees 2022-23 - - - 29.50 - - 29.50
Rent Paid 2023-24 - - - - 0.50 - 0.50
2022-23 - - - - 0.50 - 0.50
Rent Received 2023-24 1.43 1.44 - - - 0.48 3.35
2022-23 0.98 1.08 - - - - 2.06
Security 2023-24 - - - - - 0.40 0.40
Deposit received 2022-23 0.25 0.25 - - - - 0.50
Unsecured Loan 2023-24 35.00 - - - - - 35.00
2022-23 115.00 - - - - - 115.00
Interest Income 2023-24 6.90 - - - - - 6.90
2022-23 0.73 - - - - - 0.73
Royalty Income 2023-24 - 7.45 - - - - 7.45
2022-23 - 2.09 - - - - 2.09
Expenses charged 2023-24 - - - - - - -
to/ reimbursed by 2022-23 5.20 1.67 - - - - 6.87
other companies
Expenses charged 2023-24 47.90 145.99 - - - - 193.89
by/ reimbursed to 2022-23 51.47 238.30 - - - 10.00 299.77
other companies

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The following transactions were carried out with the related parties in the ordinary course of business:
Particulars Financial Direct Indirect Key Key Relatives Entity Total
Year Subsidiaries Subsidiaries Managerial Managerial of Key in which
Personnel Personnel Managerial Director has
– Non Personnel significant
Executive Beneficial
Ownership
Investment in Equity 2023-24 50.00 - - - - - 50.00
shares of ADF Foods - - - - - - -
(India) Limited
Investment in Equity 2023-24 - - - - - -
shares of Telluric 2022-23 100.00 - - - - 100.00
Foods (India) Limited
Investment in Equity 2023-24 - - - - - - -
shares of Telluric 2022-23 - 3.00 - - - - 3.00
Foods Limited
Sale of Stake 2023-24 - - - - - - -
of Telluric 2022-23 3.00 - - - - - 3.00
Foods Limited
Investment in 0.01% 2023-24 1,150.00* - - - - - 1,150.00
OCRPS of Telluric 2022-23 - - - - - - -
Foods (India)
Limited.
Subscription in 2023-24 - - - - - - -
Equity Shares 2022-23 - - - 23.53 3,620.00 - 3,643.53
Note: * Out of Rs. 1150.00 Lakhs of total investment, loan amounting to Rs. 150.00 Lakhs is converted into OCRPS.

Balances outstanding at the end of the year:

Particulars Financial Direct Indirect Key Relatives Entity in which Total
Year Subsidiaries Subsidiaries Managerial of Key Director has
Personnel Managerial significant Beneficial
Personnel Ownership
Non-Current investments 2023-24 9,983.08 - - - - 9,983.08
2022-23 8,783.08 - - - - 8,783.08
Non-Current loans 2023-24 - - - 7.50 - 7.50
(Security Deposit) 2022-23 - - - 8.00 - 8.00
Other Payable (Security 2023-24 0.25 0.25 - - 0.40 0.90
Deposit) 2022-23 0.25 0.25 - - - 0.50
Unsecured Loan 2023-24 - - - - - -
2022-23 115.00 - - - - 115.00
Other receivable 2023-24 - - - - - -
2022-23 0.73 2.09 - - - 2.82
Other Payable 2023-24 8.14 - - 38.00 - 46.14
2022-23 38.33 77.84 - 15.00 10.80 141.97
Trade payable 2023-24 17.26 - - - - 17.26
2022-23 17.10 - - - - 17.10
Trade receivable 2023-24 145.38 733.03 - - - 872.58
2022-23 454.26 1,293.72 - - - 1,747.98

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Notes forming part of the Standalone Financial Statements

Material related party transactions as under: Rs. Lakhs
Particulars Name of the related parties For the year ended For the year ended
March 31, 2024 March 31, 2023
Sale of goods ADF Foods (India) Limited 92.36 61.86
ADF Foods UK Limited 1,180.85 902.62
ADF Holding (USA) Limited 982.34 -
Vibrant Foods New Jersey LLC. 2,118.54 3,201.75
Telluric Foods Ltd 120.97 32.15
Investment in 0.01% OCRPS Telluric Foods (India) Limited 1150.00* -
Investment in Equity Shares ADF Foods (India) Limited 50.00 -
Investment in Equity Shares Telluric Foods (India) Limited - 100.00
Unsecured Loan Telluric Foods (India) Limited 35.00 115.00
Expenses charged to/ reimbursed by other companies ADF Foods UK Limited 47.90 51.47
Expenses charged by/ reimbursed to other companies Vibrant Foods New Jersey LLC. 108.43 171.96
Expenses charged by/ reimbursed to other companies ADF Foods (USA) Limited 23.19 66.34
Expenses charged by/ reimbursed to other companies ADF Holding (USA) Limited 14.37 -
Expenses charged by/ reimbursed to other companies Centrum Capital Limited - 10.00

Rs. Lakhs
Particulars Name of the related parties For the year ended For the year ended
March 31, 2024 March 31, 2023
Salary Mr. Shivaan B. Thakkar - 10.77
Mr. Sumer B. Thakkar 32.54 24.13
Mr.Devang Gandhi 101.61 111.62
Mr. Shardul Doshi 118.88 102.96
Mr. Arjuun Guha 47.24 -
Sales Commission Mr. Sumer B. Thakkar 38.00 15.00
Subscription in Equity Shares Refer Note 19 ( e ) Mr. Shivaan B. Thakkar - 1,130.88
Mr. Sumer B. Thakkar - 1,131.61
Mrs. Parul Bimal Thakkar - 1,357.50
Mr. Jay M. Mehta - 23.53
Non-Executive Directors Sitting Fees Ms. Deepa Harris 5.50 6.00
Mr. Jay M. Mehta 3.20 4.20
Mr. Ravindra Kumar Jain 6.00 7.00
Mr. Viren A. Merchant 3.10 4.80
Mr. Chandir Gidwani 7.00 7.50
Mr. Pheroze Mistry 1.50 -
Rent Mrs. Mahalaxmi R. Thakkar 0.50 0.50
Note: * Out of Rs. 1150.00 Lakhs of total investment, loan amounting to Rs. 150.00 Lakhs is converted into OCRPS.

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Balances outstanding at the end of the year: Rs. Lakhs
Particulars Name of the related parties For the year ended For the year ended
March 31, 2024 March 31, 2023
Non-current investments ADF Foods UK Limited 8,628.08 8,628.08
ADF Foods (India) Limited 105.00 55.00
Telluric Foods (India) Limited 1,250.00 100.00
Non-Current loans (Security Deposit) Mrs. Mahalaxmi R. Thakkar 7.50 8.00
Unsecured Loan Given Telluric Foods (India) Limited - 115.00
Other receivable Telluric Foods (India) Limited - 0.73
Telluric Foods Limited - 2.09
Other payable Mr. Sumer B Thakkar 38.00 15.00
ADF Foods UK Ltd 8.14 38.33
ADF Foods USA Limited - 2.80
Vibrant Foods New Jersey LLC. - 75.04
Centrum Capital Limited - 10.80
Other Payable Telluric Foods (India) Limited 0.25 0.25
Telluric Foods Limited 0.25 0.25
H J Thakkar Property Investment LLP 0.40 -
Trade receivable ADF Foods (India) Limited - 46.65
Telluric Foods Limited - 19.44
ADF Holdings (USA) Limited 318.84 -
ADF Foods UK Ltd 145.38 407.61
Vibrant Foods New Jersey LLC. 414.19 1,274.23
Trade payable Power Brands (Foods) Pvt. Ltd. 17.10 17.10
ADF Foods (India) Limited 0.16 -

Compensation to Key Managerial Personnel is as follows: Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Short term employee benefits 8.42 5.78
Post-retirement benefits 9.77 5.44
Share based payment transactions - -

44. Financial and derivative instruments – Hedge Accounting

i) Impact of hedging activities
a. Disclosure of effects of hedge accounting on financial position:
March 31, 2024 Rs. Lakhs
Types of hedge and risks Nominal value Carrying amount of Maturity Hedge Changes in fair Change in the value of hedged
hedging instrument date ratio* value of hedging item used as the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge effectiveness
Cash flow hedge foreign 8,956.03 - - 5.44 April 2024 to 1: 1 111.34 (111.34)
exchange risk foreign March 2025
exchange forward contracts

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Notes forming part of the Standalone Financial Statements

March 31, 2023 Rs. Lakhs
Types of hedge and risks Nominal value Carrying amount of Maturity Hedge Changes in fair Change in the value of hedged
hedging instrument date ratio* value of hedging item used as the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge effectiveness
Cash flow hedge foreign 13,669.35 - - 116.78 April 2023 to 1: 1 (260.16) 260.16
exchange risk foreign March 2024
exchange forward contracts
* The foreign exchange forward contracts are denominated in the same currency as the highly probable future sales therefore the hedge ratio is 1:1

b. Disclosure of effects of hedge accounting on financial performance

March 31, 2024
Type of Hedge Change in the value of Hedge Amount reclassified Line item affected in
hedging instrument ineffectiveness from cash flow statement of profit
recognised in other recognised in hedge reserve to and loss because of
comprehensive income profit or (loss) profit or loss the reclassification
Cash flow hedge foreign exchange risk 111.34 - - -

March 31, 2023

Type of Hedge Change in the value of Hedge Amount reclassified Line item affected in
hedging instrument ineffectiveness from cash flow statement of profit
recognised in other recognised in hedge reserve to and loss because of
comprehensive income profit or (loss) profit or loss the reclassification
Cash flow hedge foreign exchange risk (260.16) - - -

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the
inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship
exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the
hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If
changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms
of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging
instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign
currency forecast sale may arise if:
- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction,
interest resets changes from what was originally estimated), or
- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.
Refer Note -19 for the details related to movement in cash flow hedge reserve.

45. Employee Benefits

a. Defined contribution plans
Amount of Rs. 106.71 lakhs (PY 2022-23: Rs. 93.41 lakhs) representing contribution to provident fund is recognised as an expense
and is included in “Employee benefits expenses” in the Statement of Profit and Loss.
Amount of Rs. 9.29 lakhs (PY 2022-23: Rs. 8.27 lakhs) representing contribution to Employee State Insurance scheme is recognised
as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

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b. Defined benefit plan
Compensated absence
Provision for compensated absences is made for outstanding leave balance at the year end at salary cost which can be utilized in
future and are en-cashable. Amount of Rs. 144.54 lakhs (PY 2022-23: Rs. 115.10 lakhs) has been recognised in balance sheet of
which Rs. 128.88 lakhs (PY 2022-23: Rs. 102.87.lakhs) shown under long term provision and balance Rs.15.66 lakhs (PY 2022-23:
Rs. 12.23 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2024.
Expenses of Rs.53.93 lakhs (PY 2022-23: Rs. 40.63 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at salary cost which can be utilized
in future and are non en-cashable. Amount of Rs. 24.35 lakhs (PY 2022-23: Rs. 19.50 lakhs) has been recognised in balance sheet of
which Rs.20.99 lakhs (PY 2022-23: Rs. 16.87 lakhs) shown under long term provision and balance Rs. 3.36 lakhs (PY 2022-23: Rs.
2.63 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2024.
Expenses of Rs. 4.85 lakhs (PY 2022-23: Rs. 3.71 lakhs) are recognised in the Statement of Profit and Loss.

Gratuity
Funded
The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers
all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable
contribution of funds to LIC of India.
The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit
method, with actuarial valuations being carried out at each Balance Sheet date.
The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit
method, with actuarial valuations being carried out at each Balance Sheet date.
Rs. Lakhs
Particulars Gratuity (funded)
2023-24 2022-23
I Present value of obligation
Liability at the beginning of the year 295.79 248.69
Interest cost 22.24 17.98
Current service cost 31.64 28.06
(Liability Transferred Out/ Divestments) - -
Benefit paid (10.82) (16.81)
Benefit payable by the Company - -
Actuarial (gain) / loss on obligations - Due to change in Demographic - -
assumptions
Actuarial (gain) / loss on obligations - Due to change in financial 7.62 (6.59)
assumptions
Actuarial (gain) / loss on obligations – Due to experience adjustment 24.30 24.45
Liability at the end of the year 370.77 295.79
II Change in Plan Assets
Fair value of plan assets at the beginning of the year 242.90 207.88
Interest Income 18.27 15.03
Actual return on plan assets - -
Employer’s Contributions - 39.57
Benefit paid (10.82) (16.81)
Re-measurement – return on assets (6.73) (2.78)
Fair value of plan assets at the end of the year 243.62 242.90
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Notes forming part of the Standalone Financial Statements

Rs. Lakhs
Particulars Gratuity (funded)
2023-24 2022-23
III Amount recognised in the balance sheet
Liability at the end of the year 370.77 295.79
Fair value of plan assets at the end of the year 243.62 242.90
Net (Liability)/Asset Recognized in the Balance Sheet 127.15 52.89
IV Expenses recognised in the Statement of Profit and Loss
Current service cost 31.64 28.06
Interest cost 3.98 2.95
Actual return on plan assets - -
Net actuarial (gain) / loss to be recognized - -
Expense recognised in Statement of Profit and Loss 35.62 31.01
V Amount recognized in Other Comprehensive Income
Actuarial (Gains)/Losses on Obligation For the Period 31.92 17.86
Return on Plan Assets, Excluding Interest Income 6.73 2.78
Net (Income)/Expense For the Period Recognized in OCI 38.65 20.64
VI Actuarial assumptions :
Discount rate 7.23% 7.52%
Rate of return on plan assets 7.23% 7.52%
Salary escalation 6.00% 6.00%
Mortality Indian Assured lives Mortality(2012-14)
Ultimate

Maturity Analysis of the Benefit Payments: From the Fund Rs. Lakhs
Projected Benefits Payable in Future Years From the Date of Reporting 2023-24 2022-23
1st Following Year 26.51 18.23
2nd Following Year 16.29 17.78
3rd Following Year 35.59 18.64
4th Following Year 29.27 29.63
5th Following Year 28.54 23.64
Sum of Years 6 to 10 222.78 173.85
Sum of Years 11 and above 345.88 314.76

Sensitivity Analysis Rs. Lakhs

Particulars 2023-24 2022-23
Projected Benefit Obligation on Current Assumptions 370.78 295.79
Delta effect on + 1% Change in Rate of Discounting (25.18) (20.98)
Delta effect on - 1% Change in Rate of Discounting 28.51 23.82
Delta effect on + 1% Change in Rate of Salary Increase 28.57 23.94
Delta effect on - 1% Change in Rate of Salary Increase (25.68) (21.46)
Delta effect on + 1% Change in Rate of Employee Turnover 1.16 1.48
Delta effect on - 1% Change in Rate of Employee Turnover (1.39) (1.73)

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46. Computation of earnings per share Rs. Lakhs
Particulars 2023-24 2022-23
Profit after tax 7,963.95 6,000.66
Weighted average number of equity shares for basic EPS 10,98,63,595 10,94,77,540
Weighted average number of equity shares for diluted EPS 10,98,63,595 10,94,77,540
Earnings per share
Basic 7.25 5.48
Diluted 7.25 5.48
Nominal value of shares 2 2
Note: Face value has been reduced from Rs. 10 each to Rs. 2 each w.e.f 11.09.2023

47. As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average
net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR
activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation,
environment sustainability, disaster relief, COVID-19 relief and rural development projects. A CSR committee has been formed by
the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are
specified in Schedule VII of the Companies Act, 2013

Compensation to Key Managerial Personnel is as follows: Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
(i) Amount required to be spent by the company during the year 122.08 95.13
(ii) Amount of expenditure incurred 123.35 95.31
(iii) Shortfall at the end of the year - -
(iv) Total of previous years shortfall - -
(v) Reason for shortfall NA NA
(vi) Nature of CSR activities Promoting Education for Disable, Eradication
of hunger & poverty, Women Empowerment,
Animal Welfare, Heathcare, Environment
protection and COVID 19 relief
(vii) Details of related party transactions, e.g.,contribution to a trust controlled by the NA NA
company in relation to CSR expenditure as per relevant Accounting Standard(1)
(viii) Where a provision is made with respect to a liability incurred by entering into a NA NA
contractual obligation, the movements in the provision during the year

48. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL’). It presently holds 2,08,85,992 fully paid
Equity Shares of Rs. 10/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lakhs in Financial Year 2012-13). PBFPL is
presently under voluntary liquidation process.
Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’ voluntary liquidation. In
the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated
March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion
to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other
liabilities.
By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lakhs by
an independent valuer) in lieu of its investment in PBFPL’s equity shares of Rs. 2,211.08 lakhs. Accordingly, the Company capitalised the
said brand in its books at Rs. 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08
lakhs and carried the balance of Rs. 724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

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Notes forming part of the Standalone Financial Statements

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution
dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree, Mumbai and part of cash and bank balance
to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with
its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was
accounted for in the Company’s Statement of Profit & Loss under the head exceptional item.
Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the
Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at
nil value.

