ADF Foods Ltd Directors Report

Dear Shareholders,

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

A. FINANCIAL RESULTS:

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

(RS in Lakhs except per share data)

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

Previous years figures have been re-grouped wherever necessary.

FINANCIAL PERFORMANCE

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

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

B. BUSINESS DEVELOPMENT:

Brand Performance:

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

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

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

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

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

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

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

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

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

D. SHARE CAPITAL:

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

The Paid-up Share Capital as on the date of this Report is f 21,97,27,190/- (Rupees Twenty One Crore Ninety Seven Lakh Twenty Seven Thousand One Hundred and Ninety Only) divided into 10,98,63,595 (Ten Crore Ninety Eight Lakh Sixty Three Thousand Five Hundred and Ninety Five) equity shares of 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 issued an Interim Dividend of RS 0.60/- per share (i.e. 30%) on equity share of face value of RS 2/- each in the month of November, 2024, involving a cash outflow of f 6.59 crore.

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

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

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

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

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

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

F. TRANSFER TO RESERVES:

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

G. SUBSIDIARY COMPANIES:

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

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

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

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

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

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

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

H. BOARD OF DIRECTORS AND COMMITTEES:

• Directors

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

• Appointments / Re-appointments

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

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

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

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

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

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

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

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

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

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

• Relationship between Directors Inter-se

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

• Meetings of Board of Directors

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

• Committees of the Board

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

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

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

The other Committees of the Board are:

i) Nomination and Remuneration Committee

ii) Shareholders Grievance/ Stakeholders Relationship Committee

iii) Corporate Social Responsibility Committee

iv) Risk Management Committee

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

• Directors Responsibility Statement

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

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

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

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

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

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

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

• Independent Directors Declaration

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

• Independence of the Board

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

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

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

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

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

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

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

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

• Meeting of Independent Directors

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

• Performance Evaluation of the Board

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

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

• Familiarization Programme for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance, legal and marketing. Their presence on the Board has been advantageous and fruitful in taking business decisions. Independent Directors are appointed as per the Governance guidelines of the Company, with management expertise and wide range of experience. The Directors appointed by the Board are given induction and orientation with respect to the Companys 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 Companys website at www.adf-foods.com to enable them to familiarize with the Companys procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/ Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

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

• Policy of Directors Appointment and Remuneration

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

I. CASH FLOW STATEMENT:

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

J. CONSOLIDATED ACCOUNTS:

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

K. GOVERNANCE:

• Corporate Governance Report & Management Discussion and Analysis Report

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

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

• Vigil Mechanism/Whistle Blower Policy

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

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

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

• Nomination and Remuneration Policy

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

• Risk Management Framework

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

• Internal Financial Controls

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

• Other Policies under the SEBI Listing Regulations

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

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

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

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

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

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

L. PARTICULARS OF EMPLOYEES:

• Key Managerial Personnel (KMP)

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

• Employees

During the Financial Year 2024-25, no employee received remuneration exceeding the monetary threshold of RS1.02 crore per annum or RS 8.50 lakh per month (if employed for part of the year), as specified under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, except for the following:

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

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

• Mr. Shardul Doshi, Chief Financial Officer;

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

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

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

• Human Resource and Employee Relations

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

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

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

N. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

O. PUBLIC DEPOSITS:

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

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

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

Transfer of Equity Shares to the Demat account of IEPF Authority

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

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

Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

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

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

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

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

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

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

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

R. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

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

S. ANNUAL RETURN:

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

T. AUDITORS AND THEIR REPORT:

• Statutory Auditors

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

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

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

• Secretarial Auditors

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

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

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

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

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

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

• Internal Auditors

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

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

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

• Cost Records and Audit

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

• Details with respect to fraud reported by the Auditors

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

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

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

V. LISTING OF SHARES:

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

W. TECHNOLOGY AND QUALITY:

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

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

X. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

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

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

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

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

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

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

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

BB. DISCLOSURE REQUIREMENTS:

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

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

CC. ACKNOWLEDGEMENTS:

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

	For and on Behalf of the Board of Directors
	Bimal R. Thakkar Chairman, Managing Director & CEO DIN:00087404
Mumbai, 14th May, 2025
Registered Office: 83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat Tel.: 0268-2551381/2, Fax: 0268-2565068; E-mail: infoffladf-foods.com: Website: www.adf-foods.com CIN: L15400GJ1990PLC014265

ANNEXUREI

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 9^th August, 2014 and approved by the Board of Directors in their Meeting on 11^th August, 2014. The said Policy was amended by the Board of Directors in their Meeting held on 14^th May, 2025.

Objective and purpose of the Policy:

The objective and purpose of this policy is:

• To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and NonExecutive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

• To determine remuneration based on the Companys size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry.

• To carry out evaluation of the performance of Directors.

• To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

• 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 1^st April, 2014.

Constitution of the Nomination and Remuneration Committee:

The Board has changed the nomenclature of Remuneration Committee constituted on 8^th May, 2002 by renaming it as Nomination and Remuneration Committee on 28^th May, 2014.

The Constitution of the Nomination and Remuneration Committee is in conformation with the requirements of Regulation 19 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has the power to reconstitute the Committee consistent with the Companys policy and applicable statutory requirement.

Definitions:

• Board means Board of Directors of the Company.

• Directors mean Directors of the Company.

• Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board.

• Company or ADF means ADF Foods Limited.

• 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.

• 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.

• Senior Management 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:

• Directors (Executive and Non-Executive)

• Key Managerial Personnel

• 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.

• The key features of this Companys policy shall be included in the Boards Report.

PART - A

MATTERS TO BE DEALT WITH, PERUSED AND RECOMMENDED TO THE BOARD BY THE NOMINATION AND REMUNERATION COMMITTEE

The Committee shall:

• 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;

• 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.

• formulate criteria for evaluation of performance of Independent Directors and the Board of Directors;

• devise a policy on diversity of Board of Directors;

• 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.

• Recommend to the Board, appointment and removal of Director, KMP and Senior Management Personnel.

• 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.

• recommend to the Board, all remuneration, in whatever form, payable to senior management and KMPs.

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 reappointment on passing of a Special Resolution by the Company and disclosure of such appointment in the Boards 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.

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.

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, KMPs 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 NonExecutive 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, employers 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.

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.