49. Financial instruments – Fair values and risk management

Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value
Rs. Lakhs
March 31, 2024 Carrying amount Fair value Total
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3
through profit other comprehensive Cost
and loss income
Financial Assets
Non -Current
Loans - - 13.33 13.33 - - - -
Other financial assets 39.12 - 178.53 217.65 - 39.12 - 39.12
Current
Investments 7,146.38 - - 7,146.38 7,146.38 - - 7,146.38
Trade Receivables - - 9,840.93 9,840.93 - - - -
Cash and - - 3,361.57 3,361.57 - - - -
cash equivalents
Bank balance other - - 808.53 808.53 - - - -
than Cash and
cash equivalents
Loans - - 10.08 10.08 - - - -
Other financial assets - - 2,808.52 2,808.52 - - -
Total 7,185.50 - 17,021.49 24,206.99 7,146.38 39.12 - 7,185.50
Financial Liabilities
Non-Current
Lease Liabilities - - 627.60 627.60 - - - -
Current
Lease Liabilities - - 98.46 98.46 - - - -
Trade payables - - 2,083.32 2,083.32 - - - -
Other financial liabilities - 5.44 1,049.48 1,054.92 - 5.44 - 5.44
Total - 5.44 3,860.07 3,865.51 - 5.44 - 5.44

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Rs. Lakhs
March 31, 2023 Carrying amount Fair value
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3 Total
through profit other comprehensive Cost
and loss income
Financial Assets
Non -Current
Loans - - 8.82 8.82 - - - -
Other financial assets 52.13 - 104.01 156.14 - 52.13 - 52.13
Current
Investments 7,998.73 - - 7,998.73 7,998.73 - - 7,998.73
Trade Receivables - - 8,865.89 8,865.89 - - - -
Cash and cash equivalents - - 1,846.64 1,846.64 - - - -
Bank balance other - - 2,361.34 2,361.34 - - - -
than Cash and
cash equivalents
Loans 129.43 - - 129.43 - - - -
Other financial assets - - 1,540.23 1,540.23 - - -
Total 8,180.29 14,726.93 22,907.22 7,998.73 52.13 - 8,050.86
Financial Liabilities
Non-Current
Lease Liabilities - - 167.64 167.64 - - - -
Current
Lease Liabilities* - - 0.00 0.00 - - - -
Trade payables - - 1,642.35 1,642.35 - - - -
Other financial liabilities - 116.78 782.16 898.94 - 116.78 - 116.78
Total - 116.78 2,592.15 2,708.93 - 116.78 - 116.78
* Figures indicates less than Rs. 1000/-

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs
used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
» Level 1: Quoted prices for identical instruments in an active market;
» Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
» Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the
fair values are consistent with prior years.

Financial assets and liabilities measured at fair value as at Balance Sheet date:
1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual
fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units
of mutual fund and the price at which issuers will redeem such units from the investors.

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Notes forming part of the Standalone Financial Statements

2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable
inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.
3. Loans – Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the
anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

50. Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus
is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The
primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency
forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure to credit risk, excluding receivables
from related parties, is influenced mainly by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.
Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on
a financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.
Company’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised
in the statement of financial position.
The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase
in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit
risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date
of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following
indicators are incorporated:
- Historical trend default in case of applicable financial asset
- Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a
significant change to the counter party’s ability to meet its obligations
- Other applicable macroeconomic information such as regulatory changes
A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the
date when they fall due. This definition of default is determined by considering the business environment in which entity operates
and other macro-economic factors.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 9,840.93 lakhs
(PY March 31, 2023 – Rs. 8,865.89 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit
risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers
to which the Company grants credit terms in the normal course of business. The Company expects that estimate of expected credit
loss for impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at
reporting date other than disclosed in Note 12 and Management continuously assesses the requirement for provision on ongoing
basis. During the year, the Company has made no write-offs of trade receivables.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as
possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company’s reputation.
The Management regularly monitors rolling forecasts of the Company’s liquidity position on the basis of expected cash flows to
ensure it has sufficient cash to meet ongoing operational fund requirements.

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Statutory Reports
Financial Statements

Notes forming part of the Standalone Financial Statements

Rs. Lakhs
March 31, 2024 Carrying Contractual cash flows
Amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Financial Liabilities
Non-Current
Other financial liabilities 627.60 627.60 0.000 122.22 421.79 83.59
Current
Trade payables
a) Total outstanding dues of Micro 279.58 279.58 279.58 - - -
Enterprises and Small Enterprises
b) Total outstanding dues of creditors 1,803.74 1,803.74 1,803.74 - - -
other than Micro Enterprises and
Small Enterprises
Other Financial Liabilities 1,054.49 1,054.49 1,054.49 - - -
Total 3,765.41 3,765.41 3,137.81

Rs. Lakhs
March 31, 2023 Carrying Contractual cash flows
Amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Financial Liabilities
Non-Current
Other financial liabilities 167.64 167.64 0.000* 0.000* 0.000* 167.64
Current
Trade payables
a) Total outstanding dues of Micro 157.99 157.99 157.99 - - -
Enterprises and Small Enterprises
b) Total outstanding dues of creditors 1,484.36 1,484.36 1,484.36 - - -
other than Micro Enterprises and
Small Enterprises
Other Financial Liabilities 898.94 898.94 898.94 - - -
Total 2,708.93 2,708.93 2,541.29
* Figures indicates less than Rs. 1,000/-

(iii) Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily
with respect to the USD and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the Company’s functional currency. The risk is measured through a forecast of
highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly
probable forecast transactions.
The company’s risk management policy is to consider 100% of forecasted net exposures for period of 1 to 3 months of export sales
and 70% of forecasted net exposures for 4 to 12 months of export sales for hedge purpose under hedge program.
In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its
risks associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered
into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge
exposure and assesses the effectiveness of the hedged item and hedging relationship based on economic relationship.

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Notes forming part of the Standalone Financial Statements

The carrying amount of the Company’s exposure to foreign currency at the end of the reporting period expressed in INR, are as
follows:
a) Trade and other receivables Rs. Lakhs
Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 101.26 8,445.96 93.53 7,685.02
GBP 13.58 1,426.24 11.52 1,170.74

b) Trade payable Rs. Lakhs

Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 0.52 43.69 1.54 126.16
GBP 0.53 55.17 0.49 50.22
CAD 0.11 6.57 0.17 10.32

c) EEFC balance Rs. Lakhs

Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 11.91 993.31 14.42 1,185.11
GBP 1.17 123.16 0.51 52.19

The following significant exchange rates have been applied during the year
Particulars Year- end spot rate as at
March 31, 2024 March 31, 2023
USD / INR 83.4000 82.1650
GBP / INR 105.0300 101.6100
CAD/ INR 61.2700 60.6600
EURO/INR 89.8700 89.4300

Sensitivity for above exposures

A fluctuation in the exchange rates of 5% with other conditions remaining unchanged would have the following effect on Company’s
profit or loss after taxes as at March 31, 2023 and March 31, 2024
Rs. Lakhs
Particulars Impact on profit after tax
For the year ended For the year ended
March 31, 2024 March 31, 2023
USD / INR increase by 5% 311.35 282.82
USD / INR decrease by 5% (311.35) (282.82)
GBP / INR increase by 5% 51.30 41.92
GBP / INR decrease by 5% (51.30) (41.92)
CAD / INR increase by 5% (0.25) (0.39)
CAD / INR decrease by 5% 0.25 0.39
EURO / INR increase by 5% - -
EURO / INR decrease by 5% - -

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Statutory Reports
Financial Statements

Notes forming part of the Standalone Financial Statements

51. As per the requirements of Ind AS 108 on “Operating Segments”, segment information has been provided under the Notes to
Consolidated Financial Statements.

52. The Company has availed the facility of packing credit and as on March 31, 2024, there is no overdrawn amount.
The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.
The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

53. The Board has recommended final dividend @ 60% i.e Rs. 1.20/- per equity share of face value Rs. 2/- each for the financial year ended
March 31, 2024. The record date for the final Dividend is fixed as July 26, 2024 to ascertain the number of Shareholders of the Company
entitled for the payment of Dividend.

54. Information's required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed
in the financial statements to the extent applicable.

55. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020
on November 13, 2020. However, the date on which the code will come into effect has not been notified. The Company will assess the
impact and will record any related impact in the period once the code becomes effective.

56. The Company has advanced or loaned or invested (either from borrowed funds or share premium or any other source of funds) to other
person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise)
that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or like on or behalf of the Ultimate Beneficiaries.
The Company has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the company shall either directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Details of investments made by the Company in an intermediary during the year 2023-24: Rs. Lakhs
Investee Company Relationship with Nature of Date Amount
the Company Investment Invested
Telluric Foods (India) Ltd Subsidiary Loan* 20th May, 2023 20.00
11th May, 2023 5.00
06th June, 2023 10.00
Total 35.00
Telluric Foods (India) Ltd Subsidiary Preference shares 30th June, 2023 150.00
25th Sept, 2023 150.00
29th Dec, 2023 350.00
21st Mar, 2024 500.00
Total 1,150.00

Details of investments made by the Company in an intermediary during the year 2022-23: Rs. Lakhs
Investee Company Relationship with Nature of Date Amount
the Company Investment Invested
Telluric Foods (India) Ltd Subsidiary Loan* 27th Feb, 2023 75.00
29th Mar, 2023 40.00
Total 115.00
Telluric Foods (India) Ltd Subsidiary Equity shares 29th Aug, 2022 100.00
Total 100.00
* Total Loan received of Rs. 150.00 lakhs during FY2022-23 and FY2023-24 converted into 0.001% Optionally Convertible Redeemable preference shares of Rs. 10/- each fully
paid during FY 2023-24.

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Notes forming part of the Standalone Financial Statements

Details of investments made by, intermediary, in the equity share capital of Telluric Foods Limited (Ultimate Beneficiaries) and during
the year:
Rs. Lakhs
Investee Company Relationship with Nature of Date Amount
the Company Investment Invested
Telluric Foods Limited Subsidiary Preference shares 30th Dec, 2023 500.00
26th Mar, 2024 650.00
Total 1,150.00
The above investments are in compliance with the relevant provisions of the Companies Act, 2013 and the transactions are not violative
of the Prevention of Money Laundering Act, 2002 (15 of 2003).

For and on behalf of the Board of Directors

Bimal R. Thakkar Shardul A. Doshi Shalaka Ovalekar
Chairman, Managing Director & C.E.O. Chief Financial Officer Company Secretary
DIN: 00087404 Place: Mumbai Membership No: A15274
Place: Mumbai Place : Mumbai
Date : May 09, 2024

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Statutory Reports
Financial Statements

Consolidated
Financial
Statements

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Independent Auditor’s Report

To
The Members of
ADF Foods Limited

Report on the Audit Of The Consolidated Ind-As Financial Statements

Opinion
We have audited the accompanying Consolidated Ind-AS Financial Statements of ADF FOODS LIMITED (hereinafter referred to as the
‘Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to as “the Group”), which comprise the
Consolidated Balance Sheet as at March 31,2024, and the Consolidated Statement of Profit and Loss and the Consolidated Cash Flows
Statement for the year then ended, and the Notes to the Consolidated Ind-AS Financial Statements, including a summary of material
accounting policies (hereinafter referred to as “the consolidated Ind-AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports
of the other auditor on the separate financial statements of the subsidiaries referred to in the Other Matters section below, the aforesaid
consolidated Ind-AS financial statements give the information required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Holding Company
as at March 31, 2024, of the consolidated net profit, and including other comprehensive income), consolidated changes in equity and its
consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit of the consolidated Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities
for the Audit of the consolidated Ind-AS financial statements section of our report. We are independent of the Group in accordance with the
Code of Ethics issued by ICAI, and we have fulfilled our other ethical responsibilities in accordance with the provisions of the Companies
Act, 2013. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated Ind-AS
financial statements of the current period. These matters were addressed in the context of our audit of the consolidated Ind-AS financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Description Our Response

1. Impairment of Indefinite-lived intangible assets
Indefinite-lived intangible assets (Brands) as at March 31, 2024 We have assessed the valuation methodology and challenged
amount to Rs. 2,132.84 lakhs. management’s analysis and assumptions around the key drivers of
cash flow forecasts including discount rate, terminal growth rate,
The impairment assessment must be performed at least annually
royalty rate etc. by comparing them to relevant market data and with
and involves the determination of the recoverable amount, being the
assistant from independent external experts.
higher of the value-in-use and the fair value less costs to dispose.
We assessed the appropriateness and completeness of the related
We consider this to be a key audit matter because the recoverability
disclosures in the consolidated Ind-AS financial statements.
assessment of such assets involves complex and subjective estimates
and judgements.
These estimates and judgements are entrenched with inherent
uncertainty as they include assumptions in relation to forecasting
revenue growth rates, direct costs, foreign exchange rates, discount
rates and future cash flows.

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Key Audit Matter Description Our Response

2. Derivative Instruments and Hedge Accounting
The Holding Company enters into a high volume of derivative Ensure that the entity’s Hedging policy is documented, validated by
financial instrument contracts to manage its exposure to foreign adequate level of management and those charged with governance,
currency risk. and communicated to all stakeholders within the entity.
These contracts gave rise to Derivative Liabilities of Rs.5.44 lakh as Assess the process and controls to validate hedging requests to
at March 31, 2024. These contracts are recorded at fair value and for ensure that all hedging requests were duly validated by adequate
the majority of them hedge accounting is applied, such that gains level of management, and are in line with the entity’s documented
and losses arising from fair value changes are deferred in equity and hedging policy.
recognised in the Statement of Profit or Loss when hedges mature.
Verify that all derivatives documented in hedging relationships are
The high volume of contracts necessitates a sophisticated system to
allocated to a specific hedged risk from their inception.
record and track each contract and calculate the related valuations at
each financial reporting date. The valuation of hedging instruments Testing management’s controls over derivative financial instruments
and consideration of hedge effectiveness can involve a significant and hedge accounting.
degree of both complexity and management judgement and are
Inspecting, on a sample basis, appropriateness of hedging
subject to an inherent risk of error.
documentation and contracts.
Obtaining confirmation in respect of derivative financial instruments
from counterparties.
Re-performing the year end valuations of derivative financial
instruments and calculations of hedge effectiveness; and We assessed
the appropriateness and completeness of the related disclosures in
consolidated Ind-AS the financial statements.

Information Other than the Consolidated Ind-AS financial Statements and Auditor’s Report Thereon
The Holding Company’s Board of Directors is responsible for the other information. The other information comprises the information
included in the Director’s Report, Management Discussion and Analysis Report, Corporate Governance Report and Business Responsibility
and Sustainability Report but does not include the consolidated Ind AS financial statements, standalone Ind AS financial statements and our
auditor’s report thereon.
Our opinion on the consolidated Ind AS financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the consolidated Ind AS financial statements, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the consolidated Ind AS financial statements, or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Ind-AS
Financial Statements
The Holding Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with the respect to preparation
and presentation of these consolidated Ind-AS financial statements in term of the requirements of the Companies Act, 2013 that give a
true and fair view of the consolidated financial position, consolidated financial performance (including other comprehensive income),
consolidated statements of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally
accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. The respective Board of Directors of
the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; 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 Consolidated Ind-AS Financial Statements that give a true and fair

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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 Ind-AS Financial Statements by the Directors of the Holding Company, as aforesaid.
In preparing the Consolidated Ind-AS Financial Statements, the respective Board of Directors of the companies included in the Group are
responsible for assessing the ability of the Group to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless Management either intends to liquidate the Group or to cease operations, or has no
realistic alternative but to do so.
The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of
the Group.

Auditor’s Responsibilities for the Audit of the Consolidated Ind-AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Consolidated Ind-AS Financial Statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated Ind-AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
ƒ Identify and assess the risks of material misstatement of the consolidated Ind-AS financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
ƒ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Companies Act, 2013 we are also responsible for expressing our opinion on whether the
Holding Company and its subsidiary companies which are incorporated in India, has adequate internal financial controls with reference
to consolidated Ind AS financial statements in place and the operating effectiveness of such controls.
ƒ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by Management.
ƒ Conclude on the appropriateness of Management’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the
Group and its associates and jointly controlled entities to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.
However, future events or conditions may cause the Group and its associates and jointly controlled entities to cease to continue as a
going concern.
ƒ Evaluate the overall presentation, structure and content of the consolidated Ind-AS financial statements, including the disclosures, and
whether the consolidated Ind-AS financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
ƒ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the
Group and its associates and jointly controlled entities to express an opinion on the consolidated Ind-AS financial statements. We are
responsible for the direction, supervision and performance of the audit of the Ind-AS financial statements of such entities included in the
consolidated Ind-AS financial statements of which we are the independent auditors. For the other entities included in the Consolidated
Ind-AS Financial Statements, which have been audited by other auditors, such other auditors remain responsible for the direction,
supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the
economic decisions of the users of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the consolidated Ind-AS financial statements.

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We communicate with those charged with governance of the Holding Company and such other entities included in the Consolidated Ind-AS
Financial Statements of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit
of the consolidated Ind-AS financial statements of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.

Other Matters
1) We did not audit the financial statements of 3 subsidiaries incorporated outside India, whose financial statements reflect total assets
(before consolidated adjustments) of Rs. 13,991.46 Lakh as at March 31,2024, total revenues (before consolidated adjustments) of Rs.
12,608.78 Lakh, Group’s share of total net loss after tax and total comprehensive income (before consolidation adjustments) of Rs.
386.76 Lakh and net cash inflows (before consolidated adjustments) amounting to Rs. 508.50 Lakh for the year ended on that date, as
considered in the consolidated Ind-AS financial statements. These financial statements have been audited by other auditor whose audit
report have been furnished to us by the Management and our opinion on the consolidated Ind-AS financial statements, in so far as it
relates to the amounts and disclosures included in respect of these subsidiaries, and our report in terms of sub-sections (3) and (11) of
Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the audit reports of the other auditor.
These subsidiaries are located outside India whose interim financial statements has been prepared in accordance with accounting
principles generally accepted in their respective country and which has been audited by other auditor under generally accepted auditing
standards applicable in their respective country. The Holding Company's management has converted the interim financial statement of
these subsidiaries located outside India from accounting principles generally accepted in its respective country to accounting principles
generally accepted in India (Indian Accounting Standards "Ind AS"). We have audited these conversion adjustments made by the
Company's management.
Our opinion on the consolidated Ind-AS financial statements, and our report on Other Legal and Regulatory Requirements below, is
not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditor and the
financial statements certified by the Management.
2) The Group has not consolidated the financial statement of one subsidiary company i.e., “Power Brands (Foods) Private Limited”
incorporated in India, which is under liquidation. In the opinion of the management, the above financial statement is not material to
the group.
Our opinion on these consolidated Ind-AS financial statements is not modified in respect of the above matters.

Report on Other Legal and Regulatory Requirements

1. As required by section 143(3) of the Act based on our audit an on the consideration of the other auditors on separate financial statements
and the other financial information of subsidiaries as noted in the ‘Other Matters’ paragraph, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purposes of our audit of the aforesaid Consolidated Ind-AS Financial Statements.
b) In our opinion, proper books of account as required by law relating to the preparation of the aforesaid Consolidated Ind-AS
Financial Statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.
c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in
Equity and the Consolidated Cash Flow Statement dealt with by this Report are in agreement with the relevant books of account
maintained for the purpose of preparation of the Consolidated Ind-AS Financial Statements.
d) In our opinion, the aforesaid Consolidated Ind-AS Financial Statements comply with the Accounting Standards specified under
Section 133 of the Act.

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e) On the basis of the written representations received from the Directors of the Holding Company as on March 31, 2024, and taken
on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary companies,
incorporated in India, none of the Directors of the Group companies, incorporated in India are disqualified as on March 31, 2024,
from being appointed as a Director in terms of section 164 (2) of the Act.
f) With respect to the adequacy of internal financial controls with reference to financial statements of the Group and the operating
effectiveness of such controls, refer to our separate Report in Annexure “A”.
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16)
of the Act, as amended: In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Holding Company to its directors during the year is in accordance with the provisions of section 197 of
the Act.
h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Consolidated Ind-AS Financial Statements disclose the impact of pending litigations on the Consolidated financial
position of the Group, Refer Note 36 to the Consolidated Ind-AS Financial Statements.
ii. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund
by the Holding Company and its subsidiary company incorporated in India during the year ended March 31, 2024.
i) (a) The respective Managements of the Company and its subsidiaries which are companies incorporated in India, whose financial
statements have been audited under the Act, have represented to us that, to the best of their knowledge and belief, no funds
(which are material either individually or in aggregate) have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the company to or in any other persons or entities, including
foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
(b) The respective Managements of the Company and its subsidiaries which are companies incorporated in India, whose financial
statements have been audited under the Act, have represented to us that, to the best of it’s knowledge and belief, no funds
(which are material either individually or in aggregate) have been received by the company from any persons or entities,
including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures that the auditor has considered reasonable and appropriate in the circumstances, nothing has
come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material
mis-statement.
j) The dividend declared and paid by the Holding Company during the year and The Board of Directors of the Holding Company
have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.
The amount of dividend paid and proposed is in accordance with section 123 of the Act.
k) Based on our examination which included test checks, the Holding Company used an accounting software for maintaining its
books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of
audit trail feature being tampered with.
For three Indian subsidiaries companies, according to information and explanations given to us and based on our examination
of the records of the subsidiary company maintain its books of account in manual records, hence audit trail in accordance with
statutory audit requirements, as mandated under Rule 11(g) of the Companies (Audit and Auditors) Rule, 2014 is not applicable
for current financial year.

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Statutory Reports
Financial Statements

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention
is not applicable for the financial year ended March 31, 2024.
2) According to the information and explanations given to us, following companies are incorporated in India and included in the
consolidated financial statements, have certain remarks included in their reports under Companies (Auditor’s Report) Order, 2020
(“CARO”), which have been reproduced as per the requirements of the Guidance Note on CARO.

Name of Entity CIN Holding Company/ Subsidiary/ Clause number of the

Associate/ Joint Venture CARO Report
ADF Foods (India) Limited U15132GJ2009PLC058782 Subsidiary Company Clause xvii
Telluric Foods (India) Limited U52609MH2022PLC386349 Subsidiary Company Clause xvii
Telluric Foods Limited U52399MH2022PLC382741 StepDown Subsidiary Company Clause xvii

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Registration No. 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERTX1059

Place: Mumbai
Dated: May 9, 2024

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Annual Report 2023-24

Annexure “A” to the Independent Auditor’s Report

Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our independent auditor’s
report to the Members of ADF FOODS LIMITED on the Consolidated Ind AS Financial Statements for the year ended March 31, 2024
of even date.
Independent Auditor’s Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of sub-section 3 of Section
143 of the Companies Act, 2013 (the “Act”)

In conjunction with our audit of the consolidated Ind-AS financial statements of the Company as of and for the year ended March 31, 2024,
we have audited the internal financial controls over financial reporting of ADF FOODS LIMITED (hereinafter referred to as the “Holding
Company”) and its subsidiary companies, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Boards of Directors of the Company and its subsidiary companies, which are companies incorporated in India, are responsible
for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the
respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “ICAI”). These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly
and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Act.

Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary
companies, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note
on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of
India (“ICAI”) and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an
audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established
and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over
financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining
an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal
financial controls system over financial reporting of the Company and its subsidiary companies, which are companies incorporated in India.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection
of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Statutory Reports
Financial Statements

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper
management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any
evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Holding Company and its subsidiary
companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, based on the
criteria for internal financial control over financial reporting established by the respective companies considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS
Firm Registration No. 104607W / W100166

Sai Venkata Ramana Damarla

Partner
Membership. No. 107017
UDIN: 24107017BKERTX1059

Place: Mumbai
Dated: May 9, 2024

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 ADF Foods Limited
Annual Report 2023-24

Consolidated Balance Sheet as at March 31, 2024

Rs. Lakhs
Particulars Note No. As at As at
March 31, 2024 March 31, 2023
Assets
Non-current assets
Property, plant and equipment 4(a) 13,868.58 12,905.55
Capital work-in-progress 4(b) 510.80 671.99
Goodwill 2,183.97 2,441.46
4(c)
Intangible assets 2,180.15 2,143.84
Financial assets
Loans 5 13.33 8.82
Other financial assets 6 345.09 278.15
Deferred tax assets (net) 21 648.43 457.99
Income tax assets (net) 7 684.56 640.54
Other non-current assets 8 120.72 9.26
Total non-current assets 20,555.63 19,557.60
Current assets
Inventories 9 5,301.66 6,311.90
Financial assets
Investments 10 7,672.59 7,998.73
Trade receivables 11 10,845.74 9,425.56
Cash and cash equivalents 12 5,968.97 3,987.51
Bank balance other than Cash and cash equivalents 13 808.53 2,361.34
Loans 14 10.08 14.43
Other financial assets 15 2,835.30 1,572.50
Other current assets 16 1,606.65 1,260.01
Total current assets 35,049.52 32,931.98
Total assets 55,605.15 52,489.58
Equity and liabilities
Equity
Equity share capital 17 2,235.10 2,235.10
Other equity 18 41,879.11 39,689.49
Non-Controlling Interest 87.51 237.33
Total equity 44,201.72 42,161.92
Liabilities
Non-current liabilities
Financial liabilities
Lease Liabilities 19 4,870.38 4,955.05
Provisions 20 151.06 119.76
Deferred tax liabilities (net) 21 1,125.40 955.42
Total non-current liabilities 6,146.84 6,030.23
Current liabilities
Financial liabilities
Lease Liabilities 22 715.64 569.56
Trade payables
a) Total outstanding dues of Micro Enterprises and Small Enterprises 23 279.58 157.99
b) Total outstanding dues of creditors other than Micro Enterprises and Small Enterprises 23 2,113.29 2,083.07
Other financial liabilities 24 1,630.57 1,163.14
Other current liabilities 25 274.47 189.68
Provisions 26 19.11 14.86
Income tax liabilities (net) 27 223.93 119.13
Total current liabilities 5,256.59 4,297.43
Total liabilities 11,403.43 10,327.66
Total equity and liabilities 55,605.15 52,489.58
Material accounting policies 2

The accompanying notes 1 to 53 form an integral part of the consolidated financial statements.
As per our report of even date
For KALYANIWALLA & MISTRY LLP Signatures to the Consolidated Balance Sheet and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166
Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Statutory Reports
Financial Statements

Consolidated Statement of Profit and Loss for the year ended March 31, 2024

Rs. Lakhs
Particulars Note No. For the year ended For the year ended
March 31, 2024 March 31, 2023
Income
Revenue from operations 28 52,033.01 45,028.48
Other income 29 1,106.39 1,121.05
Total income 53,139.40 46,149.53
Expenses
Cost of materials consumed 30(a)(b) 16,894.54 14,357.89
Purchase of stock-in-trade 30(c) 6,141.91 5,687.54
Changes in inventories of finished goods, stock-in-trade and work-in-progress 31 1,372.62 1,397.04
Employee benefits expense 32 3,354.35 2,969.10
Finance cost 33 233.63 265.29
Depreciation and amortisation expenses 34 1,559.40 1,373.58
Other expenses 35 13,775.82 12,552.85
Total expenses 43,332.27 38,603.29
Profit before Tax 9,807.13 7,546.24
Tax expense
Current tax 2,597.50 2,123.24
Deferred tax (38.73) 35.38
(Excess) provision of earlier year (130.42) (197.87)
Total tax expense 2,428.35 1,960.75
Profit for the year 7,378.78 5,585.49
Other comprehensive income
A. Items that will not be reclassified subsequently to profit or loss
Re-measurements of the defined benefit plans (38.66) (20.64)
Income tax on above item 9.74 5.20
(28.92) (15.44)
B. Items that will be reclassified subsequently to profit or loss
Exchange differences on translating the financial statements of foreign operation 93.07 353.54
Net gain/(loss) on cash flow hedges 111.34 (260.16)
Income tax on above item (28.02) 65.48
176.39 158.86
Net other comprehensive income for the year (net of tax) (A + B) 147.47 143.42
Total comprehensive income for the year 7,526.25 5,728.91
Profit / (Loss) for the year attributable to:
Owners of the Company 7,528.60 5,609.89
Non-Controlling Interests (149.82) (24.40)
Total Other Comprehensive Income for the year attributable to:
Owners of the Company 147.47 143.42
Non-Controlling Interests - -
Total Comprehensive Income for the year attributable to:
Owners of the Company 7,676.07 5,753.31
Non-Controlling Interests (149.82) (24.40)
Earning per equity share [Nominal value per share Rs. 2/- each] 42
Basic (Rs.) 6.85 5.12
Diluted (Rs.) 6.85 5.12
Material accounting policies 2

The accompanying notes 1 to 53 form an integral part of the consolidated financial statements.
As per our report of even date
For KALYANIWALLA & MISTRY LLP Signatures to the Consolidated Statement of Profit and Loss and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Fir m Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar Shardul A.Doshi Shalaka Ovalekar
Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Annual Report 2023-24

Consolidated Statement of Cash Flows for the year ended March 31, 2024

Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
A. Cash Flow from Operating Activities
Profit before Taxation 9,807.13 7,546.24
Adjustment for:
Depreciation and amortisation expense 1,559.40 1,373.58
Loss on sale / write off of Fixed Assets 6.39 20.06
Finance cost 233.63 265.29
Liabilites no longer required written back (1.91) (18.64)
Provision for doubtul debt and advances 183.40 96.62
Unrealised exchange (gain)/loss (329.84) (218.45)
Net (gain)/loss on sale of investments / fair valuation of investments (524.02) (340.72)
Unwinding of security deposit (3.80) (4.33)
Notional rent on security deposit 2.54 3.53
Interest income (207.85) (86.21)
Operating Profit before working capital changes 10,725.07 8,636.97
Adjustment for:
(Increase)/Decrease in Trade receivables (1,371.72) (2,311.93)
(Increase) / Decrease in Inventories 1,010.24 1,309.29
(Increase)/ Decrease in Non-Current Financial Assets (56.23) (47.52)
(Increase) / Decrease in Non-Current non Financial Assets (14.26) 0.56
(Increase) / Decrease in Current Financial Assets (1,320.92) 330.49
(Increase) / Decrease in Current Non - Financial Assets (346.64) 173.44
Increase / (Decrease) in Trade Payable 158.22 (897.10)
Increase / (Decrease) in Non - Current Provisions 31.30 27.37
Increase / (Decrease) Current Financial Liabilities 485.90 (132.54)
Increase / (Decrease) Current Provisions 4.25 2.03
Increase / (Decrease) Current Non - Financial Liabilities 85.17 35.17
Cash generated from operating activities 9,390.38 7,126.23
Taxes Paid (Net of refunds) (2,406.30) (2,073.98)
Net Cash Flow from / (used in) Operating Activities (A) 6,984.08 5,052.25
B. Cash Flow from Investing Activities
Purchase of Property, plant and equipments (1,545.66) (2,467.64)
Proceeds from sale of Property, plant and equipments 14.50 18.00
Proceeds from bank deposits 1,586.52 (30.33)
Investment in mutual funds (13,958.13) (11,983.67)
Proceeds from sale of mutual funds 15,326.14 8,252.00
Purchase of Goodwill - (205.41)
Interest received 215.18 130.16
Net Cash Flow (used in) Investing Activities (B) 1,638.55 (6,286.89)

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Statutory Reports
Financial Statements

Consolidated Statement of Cash Flows for the year ended March 31, 2024

Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
C. Cash Flow from Financing Activities
(Repayment of) / proceeds from borrowings - (1,553.53)
Proceeds from Warrants - 2,732.64
Finance cost (43.06) (94.11)
Payment of Lease rent (805.18) (687.87)
Dividend paid (5,493.19) (878.91)
Net cash flow from / (used in) financing activities (C) (6,341.43) (481.78)
Net increase / (decrease) in Cash and Cash Equivalents (A+B+C) 2,281.20 (1,716.42)
CASH AND CASH EQUIVALENTS:
AS AT THE BEGINNING OF THE YEAR 3,987.51 5,423.74
Unrealised Foreign Exchange Restatement in Cash and Cash Equivalents (299.74) 280.19
Cash and Cash Equivalents - Closing Balance 5,968.97 3,987.51
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS 1,981.46 (1,436.23)
Notes:
1. Cash and Cash Equivalents:
(a) Cash on Hand 2.77 3.16
(b) Balance with banks 5,966.20 3,984.35
Cash and Cash Equivalents 5,968.97 3,987.51

1. The consolidated cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Indian Accounting Standard (Ind
AS) 7 on ‘Cash Flow Statement’ and presents cash flows by operating, investing and financing activities.

2. Movement of borrowings Rs. Lakhs

Particulars March 31, 2023 Cash Flow Non-cash March 31, 2024
changes
Long term borrowings - - - -
Short term borrowings - - - -
Total borrowings - - - -

Rs. Lakhs
Particulars March 31, 2022 Cash Flow Non-cash March 31, 2023
changes
Long term borrowings 1,073.66 (1,073.66) - -
Short term borrowings 479.87 (479.87) - -
Total borrowings 1,553.53 (1,553.53) - -

As per our report of even date

For KALYANIWALLA & MISTRY LLP Signatures to the Consolidated Statement of cash flows and Notes to the financial statements
CHARTERED ACCOUNTANTS
Firm Registration Number 104607W/W100166 For and on behalf of the Board

Sai Venkata Ramana Damarla Bimal R. Thakkar ShardulA.Doshi Shalaka Ovalekar

Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Annual Report 2023-24

Consolidated Statement of Changes In Equity for the year ended March 31, 2024

(a) Equity Share Capital

Particulars As at March 31, 2024 As at March 31, 2023
No. of Shares Rs. in lakhs No. of Shares Rs. in lakhs
Balance at beginning of the year 2,19,72,719 2,197.27 2,09,66,219 2,096.62
Issued during the year - - 10,06,500 100.65
Add: Equity Shares arising on shares split from Rs.10/- to Rs. 2/- per share 8,78,90,876 - - -
(refer note 18(a)(i))
Balance at end of the reporting year 10,98,63,595 2,197.27 2,19,72,719 2,197.27

(b) Other Equity Rs. Lakhs

Particulars Capital Capital Securities General Money received Foreign Cash Retained Equity Non Total
reserve redemption premium reserve against share currency flow earnings attributable Controlling
reserve (Refer warrants (Refer translation hedge to Owners Interest
Note 18 Note 18 (e) reserve reserve of the
(c) Company
Balance as on April 1, 2022 105.00 197.73 5,487.98 763.97 910.88 197.00 154.08 24,345.93 32,162.57 261.73 32,424.30
Addition during the year - - - - 2,732.64 - - - 2,732.64 - 2,732.64
Profit for the year - - - - - - - 5,609.93 5,609.93 (24.40) 5,585.53
Other Comprehensive Income - - - - - - (194.67) (15.44) (210.12) - (210.12)
Dividend paid - - - - - - - (878.91) (878.91) - (878.91)
Issue of Equity Shares pursuant to - - 3,542.89 - (3,643.52) - - - (100.63) - (100.63)
conversion of preferential share
warrants
Exchange difference in translating - - - - - 374.04 - - 374.04 - 374.04
the financial statements of foreign
operations.
Balance as at March 31, 2023 105.00 197.73 9,030.87 763.97 - 571.04 (40.60) 29,061.51 39,689.49 237.33 39,926.82
Balance as at April 1, 2023 105.00 197.73 9,030.87 763.97 - 571.04 (40.60) 29,061.51 39,689.49 237.33 39,926.82
Profit for the year - - - - - - - 7,528.60 7,528.60 (149.82) 7,378.78
Other Comprehensive Income - - - - - - 83.32 (28.92) 54.40 - 54.40
Dividend paid - - - - - - - (5,493.19) (5,493.19) - (5,493.19)
Exchange difference in translating - - - - - 99.78 - - 99.78 - 99.78
the financial statements of foreign
operations.
Balance as at March 31, 2024 105.00 197.73 9,030.87 763.97 - 670.82 42.72 31,068.00 41,879.11 87.51 41,966.62

The accompanying notes 1 to 53 form an integral part of the consolidated financial statements.
As per our report of even date

For KALYANIWALLA & MISTRY LLP Signatures to the Consolidated statement of changes in equity and Notes to the financial statements
CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar ShardulA.Doshi Shalaka Ovalekar

Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

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Statutory Reports
Financial Statements

Notes forming part of Consolidated Financial Statements

1 Group Overview
Description of Business
ADF Foods Limited (“the Holding Company”) including its subsidiaries collectively referred as (‘the Group”) is a public company
incorporated under the provisions of the Companies Act, 1956 and domiciled in India having registered office at 83/86 G.I.D.C
Industrial Estate, Nadiad, Gujarat. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The group
is engaged in the manufacture and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods,
spices etc. The group caters mainly to international markets and domestic market.
The Consolidated financial statements of the Group for the year ended March 31, 2024 are approved by the Board of Directors on May
09, 2024.

Basis of Preparation of Consolidated Financial Statements

The Consolidated Financial Statements of the group have been prepared in accordance with Indian Accounting Standards (Ind AS) as
notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 to be read with the Companies (Indian
Accounting Standards) Rules as amended from time to time. The group’s Financial Statements for the year ended March 31, 2024
comprises of the Balance Sheet, Statement of Profit and Loss, Statement of Cash Flows, Statement of Changes in Equity and the Notes
to Financial Statements.
These Consolidated Financial Statements are presented in Indian rupees, which is the functional currency of the parent company.
Current versus non-current classification of all assets and liabilities have been classified as current or non-current as per the group’s
normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013. Based on the nature of products and
the time taken between acquisition of assets for processing and their realization in cash and cash equivalent, the group has ascertained
its operating cycle as twelve months for the purpose of the classification of assets and liabilities into current and non-current

Basis of Measurement
The Ind AS Consolidated Financial Statements have been prepared on a going concern basis using historical cost convention and on
an accrual method of accounting, except for certain financial assets and liabilities, including derivative financial instruments which
have been measured at fair value as described below and defined benefit plans which have been measured at actuarial valuation as
required by relevant Ind ASs.

Key Accounting Estimates and Judgements:

The preparation of Consolidated Financial Statements requires management to make judgments, estimates and assumptions in the
application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may
differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other
factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised
prospectively. Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have
the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following
notes:
(a) Measurement of defined benefit obligations –Note 41
(b) Measurement and likelihood of occurrence of provisions and contingencies –Note 36
(c) Recognition of deferred tax assets –Note 21
(d) Impairment of Intangible asset –Note 34
(e) Measurement of Lease liabilities and Right of Use of Assets – Note 4, 19 & 22
(f) Fair value of financial instruments including derivative contracts Note 24 and applicable discount rate

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Notes forming part of Consolidated Financial Statements

Measurement of fair values
The Group’s accounting policies and disclosures require financial instruments to be measured at fair values. The Group has an
established control framework with respect to the measurement of fair values. The Group uses valuation techniques that are appropriate
in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs
and minimizing the use of unobservable inputs. The management regularly reviews significant unobservable inputs and valuation
adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management
assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which such valuations should be classified. Fair values are categorised into different
levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices)
or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair
value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant
to the entire measurement.
The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change
has occurred.

Principles of consolidation:
Subsidiaries are all entities (including structured entities) over which the group has control.
The group controls an entity when the group is exposed to, or has rights to, variable returns from its involvement with the entity and
has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated
from the date on which control is transferred to the group.
The group combines the financial statements of the parent and its subsidiaries line by line adding together like items of assets, liabilities,
equity, income and expenses. Intercompany transactions, balances and unrealized gains on transactions between group companies
are eliminated.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group

2 Material Accounting Policies

2.1 Property, Plant and Equipment
2.1.1 Initial Recognition
Property, Plant and Equipment are initially recognised at cost which comprises of purchase price including import duties, non-
refundable taxes and any directly attributable cost of bringing the assets to its present condition and location for its intended
use, including the cost of replacing parts only when future economic benefit associated to that cost will flow to the group and its
cost can be reliably measured, borrowing costs for long term construction projects if the recognition criteria are met and present
value of any expected cost for decommissioning, restoration and similar liability of an asset after its use is included in the cost
of respective asset. On replacement of a component, its carrying amount is derecognised.
Further, in case the component was not depreciated separately, the cost of incoming component is used as an indication to
determine the cost of the replaced part at the time of capitalising.

2.1.2 Subsequent Recognition

Subsequent recognition is at cost less accumulated depreciation and accumulated impairment losses, if any. Impairment testing
is undertaken at the balance sheet date if there are indicators.

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2.1.3 Disposal or Retirement
The carrying value is eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or
losses are recognized in the statement of profit and loss. Assets to be disposed off are reported at the lower of the carrying value
or the fair value less cost to sell.

2.1.4 Component Accounting

The group identifies and determines cost of each component of an asset separately, if the component has a materially different
useful life as compared to entire asset and its cost is significant of the total cost.

2.1.5 Depreciation
Depreciation is calculated on Straight Line Basis as per the useful lives specified in Schedule II to the Companies Act, 2013 on
pro rata basis except for carboys and pallets where lower lives of 5 years is applied based on the technical advice obtained by
the group.
Depreciation methods, useful lives and residual values are reviewed periodically, including at each financial year end.

Machinery and equipment 15 Years

Furniture and fixtures 10 Years
Automobiles 08 Years
Factory Building 30 Years
Office Building 60 Years
Computers 03 Years
Leasehold land under operating lease is depreciated over the leasehold period or its estimated useful life, whichever is shorter.
Freehold land is not depreciated.
The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at each financial year
end and adjusted prospectively, if appropriate.

2.2 Capital Work In Progress

Capital work in progress includes the acquisition/commissioning cost of assets under expansion/acquisition and pending
commissioning. Expenditure of revenue nature related to such acquisition/expansion is also treated as capital work in progress and
capitalized along with the asset on completion of the expansion project or otherwise on commencement of commercial use of the
asset.

2.3 Intangible Assets

2.3.1 Initial Recognition
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a
business combination is their fair value at the date of acquisition.

2.3.2 Subsequent Recognition

Intangible assets are carried at cost less accumulated amortisation and impairment loss, if any.

2.3.3 Amortisation
The useful lives of intangible assets are assessed as either finite or indefinite. Finite-life intangible assets are amortised on a
straight-line basis over the period of their expected useful lives. Estimated useful lives by major class of finite-life intangible
assets are as follows:
Goodwill - 5 years Software - 3 Years
The amortisation period and the amortisation method for finite-life intangible assets is reviewed at each financial year end and
adjusted prospectively, if appropriate.

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Notes forming part of Consolidated Financial Statements

Indefinite life intangibles mainly consist of brands. Intangible assets with indefinite useful lives are not amortised, but are
tested for impairment annually. The assessment of indefinite life is reviewed annually to determine whether the indefinite life
continues to be supportable. If not the change in useful life from indefinite to finite is made on a prospective basis.

2.3.4 Derecognition
Gains or losses arising from derecognition of intangible assets are measured as the difference between the net disposal proceeds
and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized.
The group has assessed useful life of certain intangible assets (Brands) as indefinite and hence these assets are not amortised but
tested for impairment annually

2.4 Inventories
Inventories are valued at lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course
of business, less estimated costs of completion and the estimated costs necessary to make the sale. Costs are computed on the weighted
average basis and are net of GST credits.
Raw materials, packing materials and stores: Costs includes cost of purchase net of discounts and other costs incurred in bringing each
product to its present location and condition.
Finished goods and work in progress: In the case of manufactured inventories and work in progress, cost includes all costs of purchases,
an appropriate share of production overheads based on normal operating capacity and other costs incurred in bringing each product
to its present location and condition Finished goods valuation also includes applicable duty. Provision is made for cost of obsolescence
and other anticipated losses, whenever considered necessary.

2.5 Cash and Cash Equivalents

Cash and cash equivalents in the balance sheet comprise cash at bank and on hand and short term deposits with an original maturity
of three months or less, which are subject to an insignificant risk of changes in value.
For the purpose of the statement of cash flow, cash and cash equivalents consists of cash and short-term deposits, as defined above, net
of outstanding bank overdrafts as they are considered an integral part of the group’s cash management.

2.6 Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of
another entity. Financial instruments also include derivative contracts such as foreign currency foreign exchange forward contracts,
futures and currency options.

2.6.1 Financial Assets

Financial assets are recognised when the group becomes a party to the contractual provisions of the instrument.
2.6.1.1 Initial recognition and measurement
All financial assets are recognized at fair value on initial recognition, except for trade receivables which are initially
measured at transaction price. Transaction costs that are directly attributable to the acquisition of financial assets, which
are not at fair value through profit or loss, are added to the fair value on initial recognition.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or
convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the group commits
to purchase or sell the asset.

2.6.1.2 Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

2.6.1.2.1 Financial assets at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold
the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
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After initial measurement, debt instruments at amortised cost are subsequently measured at amortised cost using the Effective
Interest Rate (EIR) method, less impairment, if any. The amortisation of EIR and loss arising from impairment, if any is
recognised in the Statement of Profit and Loss.

2.6.1.2.2 Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a
business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the
contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair
value. Fair value movements are recognized in the other comprehensive income (OCI).
Interest income measured using the EIR method and impairment losses, if any are recognised in the Statement of Profit
and Loss. On derecognition, cumulative gain or loss previously recognised in OCI is reclassified from the equity to ‘other
income’ in the Statement of Profit and Loss

2.6.1.2.3 Financial assets at fair value through profit or loss

Financial assets which are not classified in any of the above categories are subsequently fair valued through profit or loss.
Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified
as at FVTPL.
Such financial assets are measured at fair value with all changes in fair value, including interest income and dividend
income if any, recognised as ‘other income’ in the Statement of Profit and Loss. Such financial assets are measured at fair
value with all changes in fair value, including interest income and dividend income if any, recognised as ‘other income’ in
the Statement of Profit and Loss.
2.6.1.2.4 Financial assets as Equity Investments
All investments in equity instruments classified under financial assets are initially measured at fair value, the group may,
on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.
The Group makes such election on an instrument-by-instrument basis. A fair value change on an equity instrument is
recognised as other income in the Statement of Profit and Loss unless the group has elected to measure such instrument
at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at FVOCI are recognised in OCI.
Amounts recognised in OCI are not subsequently reclassified to the Statement of Profit and Loss.
Dividend income on the investments in equity instruments are recognised as ‘other income’ in the Statement of Profit
and Loss.

2.6.1.3 Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from the group’s balance sheet) when:
The rights to receive cash flows from the asset have expired, or
The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the group
has transferred substantially all the risks and rewards of the asset, or (b) the group has neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset
2.6.1.4 Impairment
In accordance with Ind AS 109, the group applies Expected Credit Loss (ECL) model for measurement and recognition
of impairment loss on the financial assets that are debt instruments, and are measured at amortised cost e.g., loans, debt
securities, deposits and trade receivables or any contractual right to receive cash or another financial asset that result from
transactions that are within the scope of Ind AS 115.

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Notes forming part of Consolidated Financial Statements

The group follows ‘Simplified Approach’ for recognition of impairment allowance. This approach doesn’t require the group
to track changes in credit risk. Rather, it recognises impairment allowances based on lifetime ECLs at each reporting date,
right from its initial recognition.
ECL is the difference between all contractual cash flows that are due to the group in accordance with the contract and all
the cash flows that the entity expects to receive, discounted at the original EIR. Lifetime ECL are expected credit losses
resulting from all possible defaults over the expected life of a financial instrument. ECL impairment loss allowance (or
reversal) recognized during the period is recognized as income/ expense in the statement of profit and loss. This amount
is reflected under the head ‘other expenses’ in the statement of profit and loss.

2.6.2 Financial Liabilities

(i) Classification
The group classifies all financial liabilities as subsequently measured at amortised cost.
(ii) Initial recognition and measurement
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of
directly attributable transaction costs.
(iii) Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
Effective Interest Rate (EIR) method. Gains and losses are recognised in Statement of Profit and Loss when the liabilities
are derecognised.
Amortised cost is calculated by taking into account any discount or premium on acquisition and transactions costs. The
EIR amortisation is included as finance costs in the Statement of Profit and Loss.
This category generally applies to loans and borrowings.
(iv) Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When
an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms
of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
the Statement of Profit and Loss.
(v) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

2.6.3 Share Capital

Ordinary equity shares
Incremental costs directly attributable to the issue of ordinary equity shares, are recognised as a deduction from equity.

2.6.4 Derivative financial instruments and hedge accounting

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-
measured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends
on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged and the type of
hedge relationship designated.
The group designates their derivatives as hedges of foreign exchange risk associated with the cash flows of highly probable
forecast transactions. (Cash flow hedges).

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The group documents at the inception of the hedging transaction the economic relationship between hedging instruments and
hedged items including whether the hedging instrument is expected to offset changes in cash flows of hedged items. The group
documents its risk management objective and strategy for undertaking various hedge transactions at the inception of each
hedge relationship.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the
hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged
item is less than 12 months. Trading derivatives are classified as a current asset or liability.
Cash flow hedges that qualify for hedge accounting
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised
in the other comprehensive income in cash flow hedging reserve within equity, limited to the cumulative change in fair value of
the hedged item on a present value basis from the inception of the hedge. The gain or loss relating to the ineffective portion is
recognised immediately in Statement of profit and loss.
When forward contracts are used to hedge forecast transactions, gains or losses relating to the effective portion of the change
in the spot component of the forward contracts are recognised in other comprehensive income in cash flow hedging reserve
within other equity.
The change in the forward element of the contract that relates to the hedged item (‘aligned forward element’) is recognised
within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity may designate the
full change in fair value of the forward contract (including forward points) as the hedging instrument. In such cases, the gains
and losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash
flow hedging reserve within equity.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss.
When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast
transaction occurs. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs
of hedging that were reported in equity are immediately reclassified to profit or loss within other gains/(losses).
If the hedge ratio for risk management purposes is no longer optimal but the risk management objective remains unchanged
and the hedge continues to qualify for hedge accounting, the hedge relationship will be rebalanced by adjusting either the
volume of the hedging instrument or the volume of the hedged item so that the hedge ratio aligns with the ratio used for risk
management purposes. Any hedge ineffectiveness is calculated and accounted for in profit or loss at the time of the hedge
relationship rebalancing. Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item
affects profit or loss.

2.7 Fair Value Forward Contract

The Company enters derivative financial instruments to manage its foreign exchange rate risk. Derivatives are initially recognised
at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each
reporting period. The resulting gain or loss is recognised in Other Comprehensive Income (OCI) immediately unless the derivative is
designated and effective as a hedging instrument, in which event the timing of the recognition in statement of profit and loss depends
on the nature of the hedging relationship and nature of hedged items.

2.8 Government Subsidy/Grants

Grants are recognized when there is reasonable assurance that the grant will be received and all attached conditions will be complied
with. When the grant relates to an asset, the cost of the asset is shown at gross value and grant thereon is treated as a deferred grant
which is recognized as income in the Statement of Profit and Loss over the period and in proportion in which depreciation is charged

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Notes forming part of Consolidated Financial Statements

2.9 Segment Reporting
The Chairman and Managing Director assesses performance of the Company as Chief Operating Decision Maker (“CODM”).
The Company has identified reportable segments in a manner consistent with internal reporting provided to the Chief Operating
Decision Maker

2.10 Provisions
Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any
reimbursement.
If the effect of time value of money is material, provisions are discounted using a current pre tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.

2.10.1 Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of
the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources
will be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.10.2 Contingent Assets

Contingent assets are not recognised in the financial statements. Contingent assets if any, are disclosed in the notes to the
financial statements.

2.11 Revenue from Operation

Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer at an amount
that reflects the consideration to which the Company is expected to be entitled to in exchange for those goods or services. Revenue
towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration)
allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration
on account of various discounts and schemes offered by the Company as part of the contract. This variable consideration is estimated
based on the expected value of outflow. Revenue (net of variable consideration) is recognized only to the extent that it is highly
probable that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved.
Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance
obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to
the customer, as may be specified in the contract.

Export Incentives
Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer at an amount
that reflects the consideration to which the Group is expected to be entitled to in exchange for those goods or services. Revenue
towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration)
allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on
account of various discounts and schemes offered by the group as part of the contract. This variable consideration is estimated based
on the expected value of outflow. Revenue (net of variable consideration) is recognized only to the extent that it is highly probable
that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved. Revenue from sale
of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of
sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to the customer, as may
be specified in the contract.

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Export incentives
Revenue from export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable assurance
and conditions precedent to claim are fulfilled.
Incentive under Production Linked Incentive scheme (PLI) is subject to meeting certain committed investments and defined
incremental sales threshold. Such Incentive are recognised as other operating revenue when there is a reasonable assurance that the
Company will comply with all necessary conditions attached to the grant. Income from such incentive is recognised on a systematic
basis over the periods to which they relate.

2.12 Other Non-Operating Income

2.12.1 Interest Income
Interest income is recognized using the Effective Interest Rate (EIR) method.

2.12.2 Dividend Income

Dividend income on investments is recognised when the right to receive dividend is established.

2.13 Employee Benefits

Liabilities in respect of employee benefits to employees are provided for as follows:

a) Short-term employee benefits

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after
the end of the period in which the employees render the related service are recognised in respect of employees’ services up to
the end of the reporting period and are measured at the amounts expected to be incurred when the liabilities are settled. The
liabilities are presented as current employee benefit obligations in the balance sheet.

b) Long Term Employee Benefit Plan

The group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected
cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each
balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the
unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is
recognized in the period in which the absences occur.

c) Post Separation Employee Benefit Plan

i) Defined Benefit Plan
Gratuity Liability on the basis of actuarial valuation as per IND AS-19. Liability recognised in the balance sheet in respect
of gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of
plan assets.
The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present
value of defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at
the end of each reporting period on government bonds that have terms approximate to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the
fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.
Actuarial gain / loss pertaining to above and other components of re-measurement of net defined benefit liability (asset)
are accounted for as OCI. All remaining components of costs are accounted for in statement of profit & loss.
ii) Defined Contribution Plans:
Defined contribution plans are Employee Provident Fund scheme and Employee State Insurance scheme for eligible
employees. The group’s contribution to defined contribution plans is recognised as an expense in the Statement of Profit
and Loss as they fall due.

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Notes forming part of Consolidated Financial Statements

2.14 Taxes
2.14.1Current Taxes
Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the year and any adjustment to
the tax payable or recoverable in respect of previous years.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the group and its branch operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation.
It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized
directly in equity/OCI, in which case it is recognized in other comprehensive income. The group offsets current tax assets and
current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to
settle on a net basis, or to realize the asset and settle the liability simultaneously.

2.14.2Deferred Taxes
Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is
probable that taxable profit will be available against which the deductible temporary timing differences and the carry forward of
unused tax credits and unused tax losses can be utilised. Such assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realized.
Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments
in subsidiaries where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be
available against which the temporary difference can be utilised.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and MAT credit entitlements only
if it is probable that future taxable amounts will be available to utilise those temporary differences, losses and credit.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities
and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items
recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.

2.15 Foreign Currency Transaction and Translation

The Group’s functional currency is Indian Rupee (INR) and it is also the presentation currency for the Group.
Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and
liabilities denominated in foreign currencies at year end exchange rates are generally recognised in profit or loss. All other foreign
exchange gains and losses are presented in the statement of profit and loss on a net basis within other gains/(losses).
On consolidation, the assets and liabilities of foreign operations are translated into INR at the rate of exchange prevailing at the
reporting date and their statements of profit and loss are translated at average rate during the year. The exchange differences arising on
translation for consolidation are recognized in other comprehensive income.

2.16 Leases
The group evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires
significant judgment. The group uses significant judgement in assessing the lease term (including anticipated renewals) and the
applicable discount rate.
The group determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to
extend the lease if the group is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if
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the group is reasonably certain not to exercise that option. In assessing whether the group is reasonably certain to exercise an option
to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an
economic incentive for the group to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The
group revises the lease term if there is a change in the non-cancellable period of a lease
The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases
with similar characteristics
The group’s lease asset classes primarily consist of leases for Land and Buildings and Plant & Machinery. The group assesses whether a
contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to
control the use of an identified asset, the group assesses whether:
(i) the contract involves the use of an identified asset
(ii) the group has substantially all of the economic benefits from use of the asset through the period of the lease and
(iii) the group has the right to direct the use of the asset.
At the date of commencement of the lease, the group recognises a right-of-use asset (“ROU”) and a corresponding lease liability for
all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and leases of
low value assets. For these short term and leases of low value assets, the group recognises the lease payments as an operating expense
on a straight line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial
amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial
direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if
any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and
useful life of the underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using
the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is
subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to
reflect the lease payments made.
A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate
used to determine lease payments. The remeasurement normally also adjusts the leased assets.
Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing
cash flows.

2.17 Dividend
The group recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution
is authorised and the distribution is no longer at the discretion of the group on or before the end of the reporting period. As per
Corporate laws in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount is recognized
directly in equity.

2.18 Earnings Per Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the group by the weighted
average number of equity shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the
weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. On March 31, 2024, MCA has not notified any new Standards or Amendment
to the existing standards applicable to the Group.
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Notes forming part of Consolidated Financial Statements
4 (a) Property, Plant and Equipment Rs. Lakhs
Particulars Period Land Right -of- use Buildings Leasehold Plant & Furniture Vehicles Office Office Electrical Laboratory Computers Total
improvement machinery & fixtures equipment premises installation equipment
Freehold Leasehold

Opening gross carrying amount April 1, 2022 4.18 94.39 5,898.04 3,128.52 155.08 4,634.41 97.14 220.68 65.74 97.77 109.99 11.55 88.65 14,606.14
as at
Additions - 1,193.34 156.08 44.57 - 543.73 25.49 - 14.82 - 3.64 0.42 39.94 2,022.03
ADF Foods Limited

Deductions - - - - - (113.31) - - - - - - - (113.31)

Annual Report 2023-24

Other Adjustments - 5.21 475.01 - - 4.90 0.92 - 1.40 - - - 0.74 488.18

Closing gross carrying amount March 31, 2023 4.18 1,292.94 6,529.13 3,173.09 155.08 5,069.73 123.55 220.68 81.96 97.77 113.63 11.97 129.33 17,003.04
as at
Opening gross carrying amount April 1, 2023 4.18 1,292.94 6,529.13 3,173.09 155.08 5,069.73 123.55 220.68 81.96 97.77 113.63 11.97 129.33 17,003.04
as at
Additions - - 600.70 0.89 - 1,224.05 17.68 214.63 8.04 - 61.57 8.26 25.65 2,161.47
Deductions - - - - - (38.74) - (0.08) (1.96) - - - (5.68) (46.46)
Other Adjustments - 1.02 93.21 - - 0.98 0.46 - 0.27 - - - 0.14 96.08
Closing gross carrying amount March 31, 2024 4.18 1,293.96 7,223.04 3,173.98 155.08 6,256.02 141.69 435.23 88.31 97.77 175.20 20.23 149.44 19,214.13
as at
Opening accumulated April 1, 2022 - 6.06 460.51 656.06 65.52 1,542.18 62.64 112.33 25.79 10.11 56.30 5.53 40.63 3,043.66
depreciation as at
Charge for the year - 6.11 522.58 120.41 24.56 341.77 10.40 20.58 11.26 1.68 12.10 0.88 25.25 1,097.58
Deduction - - - - - (75.26) - - - - - - - (75.26)
Other Adjustments - - 29.13 - 0.41 0.58 0.41 - 0.11 - - - 0.87 31.51
Closing accumulated depreciation March 31, 2023 - 12.17 1,012.22 776.47 90.49 1,809.27 73.45 132.91 37.16 11.79 68.40 6.41 66.75 4,097.49
as at
Opening accumulated April 1, 2023 - 12.17 1,012.22 776.47 90.49 1,809.27 73.45 132.91 37.16 11.79 68.40 6.41 66.75 4,097.49
depreciation as at
Charge for the year - 12.97 643.15 118.20 15.58 370.17 14.09 23.92 11.57 1.69 12.81 1.43 31.33 1,256.91
Deduction - - - - - (19.26) - (0.02) (1.43) - - - (4.84) (25.55)
Other Adjustments - - 15.58 - 0.21 0.52 0.14 - 0.11 - - - 0.14 16.70
Closing accumulated depreciation March 31, 2024 - 25.14 1,670.95 894.67 106.28 2,160.70 87.68 156.81 47.41 13.48 81.21 7.84 93.38 5,345.55
Net carrying amount as at March 31, 2023 4.18 1,280.77 5,516.91 2,396.62 64.59 3,260.46 50.10 87.77 44.80 85.98 45.22 5.56 62.59 12,905.55
Net carrying amount as at March 31, 2024 4.18 1,268.82 5,552.09 2,279.31 48.80 4,095.32 54.01 278.42 40.90 84.29 93.99 12.39 56.06 13,868.58

1. Of the above the title deeds of immovable properties are held in the name of the Company.
2. Charge has been created over the part of Property, Plant and Equipment of the Company towards Working Capital facilities from banks.
 Corporate Overview
Statutory Reports
Financial Statements

Notes forming part of Consolidated Financial Statements

4 (b) Capital Work - in - Progress Rs. Lakhs
Particulars Total
Opening as at April 1, 2022 13.63
Additions during the year 2,441.18
Capitalised during te year (1,782.82)
Closing as at March 31, 2023 671.99
Opening as at April 1, 2023 671.99
Additions during the year 1,007.87
Capitalised during te year (1,169.06)
Closing as at March 31, 2024 510.80

(i) CWIP ageing schedule Rs. Lakhs

CWIP as on March 2024 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Projects in progress 510.80 - - - 510.80
Total 510.80 - - - 510.80

Rs. Lakhs
CWIP as on March 2023 Amount in CWIP for a period of Total
Less than 1 1-2 years 2-3 years More than 3
year years
Projects in progress 671.99 - - - 671.99
Total 671.99 - - - 671.99

4 (c) Intangible assets Rs. Lakhs

Particulars Period Brands Computer Goodwill Total
Software
Opening gross carrying amount as at April 1, 2022 3,516.08 20.36 2,463.10 5,999.54
Additions - 7.85 205.41 213.26
Deductions - -
Other adjustments 207.27 207.27
Closing gross carrying amount as at March 31, 2023 3,516.08 28.21 2,875.78 6,420.07
Opening gross carrying amount as at April 1, 2023 3,516.08 28.21 2,875.78 6,420.07
Additions - 46.37 - 46.37
Deductions - - -
Other adjustments - - 43.56 43.56
Closing gross carrying amount as at March 31, 2024 3,516.08 74.58 2,919.35 6,510.00
Opening accumulated amortisation and April 1, 2022 1,383.24 15.35 143.68 1,542.27
impairment as at
Amortisation during the year - 1.86 273.12 274.98
Impairment Loss - - - -
Deductions - -
Other adjustments 17.52 17.52
Closing accumulated amortisation and March 31, 2023 1,383.24 17.22 434.32 1,834.77
impairment as at

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Notes forming part of Consolidated Financial Statements

4 (c) Intangible assets Rs. Lakhs
Particulars Period Brands Computer Goodwill Total
Software
Opening accumulated amortisation and April 1, 2023 1,383.24 17.22 434.32 1,834.77
impairment as at
Amortisation for the year - 10.05 292.42 302.47
Deduction - - -
Other adjustments - - 8.64 8.64
Closing accumulated amortisation March 31, 2024 1,383.24 27.27 735.38 2,145.88
Net carrying amount as at March 31, 2023 2,132.84 11.00 2,441.46 4,585.30
Net carrying amount as at March 31, 2024 2,132.84 47.31 2,183.97 4,364.12

5 Non - Current Loans Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Loans and advances to Employees 13.33 8.82
Total 13.33 8.82

6 Other Non-Current Financial Assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Security deposits 322.14 270.95
Deposits held as Margin Money more than 12 months* 22.95 7.20
Total 345.09 278.15
* Above bank deposits are hypothecated as margin money.

7 Income Tax Assets (net) Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Advance payment of income tax (net of Provision for Tax) 684.56 640.54
Total 684.56 640.54

8 Other Non-Current Non-Financial Assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured Considered good
Capital Advances (Refer note: 36(b)) 105.61 5.87
Unsecured Considered Doubtful
Capital Advances (Refer note: 36(b)) 4.20 4.20
Provison for doubtful advances (4.20) (4.20)
Total Capital Advances 105.61 5.87
Prepayments 3.73 3.39
Prepaid Lease Rent 11.32 -
Other Assets 0.06 -
Total 120.72 9.26

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Financial Statements

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9 Inventories Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
(Valued at lower of cost and net realizable value)
Raw materials 857.53 643.18
Packing materials 1,009.31 941.40
Work-in-progress 1,357.11 1,647.82
Finished goods 284.37 349.49
Traded goods 1,793.34 2,730.01
Total 5,301.66 6,311.90
Inventories hypothecated as collateral towards Working Capital facilities from banks.

10 Current Investments Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
(a) Investments in Mutual Funds (Quoted) (Measured at FVTPL)
Kotak Equity Arbitrage Reg -DM 351.67 326.15
HDFC Liquid - Growth 15.69 1,120.57
Aditya Birla Sl Arbitrage-Growth 115.23 107.14
Tata Arbitrage Fund - Growth 674.20 627.56
Mirae Asset Cash Management-G 20.65 461.07
SBI Liquid-G 6.58 939.61
Nippon India Liquid-G 2.81 1,092.09
Aditya Birla Sl Liquid-G 74.07 62.54
SBI Arbitrage Opportunity Fund 55.88 51.87
Kotak Liquid Fund-Growth 3.80 1,076.88
ICICI Pru Liquid Fund-Growth 528.40 1,292.53
Tata Arbitrage Fund Reg-G-8979530/56 747.14 -
Aditya Birla Sl Arbitrage-G-1041738973 320.46 -
HDFC Arbitrage Wholesale-G-19222020/52 469.63 -
ICICI Pru Equity Arbitrage-G-21636543/55 567.89 -
Kotak Equity Arbitrage Reg-G-10355473/62 178.33 -
Nippon India Arbitrage-G-477262386496 564.88 -
SBI Arbitrage Opportunities-G-29450243 568.74 -
Nippon India Arbitrage -G 906.54 840.72
Total Investments in Mutual Funds (Quoted) (Measured at FVTPL) 6,172.59 7,998.73
(b) Fixed deposit with NBFC (Carried at Amortised Cost)
Bajaj Finance Ltd 1,500.00 -
Total Fixed deposit with NBFC (Carried at Amortised Cost) 1,500.00 -
Total 7,672.59 7,998.73
Aggregate amount of quoted investments at Cost 5,690.54 7,860.18
Aggregate amount of quoted investments at market value 7,672.59 7,998.73
Aggregate amount of impairment in value of investments - -

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Notes forming part of Consolidated Financial Statements

11 Trade Receivables Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured Considered good
Others 10,845.74 9,424.76
10,845.74 9,424.76
Trade Receivables - credit impaired 184.15 101.08
Less: Allowance for credit impaired (184.15) (100.28)
Total 10,845.74 9,425.56
Trade Receivable hypothecated as collateral towards Working Capital facilities from banks.

(i) Trade Receivables Ageing Schedule

Particulars (As at March 31, 2024) Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 years More than
6 months - 1 year years 3 years
(i) Undisputed Trade receivables – considered good 10,031.96 813.21 0.57 - - 10,845.74
(ii) Undisputed Trade Receivables which have significant - - - - - -
increase in credit risk
(iii) Undisputed Trade Receivables credit impaired - - - - - -
(iv) Disputed Trade Receivables Considered Good - - - - - -
(v) Disputed Trade Receivables which have significant - - - - 184.15 184.15
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - (184.15) (184.15)
Total 10,031.96 813.21 0.57 - - 10,845.74

Particulars (As at March 31, 2023) Outstanding for following periods from due date of payment Total
Less than 6 months 1-2 2-3 years More than
6 months - 1 year years 3 years
(i) Undisputed Trade receivables – considered good 8,611.78 813.21 0.57 - - 9,425.56
(ii) Undisputed Trade Receivables which have significant - - - -
increase in credit risk
(iii) Undisputed Trade Receivables credit impaired - - - -
(iv) Disputed Trade Receivables Considered Good - - - -
(v) Disputed Trade Receivables which have significant - - 100.28 100.28
increase in credit risk
(vi) Disputed Trade Receivables – credit impaired - - (100.28) (100.28)
Total 8,611.78 813.21 0.57 - - 9,425.56

12 Cash and Cash Equivalents Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Cash on hand 2.77 3.16
Balance with banks
in Current accounts 2,514.82 2,670.12
in EEFC accounts 1,116.37 1,237.20
Bank deposits with original maturity of less than 3 months 2,335.01 77.03
Total 5,968.97 3,987.51

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Financial Statements

Notes forming part of Consolidated Financial Statements

13 Bank balances other than Cash and cash equivalents Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Balance with banks
in Current accounts * 115.41 65.95
in Fixed deposit accounts ** 692.16 2,164.31
in Margin deposit accounts*** 0.96 131.08
Total 808.53 2,361.34
* Balance with banks in current account is on account of earmark balance for unclaimed dividend.
**Deposits with maturity of less than 12 months.
*** Margin deposits with maturity of less than 12 months.

14 Current Loans Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Loans to employees 10.08 14.43
Total 10.08 14.43

15 Other Current Financial Assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Derivative foreign exchange forward contracts 0.84 -
Prepaid Lease Rent 3.37 1.57
Security Deposits 20.47 142.24
Interest accrued on fixed deposits and others 46.73 32.12
Export incentive receivable 2,818.82 1,395.97
Less: Allowance for credit impaired (55.14) -
2,763.68 1,395.97
Other receivables 0.22 0.60
Total 2,835.30 1,572.50

16 Other Current Non-Financial Assets Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Unsecured, considered good
Advance to suppliers for services 69.12 81.59
Advance to suppliers for goods 40.78 4.51
Balances with Government authority (on account of GST, Excise & Service Tax etc) 1,255.46 890.13
Prepayments 241.29 283.78
Total 1,606.65 1,260.01

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Notes forming part of Consolidated Financial Statements

17 Equity Share Capital Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Authorized shares
12,50,00,000 equity shares of Rs. 2/- each 2,500.00 2,500.00
(March 31, 2023: 2,50,00,000 equity shares of Rs. 10/- each)
Issued, subscribed and fully paid share capital
10,98,63,595 equity shares of Rs. 2/- each 2,197.27 2,197.27
(March 31, 2023: 2,19,72,719 equity shares of Rs. 10/- each)
2,197.27 2,197.27
Shares forfeited
37,83,000 equity shares of Rs. 2/- each 37.83 37.83
(March 31, 2023: 7,56,600 equity shares of Rs. 10/- each) (Refer Note: 17(a)(i))
Total 2,235.10 2,235.10

(a) Reconciliation of the shares outstanding at the beginning and at the end of the year
Particulars No of Shares Rs. Lakhs
Equity shares
As at April 1, 2022 2,17,22,819 2,134.45
Issued during the year 10,06,500 100.65
As at March 31,2023 2,27,29,319 2,235.10
Issued during the year - -
Add: Sub-division of 1 share of face value of Rs.10/- each into 5 shares of face value Rs. 2/- 9,09,17,276
each effective September 11, 2023 (Increase in shares on account of sub-division)*
As at March 31, 2024 11,36,46,595 2,235.10
* During the year ended 31 March 2024, the Company on 11 September 2023 (“Record Date”), sub-divided the Equity Shares from 1 (One) Equity Share having face value of Rs. 10/-
(Rupees Ten only) each fully paid-up, into 5 (Five) Equity Shares having face value of Rs. 2/- (Rupees Two only) each fully paid-up. Accordingly, earnings per share of comparative
periods presented has been calculated based on number of shares outstanding in respective periods, as increased by sub-division of shares.

(i) Of the above 37,83,000 equity shares equity shares of Rs. 2/- each (Rs. 37.83 lakhs) (March 31, 2023: 7,56,600 equity shares of Rs. 10/-
each) forfeited in earlier years are not cancelled by the Company.
(b) Terms and rights attached to equity shares
The Parent Company has one class of equity shares having a par value of Rs. 2 per share. Each shareholders is eligible for one vote per
share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General
Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining
assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(c) Details of equity shares held by Shareholders holding more than 5% of the aggregate shares in the Company

Particulars As at As at
March 31, 2024 March 31, 2023
No. of Shares of Rs 2 each No. of Shares of Rs 10 each
unless otherwise stated unless otherwise stated
Mr. Bimal R. Thakkar
No. of Shares 1,13,94,620 22,78,924
% 10.37 10.37
Mrs. Mahalaxmi R. Thakkar
No. of Shares 96,65,000 19,33,000
% 8.80 8.80

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Particulars As at As at
March 31, 2024 March 31, 2023
No. of Shares of Rs 2 each No. of Shares of Rs 10 each
unless otherwise stated unless otherwise stated
Authum Investment and Infrastructure Limited
No. of Shares 1,36,67,568 26,11,584
% 12.44 11.89
Infinity Holdings
No. of Shares 1,00,00,000 20,00,000
% 9.10 9.10
Sixth Sense India Opportunities III
No. of Shares 78,04,508 13,99,779.00
% 7.10 6.37
Total - Number of shares 5,25,31,696 1,02,23,287
Total - % 47.81 46.53

(d) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital:
There are no Equity Shares reserved for issue on subscription of Preferential Share Warrants (Refer Note 18 (e) for terms of Preferential Share
Warrants)
(e) Equity shares movement during the five years preceding March 31, 2024
Financial Year Aggregate no. of
equity shares bought back
2018-19 11,78,742.00
2019-20 -
2020-21 -
2021-22 -
2022-23 -
There are no shares reserved for issue under option and contracts/commitments for the sale of shares / disinvestment, including the terms
and amounts.

(f) Disclosure of shareholding of promoters as at March 31, 2024 is as follows:

Particulars As at March 31, 2024 As at March 31, 2023 % Change
No. of shares % of total No. of shares % of total during the year
of Rs. 2 each shares of Rs. 10 each shares
Mr. Bimal R. Thakkar* 1,13,94,620 10.37% 22,78,924 10.37% 0.00%
Mrs. Mahalaxmi R. Thakkar 96,65,000 8.80% 19,33,000 8.80% 0.00%
Bimal Thakkar HUF 29,76,230 2.71% 5,95,246 2.71% 0.00%
Parul Bimal Thakkar** 54,29,135 4.94% 10,85,827 4.94% 0.00%
Krish Bhavesh Thakkar 14,76,000 1.34% 3,51,000 1.60% -0.25%
Shivaan Bimal Thakkar 28,94,505 2.63% 5,78,901 2.63% 0.00%
Sumer Bimal Thakkar*** 28,94,500 2.63% 5,78,900 2.63% 0.00%
H J Thakkar Property Investment Limited 30,94,575 2.82% 6,18,915 2.82% 0.00%
H J Thakkar Property Investment LLP 1,85,000 0.17% - 0.00% 0.17%
4,00,09,565 36.42% 80,20,713 36.50% -0.08%
* 9,76,190 shares are pledged as on March 31, 2024
** 20,50,000 shares are pledged as on March 31, 2024
*** 50,000 shares are pledged as on March 31, 2024

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Notes forming part of Consolidated Financial Statements

Disclosure of shareholding of promoters as at March 31, 2023 is as follows:
Particulars As at March 31, 2023 As at March 31, 2022 % Change
No. of shares % of total No. of shares % of total during the year
of Rs. 10 each shares of Rs. 10 each shares
Mr. Bimal R. Thakkar* 22,78,924 10.37% 22,78,924 10.87% -0.50%
Mrs. Mahalaxmi R. Thakkar 19,33,000 8.80% 19,53,000 9.31% -0.52%
Bimal Thakkar HUF*** 5,95,246 2.71% 5,95,246 2.84% -0.13%
Parul Bimal Thakkar** 10,85,827 4.94% 7,10,827 3.39% 1.55%
Krish Bhavesh Thakkar 3,51,000 1.60% 3,51,000 1.67% -0.08%
Shivaan Bimal Thakkar 5,78,901 2.63% 2,66,501 1.27% 1.36%
Sumer Bimal Thakkar 5,78,900 2.63% 2,66,300 1.27% 1.36%
H J Thakkar Property Investment Limited 6,18,915 2.82% 6,18,915 2.95% -0.14%
80,20,713 36.50% 70,40,713 33.58% 2.92%
* 4,25,000 shares are pledged as on March 31, 2023
** 4,00,000 shares are pledged as on March 31,2023
*** 2,25,000 shares are pledged as on March 31,2023

18 Other Equity Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Capital reserve (Refer Note: 18 (a)) 105.00 105.00
Capital redemption reserve (Refer Note: 18 (b)) 197.73 197.73
Securities premium (Refer Note: 18 (c))
As per Last Balance Sheet 9,030.87 5,487.98
Issue of Equity Shares pursuant to conversion of preferential share warrants (Refer Note: - 3,542.89
18 (e))
Closing balance 9,030.87 9,030.87
General reserve 763.97 763.97
Money received against share warrants (Refer Note: 18 (e))
As per Last Balance Sheet - 910.88
Addition during the year - 2,732.64
Issue of Equity Shares pursuant to conversion of preferential share warrants - (3,643.52)
Closing balance - -
Retained earning
As per Last Balance Sheet 29,061.51 24,345.93
Add: profit for the year 7,528.60 5,609.93
Re-measurement of defined benefit plans (28.92) (15.44)
Less: Dividend paid (5,493.19) (878.91)
Movement during the year 2,006.49 4,715.58
Closing balance 31,068.00 29,061.51
Foreign currency translation reserve
As per last balance sheet 571.04 197.00
For the year 99.78 374.04
Add | Less Adjustments - -
Closing balance 670.82 571.04

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18 Other Equity Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Cash flow hedge reserve (Refer Note: 18 (d))
As per Last Balance sheet (40.60) 154.08
Add: Change in fair value of hedging instrument 111.34 (260.16)
Less: Deferred tax (28.02) 65.48
Closing balance 42.72 (40.60)
Total 41,879.11 39,689.49
Non Controlling Interest
As per Last Balance Sheet 237.33 261.73
Add: profit for the year (149.82) (24.40)
Closing balance 87.51 237.33

Nature of Reserves
(a) Capital reserve
The Group recognises profit and loss on purchase, sale, issue or cancellation of the Group’s own equity instruments to capital reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when Group purchases its own shares out of free reserves or securities
premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision
of the Companies Act, 2013.

(d) Cash flow hedge reserve

The Group uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast
sale. For hedging foreign currency risk, the Group uses foreign currency forward contracts which are designated as cash flow hedges.To
the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve.
Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

(e) Money received against Preferential Share Warrants

During the Financial Year 2020-21, the Parent 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 receipt of 25% of the issue price.
On March16, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares on receipt of balance
75% of the subscription money and on April 29, 2022 the remaining 10,06,500 warrants were converted into equivalent number of
equity shares on receipt of balance 75% of the subscription money.
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 out of which Rs.2732 lakhs were received during FY 2022-23.

(f) Foreign currency translation reserve

The exchange differences arising from the translation of financial statements of foreign operations with functional currency other
than Indian rupees is recognised in other comprehensive income, net of taxes and is presented within equity in the foreign currency
translation reserve.

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Notes forming part of Consolidated Financial Statements

19 Non - Current Lease Liabilities Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Non - Current Lease Liabilities 4,870.38 4,955.05
Total 4,870.38 4,955.05

20 Non-current provision Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits (Refer Note: 41)
For Privilege Leave Liability 129.54 102.88
For Sick Leave Liability 21.20 16.88
For Gratuity 0.32 -
Total 151.06 119.76

21 Income taxes
a) Tax expense recognised in profit and loss Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Current tax expense for the year 2,597.50 2,123.24
(Excess) provision of earlier years (130.42) (197.87)
Net current tax expenses 2,467.08 1,925.37
Deferred Income tax liability / (asset), (net)
Origination and reversal of temporary differences (38.73) 35.38
Total 2,428.35 1,960.75

b) Tax expense recognised in other comprehensive income Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Items that will not be reclassified subsequently to profit or loss
Re-measurements of the defined benefit plans 9.74 5.20
Items that will be reclassified subsequently to profit or loss
Net gain / (loss) on cash flow hedges (28.02) 65.48
Total (18.28) 70.68

c) Reconciliation of effective tax rate Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Profit before tax 9,807.13 7,546.24
Tax using the company's domestic tax rate 2,468.26 1,899.24
Tax rate % 25.17% 25.17%
Tax effect of:
Expenses not deductible for tax purposes 87.94 23.73
Allowances under Income Tax Act 109.66 85.44
Tax Expenses in prior years 262.37 5.49

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c) Reconciliation of effective tax rate Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Differences in tax rate 16.37 18.62
Items allowable for tax purpose on Receipt (189.43) (13.35)
Others (326.82) (58.40)
Total 2,428.35 1,960.75

d) Movement in deferred tax balances

March 31, 2024 Rs. Lakhs
Particulars Net Balance Recognised in Recognised Recognised in Net Balance Deferred tax Deferred tax
April 01, 2023 profit or loss in OCI Other equity March 31,2024 assets liabilities
Deferred tax assets / (liabilities)
Property, plant and equipment (1,077.19) (43.17) - - (1,120.36) (139.59) (980.77)
Cash flow hedge reserve 101.57 - (28.23) - 73.34 - 73.34
Employee benefits 61.59 18.23 9.74 - 89.56 (0.12) 89.68
Provision for doubtful advances 3.32 23.19 - - 26.51 - 26.51
Unused tax credit 12.72 - - - 12.72 12.72 -
Intangibles (20.83) 20.74 - - (0.09) (0.09) -
Net operating loss 584.70 198.02 - - 782.72 782.72 -
Items allowable for tax purpose on (203.36) (187.21) - - (390.57) - (390.57)
Receipt
Right of use assets (ROU) (1,349.37) (9.25) (1,358.62) - (1,358.62)
Lease Liability 1,349.70 13.99 - - 1,363.69 - 1,363.69
Other 39.72 4.41 - - 44.13 (7.21) 51.34
Net Deferred tax assets / (liabilities) (497.43) 38.95 (18.49) - (476.97) 648.43 (1,125.40)

March 31, 2023 Rs. Lakhs

Particulars Net Balance Recognised in Recognised Recognised in Net Balance Deferred tax Deferred tax
April 01, 2022 profit or loss in OCI Other equity March 31,2023 assets liabilities
Deferred tax assets / (liabilities)
Property, plant and equipment (1,002.62) (74.57) - - (1,077.19) (129.68) (947.51)
Cash flow hedge reserve 36.09 - 65.48 - 101.57 - 101.57
Employee benefits 49.00 7.39 5.20 - 61.59 (0.10) 61.69
Provision for doubtful advances 3.32 - - - 3.32 - 3.32
Unused tax credit 12.72 - - - 12.72 12.72 -
Intangibles (40.52) 19.69 - - (20.83) (20.83) -
Net operating loss 363.14 221.56 - - 584.70 584.70 -
Items allowable for tax purpose on - (203.36) - - (203.36) - (203.36)
Receipt
Right of use assets (ROU) (1,368.51) 19.14 - - (1,349.37) - (1,349.37)
Lease Liability 1,368.76 (19.06) 1,349.70 - 1,349.70
Other 47.12 (6.17) - - 39.72 11.18 28.54
Net Deferred tax assets / (liabilities) (531.50) (35.38) 70.68 - (497.43) 457.99 (955.42)

22 Current Lease Liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Current Lease Liability 715.64 569.56
Total 715.64 569.56

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Notes forming part of Consolidated Financial Statements

23 Trade payables Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Dues to micro and small enterprises 279.58 157.99
Others 2,113.29 2,083.07
Total 2,392.87 2,241.06

(i) Trade Payables Ageing

Particulars (As at March 31, 2024) Outstanding for following periods from due date of payment Total
Less than 1 year 1-2 years 2-3 years More than 3
years
(i) MSME 279.58 - - - 279.58
(ii) Others 2,081.68 11.30 2.72 17.59 2,113.29
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues – Others - - - - -
Total 2,361.26 11.30 2.72 17.59 2,392.87

Particulars (As at March 31, 2023) Outstanding for following periods from due date of payment Total
Less than 1 year 1-2 years 2-3 years More than 3
years
(i) MSME 157.99 - - - 157.99
(ii) Others 1,994.52 70.79 - 17.76 2,083.07
(iii) Disputed dues – MSME - - - - -
(iv) Disputed dues – Others - - - - -
Total 2,152.51 70.79 - 17.76 2,241.06

24 Other Current Financial Liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Derivative Foreign exchange forward contracts 5.44 116.78
Employees related payables 159.48 138.01
Unclaimed dividend 115.41 65.95
Payable for capital goods 137.13 45.59
Gratuity Payable (Refer note: 41) 127.16 52.89
Other liabilities 1,085.95 743.92
Total 1,630.57 1,163.14

25 Other current non-financial liabilities Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Advances from customers 87.77 56.63
Statutory dues and other dues payable 179.15 126.65
Other liabilities 7.55 6.40
Total 274.47 189.68

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26 Current provisions Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
Provision for employee benefits (Refer note: 41)
For Privilege Leave Liability 15.72 12.23
For Sick Leave Liability 3.39 2.63
Total 19.11 14.86

27 Income tax liabilities (net) Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Provision for taxation 223.93 119.13
Total 223.93 119.13

28 Revenue from operations Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Sale of products 50,003.23 44,414.36
Other Operating Revenue 54.79 15.80
Export Incentive* 1,975.00 598.32
Total 52,033.01 45,028.48

The Chief Operating Decision Maker (CODM) evaluates the performance of the Group based on revenue and operating income in two
segments i.e. “Processed food and Distribution business”. Accordingly, as per Ind AS-108 (Operating Segment), the required details are
disclosed in note 43.
* Products Link Incentive (PLI) was announced in May 2021, starting with the base year as FY 2021-22 and valid upto FY 2025-26.
Subsequently, MOFPI (Ministry of Foods Processing Industries) has revised the period starting with base year as FY22-23 & valid upto
FY 2026-27. PLI Income of Rs.754.95 Lakh for F.Y. 2021-2022 has been derecognized during FY2022-2023 and recognised income of Rs 808
Lakh for FY 2022-2023, Net Impact of Income in Statement of profit and loss is of Rs 53.05 Lakh

29 Other Income Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest income from
Bank deposits 179.90 77.38
Others 27.95 8.83
Unwinding of discount on security deposit 3.80 4.33
Foreign exchange gain (net) 93.22 463.69
Liabilities no longer required written back 1.91 18.64
Profit on Sale & Fair value of mutual funds 524.02 340.72
Rent Received 0.49 -
Miscellaneous income 275.10 207.46
Total 1,106.39 1,121.05

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Notes forming part of Consolidated Financial Statements

30 Cost of Materials Consumed
(a) Raw materials consumed Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year 643.18 718.79
Add: Purchases (net) 12,558.98 10,287.92
13,202.16 11,006.71
Less: Inventories at the end of the year 857.53 643.18
Total 12,344.63 10,363.53

(b) Packing materials consumed Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year 941.40 781.85
Add: Purchases (net) 4,617.82 4,153.91
5,559.22 4,935.76
Less: Inventories at the end of the year 1,009.31 941.40
Total 4,549.91 3,994.36
Total cost of materials consumed 16,894.54 14,357.89

(c) Purchase of stock-in-trade Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Purchases 6,141.91 5,687.54
Total 6,141.91 5,687.54

31 Changes in inventories of finished goods, stock in trade and work-in-progress Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Inventories at the beginning of the year
Work-in progress 1,647.82 1,463.98
Finished goods 349.49 1,266.50
Stock in trade 2,705.09 3,368.96
4,702.40 6,099.44
Less: Inventories at the end of the year
Work-in progress 1,357.11 1,647.82
Finished goods 284.17 349.49
Stock in trade 1,688.50 2,705.09
3,329.78 4,702.40
Total 1,372.62 1,397.04

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32 Employee Benefits Expense Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Salaries and wages 3,044.87 2,680.37
Contribution to provident fund and other funds 199.26 204.96
Staff welfare expenses 110.22 83.77
Total 3,354.35 2,969.10

33 Finance Costs Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Interest expense on
Borrowing from banks 0.02 39.61
Lease 190.57 171.17
Others 43.04 54.51
Total 233.63 265.29

34 Depreciation and Amortisation Expenses Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Tangible assets 1,256.92 1,098.60
Intangible assets 302.48 274.98
Total 1,559.40 1,373.58

35 Other Expenses Rs. Lakhs

Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Freezing and preservation charges 143.94 104.49
Power & fuel 1,087.38 992.21
Electricity 119.19 75.27
Water charges 39.31 38.59
Rent including lease rent 410.34 501.75
Repairs and maintenance to building 92.05 99.01
Repairs and maintenance to machinery 303.13 210.79
Repairs and maintenance to others 169.40 88.37
Insurance 230.98 183.93
Rates and taxes 209.96 82.66
Communication expenses 67.84 62.79
Travelling and conveyance expenses 488.25 364.39
Motor car expenses 50.86 34.17
Printing and stationery expenses 15.67 14.58
Freight and forwarding expenses 3,489.65 5,431.95
Advertisement 1,069.06 874.06
Sales Promotion/Commission/Claims and marketing expenses 2,907.51 1,339.91
Donations 1.00 -

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Notes forming part of Consolidated Financial Statements

35 Other Expenses Rs. Lakhs
Particulars For the year ended For the year ended
March 31, 2024 March 31, 2023
Legal and professional fees 1,558.10 1,066.76
Payment to auditor 42.30 38.67
CSR expenses 123.35 95.31
Registration and filling fees 8.74 3.75
Directors' sitting fees 37.90 40.78
Loss on sale of fixed assets / assets scrapped 6.39 20.06
Provision for doubtful trade & other receivables 183.40 96.62
Subscription 12.29 11.99
Warehouse Expenses 152.31 81.88
Miscellaneous expenses 755.52 598.10
Total 13,775.82 12,552.85

36. Contingent Liabilities and Commitments

a. Contingent Liabilities Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
1. Claims against the company not acknowledged as debts:
a. Income Tax Matters 474.11 409.83
b. Service Tax Matters 463.53 463.53
c. Goods And Service Tax Matters 71.10 -

d. Legal Cases 24.47 13.19

2. Guarantees:
a. Guarantees given on behalf of subsidiaries (net of margin money) 94.09 80.83
On March 31, 2023, Ascot Valley Foods, Ltd. (“Complainant”) filed a civil complaint against subsidiary, ADF Foods (USA) Ltd., in the
Southern District Court of New York claiming compensatory, direct, and consequential and punitive damages plus pre-judgement and
post-judgement interest. The Complainant alleges that the ADF Foods (USA) Ltd. failed to purchase minimum quantities as set forth
in the co-packing agreement and is also required to pay the Complainant for repurchase of custom materials and packaging and past
due invoices. ADF Foods (USA) Ltd. filed its defense statement along with the statement of counterclaims against Ascot alleging breach
of contract, misappropriation of intellectual property and violations of the Defend Trade Secrets Act for damages to be determined at
trial. The Court held several settlement conferences but was unable to resolve the case. No trial date has yet been set. ADF now wants
to pursue its counterclaims with respect to (i) orders not filled by Ascot, and (ii) for misappropriating ADF’s proprietary information
and selling its products to ADF’s customers unless Ascot makes a reasonable settlement offer. Both parties have served the request for
limited discovery of documents on each other and are currently in the process of completing the process of discovery. As per ADF Foods
(USA) Ltd’s. legal counsel, ADF foods is vigorously defending the claim and pursuing its counterclaims and a definitive opinion on the
probable outcome or estimate of the amount or range of potential loss cannot be provided at this stage of the litigation therefore no
provision has been made in books at March 31, 2024.
Notes:
a. It is not practicable for the group to estimate the timing of cash outflows, if any, in respect of above pending resolution of the
respective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/authorities.

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b. The group does not expect any reimbursements in respect of the above contingent liabilities.

b. Capital commitments Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Capital commitments (net of advances) – for purchase of property, plant and equipment 818.82 2.85

37. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015
Deposits paid to related parties
Interest free security deposit of Rs. 7.50 lakhs (PY 2022-23: Rs. 8.00 lakhs), paid for guest house taken on lease from a Related party.

38. Disclosures in respect of Ind AS 116 - Lease

The group has applied a single discount rate to a portfolio of leases with reasonably similar characteristics
The group has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”
The group has not applied the requirements of Ind AS 116 for leases of low value assets.
Movement of right-of-use assets and depreciation is given in Note no. 4(a) and Interest on account of Ind AS 116 is given in Note no. 33
The group has entered into operating leases on its land, office building, warehouse, plant & machinery and guest house. These leases
have terms of between 3 and 99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis
according to prevailing market conditions. Future minimum contractual rentals payable under non-cancellable operating leases as at
March 31, 2024 are, as follows:
Rs. Lakhs
Particulars As at As at
March 31, 2024 March 31, 2023
i) Not later than one year 891.09 729.76
ii) Later than one year and not later than five years 3,652.94 3,246.74
iii) Later than five years 2,807.55 3,451.18
Total cash outflow is Rs. 1,215.52 Lakhs, which includes short term lease payment recognised in the Statement of Profit and Loss of Rs.
410.34 lakhs and Rs. 805.18 Lakhs related to lease premises on which IND AS 116 is applied.
The Company has discounted lease payments using the applicable incremental borrowing rate as at April 1, 2019, which is 8.85% for
measuring the lease liability.

39. Related Party Disclosures

List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below:
Sr. Related party relationship Name of the Related Parties
No:
1 Key managerial personnel Mr. Bimal R. Thakkar – Chairman, Managing Director and
Chief Executive Officer
Mr. Devang Gandhi – Chief Operating Officer (Till 31.01.2024)
Mr. Shardul Doshi – Chief Financial Officer
Mr. Arjuun Guuha – Director Operations (w.e.f. 31.10.2023)
2 Relative of key managerial personnel Mrs. Mahalaxmi R. Thakkar (Relative of Director)
Mrs. Parul Bimal Thakkar (Relative of Director)
Mr. Shivaan B. Thakkar (Relative of Director)
Sr. Manager Business & Strategy
Mr. Sumer B. Thakkar (Relative of Director)
Sr. Manager Business & Strategy

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Notes forming part of Consolidated Financial Statements

List of related parties as required by Ind AS – 24, “Related Party Disclosure” are given below:
Sr. Related party relationship Name of the Related Parties
No:
3 Key managerial personnel – Non Executive Ms. Deepa Harris
Mr. Jay M. Mehta
Mr. Ravindra Kumar Jain
Mr. Viren A. Merchant
Mr. Chandir Gidwani
Mr. Pheroze Mistry (w.e.f 19.09.2023)
4 Entity in which Director has significant Beneficial Ownership Centrum Capital Limited
H J Thakkar property investment LLP

The following transactions were carried out with the related parties in the ordinary course of business: Rs. Lakhs
Particulars Financial Key Key Relatives Entity in which Total
Year Managerial Managerial of Key Director has
Personnel Personnel – Managerial significant Beneficial
Non Executive Personnel Ownership
Managerial Remuneration 2023-24 485.04 - - - 485.04
2022-23 376.70 - - - 376.70
Salary 2023-24 260.00 - 32.54 - 292.54
2022-23 214.58 - 34.90 - 249.48
Sales Commission 2023-24 - - 38.00 - 38.00
2022-23 - - 15.00 - 15.00
Independent Director’s Sitting fees 2023-24 26.30 - - - 29.50
2022-23 29.50 - - - 29.50
Rent Paid 2023-24 - - 0.50 - 0.50
2022-23 - - 0.50 - 0.50
Rent Received 2023-24 - - - 0.48 0.48
2022-23 - - - - -
Expenses charged by/ reimbursed to 2023-24 - - - - -
other companies 2022-23 - - - 10.00 10.00
Subscription in Equity Shares 2023-24 - - - - -
2022-23 - 23.53 3,620.00 - 3,643.53
Security Deposit Received 2023-24 - - - 0.40 0.40
2022-23 - - - - -

Balances outstanding at the end of the year: Rs. Lakhs

Particulars Financial Key Key Relatives Entity in which Total
Year Managerial Managerial of Key Director has
Personnel Personnel – Managerial significant Beneficial
Non Executive Personnel Ownership
Non-Current loans (Security Deposit) 2023-24 - - 7.50 - 7.50
2022-23 - - 8.00 - 8.00
Other Payables 2023-24 146.61 - 38.00 0.40 184.61
2022-23 49.95 - 15.00 10.80 75.75

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Material related party transactions as under: Rs. Lakhs
Particulars Name of the related parties As at As at
March 31, 2024 March 31, 2023
Managerial Remuneration Mr. Bimal R. Thakkar 485.04 376.70
Salary Mr. Shivaan R. Thakkar - 10.77
Mr. Sumer B. Thakkar 32.54 24.13
Mr. Devang Gandhi 101.61 111.63
Mr. Shardul Doshi 118.88 102.96
Mr. Arjuun Guha 47.24 -
Sales Commission Mr. Sumer B. Thakkar 38.00 15.00
Non-Executive Directors Sitting Fees Ms. Deepa Harris 5.50 6.00
Mr. Jay M. Mehta 3.20 4.20
Mr. Ravindra Kumar Jain 6.00 7.00
Mr. Viren A. Merchant 3.10 4.80
Mr. Chandir Gidwani 7.00 7.50
Mr. Pheroze Mistry 1.50 -
Rent Mrs. Mahalaxmi R. Thakkar 0.50 0.50
Subscription in Equity Shares Refer Note 18 (e) Mr. Shivaan B. Thakkar - 1,130.88
Mr. Sumer B. Thakkar - 1,131.61
Mrs. Parul Bimal Thakkar - 1,357.50
Mr. Jay M. Mehta - 23.53
Expenses charged by/ reimbursed to other companies Centrum Capital Limited - 10.00
Balances outstanding at the end of the year:
Non-Current loans (Security Deposit) Mrs. Mahalaxmi R. Thakkar 7.50 8.00
Other payable Mr. Bimal R. Thakkar 146.61 49.95
Mr. Sumer B Thakkar 38.00 15.00
Centrum Capital Limited - 10.80

Compensation to Key Managerial Personnel is as follows: Rs. Lakhs

Particulars As at As at
March 31, 2024 March 31, 2023
Short term employee benefits 8.42 5.78
Post-retirement benefits 9.77 5.44
Share based payment transactions - -

40. Financial and derivative instruments – Hedge Accounting

i) Impact of hedging activities
a. Disclosure of effects of hedge accounting on financial position:
March 31, 2024 Rs. Lakhs
Types of hedge and risks Nominal value Carrying amount of Maturity Hedge Changes in fair Change in the value of hedged
hedging instrument date ratio* value of hedging item used as the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge effectiveness
Cash flow hedge foreign 8,956.03 - - 5.44 April 2023 to 01:01 111.34 (111.34)
exchange risk foreign March 2024
exchange forward contracts

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Notes forming part of Consolidated Financial Statements

March 31, 2023 Rs. Lakhs
Types of hedge and risks Nominal value Carrying amount of Maturity Hedge Changes in fair Change in the value of hedged
hedging instrument date ratio* value of hedging item used as the basis for
Assets Liabilities Assets Liabilities instrument recognising hedge effectiveness
Cash flow hedge foreign 13,669.35 - - 116.78 April 2023 to 01:01 (260.16) 260.16
exchange risk foreign March 2024
exchange forward contracts
* The foreign exchange forward contracts are denominated in the same currency as the highly probable sale therefore the hedge ratio is 1:1

b. Disclosure of effects of hedge accounting on financial performance

March 31, 2024
Type of Hedge Change in the value of Hedge Amount reclassified Line item affected in
hedging instrument ineffectiveness from cash flow statement of profit
recognised in other recognised in hedge reserve to and loss because of
comprehensive income profit or (loss) profit or loss the reclassification
Cash flow hedge foreign exchange risk 111.34 - - -

March 31, 2023

Type of Hedge Change in the value of Hedge Amount reclassified Line item affected in
hedging instrument ineffectiveness from cash flow statement of profit
recognised in other recognised in hedge reserve to and loss because of
comprehensive income profit or (loss) profit or loss the reclassification
Cash flow hedge foreign exchange risk (260.16) - - -

The group’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the
inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship
exists between the hedged item and hedging instrument. The group enters into hedge relationships where the critical terms of the
hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If
changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms
of the hedging instrument, the group uses the hypothetical derivative method to assess effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging
instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign
currency forecast sale may arise if:
- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction,
interest resets changes from what was originally estimated), or
- Differences arise between the credit risk inherent within the hedged item and the hedge instrument.
Refer Note -18 for the details related to movement in cash flow hedge reserve.

41. Employee Benefits

a) Defined contribution plans
Amount of Rs. 108.39 lakhs (PY 2022-23: Rs. 93.81 lakhs) representing contribution to provident fund is recognised as an expense
and is included in “Employee benefits expenses” in the Statement of Profit and Loss.
Amount of Rs. 9.29 lakhs (PY 2022-23: Rs. 8.27 lakhs) representing contribution to Employee State Insurance scheme is recognised
as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

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b) Defined benefit plan
Compensated absence
Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in
future and are en-cashable. Amount of Rs 145.26 lakhs (PY 2022-23: Rs. 115.11 lakhs) has been recognised in balance sheet of which Rs
129.54 lakhs (PY 2022-23: Rs. 102.88 lakhs) shown under long term provision and balance Rs. 15.72 lakhs (PY 2022-23: Rs. 12.23 lakhs)
is shown under short term provision as given in the Actuarial report as on March 31, 2024.
Expenses of Rs. 54.85 lakhs (PY 2022-23: Rs. 40.71 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in
future and are non en-cashable. Amount of Rs. 24.59 lakhs (PY 2022-23: Rs. 19.51 lakhs) has been recognised in balance sheet of which
Rs. 21.20 lakhs (PY 2022-23: Rs. 16.88 lakhs) shown under long term provision and balance Rs. 3.39 lakhs (PY 2022-23: Rs. 2.63 lakhs)
is shown under short term provision as given in the Actuarial report as on March 31, 2024.
Expenses of Rs. 4.85 lakhs (PY 2022-23: Rs. 3.71 lakhs) are recognised in the Statement of Profit and Loss.

Gratuity
Funded
The group has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying
employees as statutorily required under the Payment of Gratuity Act, 1972. The group has made irrevocable contribution of funds to
LIC of India.
The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit
method, with actuarial valuations being carried out at each Balance Sheet date.
Unfunded
Amount of Rs. 0.33 Lakhs (PY 2022-23: Rs. 0.00 Lakhs) has been recognised in balance sheet of which Rs. 0.33 Lakhs (PY 2022-23:
Rs. 0.00 Lakhs) shown under long term provision and balance Rs.0.00 lakhs* (PY 2022-23: Rs. 0.00 Lakhs) is shown under short term
provision as given in the Actuarial report as on March 31, 2024.
*figures Indicates less then Rs 1,000/-
The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit
method, with actuarial valuations being carried out at each Balance Sheet date.
Rs. Lakhs
Particulars Gratuity (funded and unfunded)
2023-24 2022-23
I Present value of obligation
Liability at the beginning of the year 295.79 248.69
Interest cost 22.24 17.98
Current service cost 31.64 28.06
Liabilities Transferred in/Acquisition - -
(Liability Transferred Out/ Divestments) - -
Benefit paid (10.82) (16.81)
Benefit payable by the Company - -
Actuarial (gain) / loss on obligations - Due to change in Demographic - -
assumptions
Actuarial (gain) / loss on obligations - Due to change in financial assumptions 7.62 (6.59)
Actuarial (gain) / loss on obligations – Due to experience adjustment 24.30 24.45
Liability at the end of the year 370.77 295.79

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Rs. Lakhs
Particulars Gratuity (funded and unfunded)
2023-24 2022-23
II Change in Plan Assets
Fair value of plan assets at the beginning of the year 242.90 207.88
Interest Income 18.27 15.03
Actual return on plan assets - -
Employer’s Contributions - 39.57
Benefit paid (10.82) (16.81)
Re-measurement – return on assets (6.73) (2.78)
Fair value of plan assets at the end of the year 243.62 242.90
III Amount recognised in the balance sheet
Liability at the end of the year 370.78 295.79
Fair value of plan assets at the end of the year 243.61 242.90
Net (Liability)/Asset Recognized in the Balance Sheet 127.16 52.89
IV Expenses recognised in the Statement of Profit and Loss
Current service cost 31.64 28.06
Interest cost 3.98 2.95
Actual return on plan assets - -
Net actuarial (gain) / loss to be recognized - -
Expense recognised in Statement of Profit and Loss 35.62 31.01
V Amount recognized in Other Comprehensive Income
Actuarial (Gains)/Losses on Obligation For the Period 31.92 17.86
Return on Plan Assets, Excluding Interest Income 6.73 2.78
Net (Income)/Expense For the Period Recognized in OCI 38.65 20.64
VI Actuarial assumptions :
Discount rate 7.23% 7.52%
Rate of return on plan assets 7.23% 7.52%
Salary escalation 6.00% 6.00%
Mortality Indian Assured lives Mortality(2012-14)
Ultimate

Maturity Analysis of the Benefit Payments: From the Fund Rs. Lakhs
Projected Benefits Payable in Future Years From the Date of Reporting 2023-24 2022-23
1st Following Year 26.51 18.23
2nd Following Year 16.29 17.78
3rd Following Year 35.59 18.64
4th Following Year 29.27 29.63
5th Following Year 28.54 23.64
Sum of Years 6 to 10 222.78 173.85
Sum of Years 11 and above 345.88 314.76

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Sensitivity Analysis Rs. Lakhs
Particulars 2023-24 2022-23
Projected Benefit Obligation on Current Assumptions 370.78 295.79
Delta effect on + 1% Change in Rate of Discounting (25.18) (20.98)
Delta effect on - 1% Change in Rate of Discounting 28.51 23.82
Delta effect on + 1% Change in Rate of Salary Increase 28.57 23.94
Delta effect on - 1% Change in Rate of Salary Increase (25.68) (21.46)
Delta effect on + 1% Change in Rate of Employee Turnover 1.16 1.48
Delta effect on - 1% Change in Rate of Employee Turnover (1.39) (1.73)

42. Computation of earnings per share Rs. Lakhs

Particulars 2023-24 2022-23
Profit after tax 7,528.60 5,609.89
Weighted average number of equity shares for basic EPS 10,98,63,595 10,94,77,540
Weighted average number of equity shares for diluted EPS 10,98,63,595 10,94,77,540
Earnings per share
Basic 6.85 5.12
Diluted 6.85 5.12
Nominal value of shares 2.00 2.00
Note: Face value has been reduced from Rs. 10 each to Rs. 2 each w.e.f 11.09.2023

43. Segment Reporting

Operating segments:
The Operating Segment is the level at which discrete financial information is available. Business segments are identified considering:
a) the nature of products and services
b) the differing risks and returns
c) the internal organisation and management structure, and
d) the internal financial reporting systems.
Revenue and expenses directly attributable to segments are reported under each reportable segment.
Exceptional items and other expenses which are not attributable or allocable to segments are separately disclosed. Assets and liabilities
that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are
disclosed as unallocable assets and liabilities. The Company has identified following 2 reportable segments, in a manner consistent with
internal reporting provided to the Chief Operating Decision Maker:
1. Process and Preserved food
2. Distribution Business

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Notes forming part of Consolidated Financial Statements

Primary Segment Disclosure – Business segment for the year ended March 31, 2024
Particulars Financial Year Process and Distribution Total
Preserved foods Business
A Segment Revenue from operations
External Revenue 2023-24 43,221.29 8,811.72 52,033.01
2022-23 36,215.04 8,813.44 45,028.48
Less: Intersegment Revenue 2023-24 - - -
2022-23 - - -
Total segment revenue 2023-24 43,221.29 8,811.72 52,033.01
2022-23 36,215.04 8,813.44 45,028.48
Segment results 2023-24 11,010.08 757.57 11,767.65
2022-23 8,124.88 996.02 9,120.90
Add/(Less):
Finance Cost 2023-24 - - (233.64)
2022-23 - - (265.29)
Other Unallocable income /(expenditure) 2023-24 - - (1,726.88)
2022-23 - - (1,309.37)
Profit before Exceptional Items and Tax 2023-24 - - 9,807.13
2022-23 - - 7,546.24
Exceptional Items 2023-24 - - -
2022-23 - - -
C Profit before tax for the year 2023-24 - - 9,807.13
2022-23 - - 7,546.24
D Segment Assets 2023-24 33,662.32 10,118.88 43,781.20
2022-23 26,152.83 14,233.62 40,386.45
Add: Unallocable corporate assets 2023-24 - - 11,823.95
2022-23 - - 12,103.13
Total Assets 2023-24 - - 55,605.15
2022-23 - - 52,489.58
E Segment Liabilities 2023-24 3,450.09 5,289.37 8,739.46
2022-23 1,169.45 7,440.58 8,610.03
Add: Unallocable corporate liabilities 2023-24 - - 2,663.97
2022-23 - - 1,717.63
Total Liabilities 2023-24 11,403.43
2022-23 10,327.66
F Capital Employed (Assets – Liabilities) 2023-24 30,212.23 4,829.51 35,041.74
2022-23 24,983.38 6,793.04 31,776.42
Add: Unallocable Capital Employed 2023-24 - - 9,159.98
2022-23 - - 10,385.50
Total Capital Employed 2023-24 44,201.72
2022-23 42,161.92

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44. The Holding Company held majority shareholding in Power Brands (Foods) Private Limited ('PBFPL'). It presently holds 2,08,85,992
fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lakhs in Financial Year 2012-13).
PBFPL is presently under voluntary liquidation process.
Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’ voluntary liquidation. In
the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated
March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion
to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other
liabilities.
By virtue of the above distribution, the group received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lakhs by an
independent valuer) in lieu of its investment in PBFPL’s equity shares of Rs. 2,211.08 lakhs. Accordingly, the group capitalised the said
brand in its books at Rs. 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08
lakhs and carried the balance of Rs. 724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.
During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution
dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree, Mumbai and part of cash and bank balance
to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with
its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was
accounted for in the group's Statement of Profit & Loss under the head exceptional item.
Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the
group has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil
value.

45. Financial instruments – Fair values and risk management

Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the
fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the
carrying amount is a reasonable approximation of fair value.
Rs. Lakhs
March 31, 2024 Carrying amount Fair value Total
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3
through profit other comprehensive Cost
and loss income
Financial Assets
Non -Current
Loans - - 13.33 13.33 - - - -
Other financial assets 166.35 - 178.74 345.09 - 166.35 - 166.35
Current
Investments 7,672.59 - - 7,672.59 7,672.59 - - 7,672.59
Trade Receivables - - 10,845.74 10,845.74 - - - -
Cash and - - 5,968.97 5,968.97 - - - -
cash equivalents
Bank balance other - - 808.53 808.53 - - - -
than Cash and
cash equivalents
Loans - - 10.08 10.08 - - - -
Other financial assets - - 2,835.30 2,835.30 - - - -
Total 7,838.94 - 20,660.69 28,499.63 7,672.59 166.35 - 7,838.94

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Rs. Lakhs
March 31, 2024 Carrying amount Fair value Total
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3
through profit other comprehensive Cost
and loss income
Financial Liabilities
Non-Current
Lease Liabilities - - 4,870.38 4,870.38 - - - -
Current
Lease Liabilities - - 715.64 715.64 - - - -
Trade payables - - 2,392.87 2,392.87 - - - -
Other financial liabilities - 5.44 1,625.13 1,630.57 - 5.44 - 5.44
Total - 5.44 9,604.02 9,609.46 - 5.44 - 5.44

Rs. Lakhs
March 31, 2023 Carrying amount Fair value
Fair value Fair value through Amortised Total Level 1 Level 2 Level 3 Total
through profit other comprehensive Cost
and loss income
Financial Assets
Non -Current
Loans - - 8.82 8.82 - - - -
Other financial assets 173.94 - 104.21 278.15 - 173.94 - 173.94
Current
Investments 7,998.73 - - 7,998.73 7,998.73 - - 7,998.73
Trade Receivables - - 9,425.56 9,425.56 - - - -
Cash and cash equivalents - - 3,987.51 3,987.51 - - - -
Bank balance other - - 2,361.34 2,361.34 - - - -
than Cash and
cash equivalents
Loans 14.43 - - 14.43 - - - -
Other financial assets - - 1,572.50 1,572.50 - - - -
Total 8,187.10 - 17,458.37 25,645.47 7,998.73 173.94 - 8,172.67
Financial Liabilities
Non-Current
Lease Liabilities - - 4,955.05 4,955.05 - - - -
Current
Lease Liabilities - - 569.56 569.56 - - - -
Trade payables - - 2,241.06 2,241.06 - - - -
Other financial liabilities - 116.78 1,046.36 1,163.14 - 116.78 - 116.78
Total - 116.78 8,812.03 8,928.81 - 116.78 - 116.78

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Fair Value Hierarchy
The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in
the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and lowest priority to unobservable inputs (Level 3 measurements).
The categories used are as follows:
ƒ Level 1: Quoted prices for identical instruments in an active market;
ƒ Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and
ƒ Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values
are consistent with prior years.
Financial assets and liabilities measured at fair value as at Balance Sheet date:
1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund
units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual
fund and the price at which issuers will redeem such units from the investors.
2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable inputs.
The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.
3. Loans – Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the
anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

46. Financial Risk Management

The group’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The group’s primary focus is to foresee
the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market
risk to the group is foreign exchange risk. The group uses derivative financial instruments - foreign currency forward contracts to mitigate
foreign exchange related risk exposures. The group’s exposure to credit risk, excluding receivables from related parties, is influenced mainly
by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.
Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a
financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.
Group’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the
statement of financial position.
The group considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit
risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the group
compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It
considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:
a. Historical trend default in case of applicable financial asset
b. actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant
change to the counter party’s ability to meet its obligations

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c. Other applicable macroeconomic information such as regulatory changes
A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the
date when they fall due. This definition of default is determined by considering the business environment in which entity operates
and other macro-economic factors.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 10,845.74 lakhs
(March 31, 2023 – Rs. 9,425.56 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk
is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to
which the group grants credit terms in the normal course of business. The group expects that estimate of expected credit loss for
impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at reporting
date other than disclosed in Note 11 and Management continuously assesses the requirement for provision on ongoing basis.
During the period, the group made no write-offs of trade receivables except for those disclosed in Note 35.

(ii) Liquidity Risk

Liquidity risk is the risk that the group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The group's approach to managing liquidity is to ensure, as far as possible, that
it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the group’s reputation.
The Management regularly monitors rolling forecasts of the group's liquidity position on the basis of expected cash flows to ensure it
has sufficient cash to meet ongoing operational fund requirements.
Rs. Lakhs
March 31, 2024 Carrying Contractual cash flows
Amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Financial Liabilities
Non-Current
Borrowings - - - - - -
Lease liabilities 4,870.38 4,870.38 - 770.33 2,466.18 1,633.87
Current
Borrowings - - - - - -
Lease liabilities 715.64 715.64 715.64 - - -
Trade payables
a) Total outstanding dues of Micro 279.58 279.58 279.58 - - -
Enterprises and Small Enterprises
b) Total outstanding dues of creditors 2,113.29 2,113.29 2,113.29 - - -
other than Micro Enterprises and
Small Enterprises
Other Financial Liabilities 1,630.57 1,630.57 1,630.57 - - -
Total 9,609.46 9,609.46 4,739.08 770.33 2,466.18 1,633.87

Rs. Lakhs
March 31, 2023 Carrying Contractual cash flows
Amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Financial Liabilities
Non-Current
Borrowings - - - - - -
Lease liabilities 4,955.05 4,955.05 - 607.97 2,034.12 2,312.96

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Rs. Lakhs
March 31, 2023 Carrying Contractual cash flows
Amount Total Within 12 1-2 years 2-5 years More than
months 5 years
Current
Borrowings - - - - - -
Lease liabilities 569.56 569.56 569.56 - - -
Trade payables
a) Total outstanding dues of Micro 157.99 157.99 157.99 - - -
Enterprises and Small Enterprises
b) Total outstanding dues of creditors 2,083.07 2,083.07 2,083.07 - - -
other than Micro Enterprises and
Small Enterprises
Other Financial Liabilities 1,163.14 1,163.14 1,163.14 - - -
Total 8,928.81 8,928.81 3,973.76 607.97 2,034.12 2,312.96

(iii) Currency Risk

The group operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with
respect to the USD & GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the group’s functional currency. The risk is measured through a forecast of highly probable
foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast
transactions.
The Group’s risk management policy is to consider 100% of forecasted net exposures for period of 1 to 3 months of export sales and 70%
of forecasted net exposures for 4 to 12 months of export sales for hedge purpose under hedge program.
In accordance with its risk management policies and procedures, the group uses foreign currency forward contracts to hedge its risks
associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the
purpose of being a hedge, the group negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the
effectiveness of the hedged item and hedging relationship based on economic relationship.
The carrying amount of the group’s exposure to foreign currency at the end of the reporting period expressed in INR, are as follows:

a) Trade and other receivables Rs. Lakhs

Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 109.45 9,129.00 101.09 8,305.86
GBP 15.99 1,679.23 11.71 1,189.84

b) Trade payable Rs. Lakhs

Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 4.00 333.41 6.92 568.58
GBP 1.36 142.83 1.90 193.32
CAD 0.11 6.57 0.17 10.32
EURO - - - -

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Notes forming part of Consolidated Financial Statements

c) EEFC balance Rs. Lakhs
Foreign currency As at March 31, 2024 As at March 31, 2023
Amount Amount Amount Amount
(in original currency) (in original currency)
USD 11.91 993.31 14.42 1,185.11
GBP 1.17 123.16 0.51 52.19

Particulars Year End Spot rate

As at As at
March 31, 2024 March 31, 2023
USD / INR 83.4000 82.1650
GBP / INR 105.0300 101.6100
CAD/ INR 61.2700 60.6600
EURO/INR 89.8700 89.4300

Sensitivity for above exposures

A fluctuation in the exchange rates of 5% with other conditions remaining unchanged would have the following effect on group’s profit
or loss after taxes as at March 31, 2024 and March 31, 2023
Rs. Lakhs
Particulars Impact on profit after tax
For the year ended For the year ended
March 31, 2024 March 31, 2023
USD / INR increase by 5% 435.74 289.49
USD / INR decrease by 5% (435.74) (289.49)
GBP / INR increase by 5% 76.82 37.28
GBP / INR decrease by 5% (76.82) (37.28)
CAD / INR increase by 5% (0.33) (0.39)
CAD / INR decrease by 5% 0.33 0.39
EURO / INR increase by 5% - -
EURO / INR decrease by 5% - -

47. Disclosures of additional information pertaining to the parent company and subsidiaries, as required
under schedule III to the Companies Act, 2013
Rs. Lakhs
March 31, 2024 Net Assets (Total assets Share in Profit / (Loss) Share in Other Share in Total
minus Total liabilities) account Comprehensive Comprehensive Income
Income (OCI) (TCI)
As % of Net Assets As % of Profit/ As % of OCI As % of TCI
Consolidated Consolidated (Loss) Consolidated Consolidated
net assets profits OCI TCI
Parent Company
ADF Foods Limited 102.01 45,090.56 107.93 7,963.95 36.89 54.40 106.54 8,018.35
Indian Subsidiary
ADF Foods (India) Limited 0.13 57.85 (0.21) (15.32) - - (0.20) (15.32)
Telluric Foods 1.73 766.52 (3.82) (281.76) - - (3.74) (281.76)
(India) limited
Foreign Subsidiaries

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Rs. Lakhs
March 31, 2024 Net Assets (Total assets Share in Profit / (Loss) Share in Other Share in Total
minus Total liabilities) account Comprehensive Comprehensive Income
Income (OCI) (TCI)
As % of Net Assets As % of Profit/ As % of OCI As % of TCI
Consolidated Consolidated (Loss) Consolidated Consolidated
net assets profits OCI TCI
Direct Subsidiary
ADF Foods UK Limited 21.06 9,308.15 1.98 146.14 8.86 13.07 2.12 159.21
Step down Subsidiary
ADF Holdings 17.49 7,728.71 (5.24) (386.76) 54.25 80.00 (4.08) (306.75)
(USA) Limited
Elimination (42.42) (18,750.07) (0.64) (47.45) - (0.63) (47.45)
Total 100.00 44,201.72 100.00 7,378.78 100.00 147.47 100.00 7,526.25

Rs. Lakhs
March 31, 2023 Net Assets (Total assets Share in Profit / (Loss) Share in Other Share in Total
minus Total liabilities) account Comprehensive Comprehensive Income
Income (OCI) (TCI)
As % of Net Assets As % of Profit/ As % of OCI As % of TCI
Consolidated Consolidated (Loss) Consolidated Consolidated
net assets profits OCI TCI
Parent Company
ADF Foods Limited 100.96 42,565.38 107.43 6,000.66 (146.50) (210.11) 101.08 5,790.55
Indian Subsidiary
ADF Foods (India) Limited 0.05 23.17 (0.10) (5.61) - - (0.10) (5.61)
Telluric Foods (0.24) (101.67) (3.61) (201.67) - (3.52) (201.67)
(India) limited
Foreign Subsidiaries
Direct Subsidiary
ADF Foods UK Limited 21.70 9,148.99 3.61 201.37 9.28 13.31 3.75 214.61
Step down Subsidiary
ADF Holdings 19.06 8,035.56 (7.21) (402.52) 237.22 (1.09) (62.29)
(USA) Limited 340.22
Elimination (41.53) (17,509.51) (0.11) (6.64) - (0.12) (6.64)
Total 100.00 42,161.92 100.00 5,585.49 100.00 143.42 100.00 5,728.91

48. Details of subsidiaries

The companies considered in the consolidated financial statements are:
Name of the Company Country of % of holding held by the group % of holding Non-controlling
incorporation As at Interest (NCI) As at
March 31, 2024 March 31, 2023 March 31, 2024 March 31, 2023
ADF Foods (India) Limited India 100% 100% 0% 0%
Telluric Foods (India) Limited and its' subsidiary India 100% 100% 0% 0%
ADF Foods UK Limited UK 100% 100% 0% 0%
ADF Holdings (USA) Limited and its' subsidiary USA 100% 100% 0% 0%
Power Brands (Foods) Private Limited * India 99.99% 99.99% 0.01% 0.01%
* Under member’s voluntary liquidation vide special resolution passed by the members on November 5, 2012

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Notes forming part of Consolidated Financial Statements

49. The Board has recommended final dividend @ 60% i.e Rs. 1.20/- per equity share of face value Rs. 2/- each for the financial year ended
March 31, 2024. The record date for the final Dividend is fixed as July 26, 2024 to ascertain the number of Shareholders of the Company
entitled for the payment of Dividend.

50. The Company has availed the facility of packing credit and as on march 31, 2024, there is no overdrawn amount.
The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.
The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

51. Information's required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed
in the financial statements to the extent applicable.

52. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards
Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020
on November 13, 2020. However, the date on which the code will come into effect has not been notified. The Company will assess the
impact and will record any related impact in the period once the code becomes effective.

53. The Group has not advanced or loaned or invested (either from borrowed funds or share premium or any other source of funds) to other
person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise)
that the intermediary shall whether directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or behalf of the Group (Ultimate Beneficiaries) or provide any guarantee, security or like on or behalf of the Ultimate Beneficiaries.
The Group has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the Group shall either directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.

For and on behalf of the Board of Directors

Bimal R. Thakkar Shardul A. Doshi Shalaka Ovalekar

Chairman, Managing Director & C.E.O. Chief Financial Officer Company Secretary
DIN: 00087404 Place: Mumbai Membership No: A15274
Place: Mumbai Place : Mumbai
Date : May 09, 2024

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 Corporate Overview
Statutory Reports
Financial Statements

FORM AOC - I
(Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries

Sr. Name of subsidiary ADF Foods Telluric Foods ADF Foods UK Limited - ADF Holdings (USA)
No. (India) Limited (India) Limited Wholly owned subsidiary Limited and its’ subsidiary
- Wholly owned and its’ - step down subsidiary
subsidiary subsidiary
1 The date since when subsidiary 7th December 2009 8th July 2022 6th September 2002 22nd September 2010
was acquired
2 Reporting period for the 1st April 2023 1st April 2023 1st April 2023 1st April 2023
subsidiary concerned, if to to to to
different from the holding 31st March 2024 31st March 2024 31st March 2024 31st March 2024
company's reporting period
3 Reporting currency and Rupees Rupees £ = INR 105.03 $ = INR 83.41
exchange rate as on the last
date of the relevant financial
year in the case of foreign
subsidiary
Rs. / lakhs Rs. / lakhs £ Rs. / lakhs $ Rs. / lakhs
4 Share Capital 105.00 1,250.00 92,23,022.01 8,628.08 1,34,15,133.30 8,729.11
5 Reserves & Surplus (47.15) (483.49) 5,39,026.10 680.07 (38,71,852.20) (1,000.41)
6 Total assets 64.56 871.74 1,00,36,545.87 9,597.57 1,70,51,677.51 13,991.46
7 Total liabilities 6.71 105.23 2,74,580.42 289.42 75,08,396.38 6,262.75
8 Investments - - - - - -
9 Turnover 116.57 282.00 20,73,057.25 2,156.45 1,52,22,593.77 12,608.78
10 Profit before taxation (15.25) (364.53) 1,67,426.18 176.17 (6,31,348.52) (491.60)
11 Provision for tax 0.07 (82.78) 28,409.11 30.04 (1,25,699.47) (104.85)
12 Profit after tax (15.32) (281.75) 1,39,017.07 146.13 (5,05,649.05) (386.76)
13 Proposed dividend - - (62.83) (0.06) - -
14 % of share holding 100% 100% 100% 100% 100% 100%
Power Brands (Foods) Pvt. Ltd. (PBFPL), 99.99% subsidiary of Company, has gone for voluntary liquidation vide Special Resolution passed
by its’ Members’ on 5th November, 2012

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS For and on behalf of the Board
Firm Registration Number 104607W/W100166

Sai Venkata Ramana Damarla Bimal R. Thakkar ShardulA.Doshi Shalaka Ovalekar

Partner Chairman Chief Financial Officer Company Secretary
Membership Number 107017 Managing Director & C.E.O. Place: Mumbai Membership No: A15274
Place: Mumbai DIN: 00087404 Place: Mumbai
Date: May 09, 2024 Place: Mumbai Date: May 09, 2024

277