Vadilal Enterprises Ltd Directors Report

To,

The Members,

VADILAL ENTERPRISES LIMITED

Ahmedabad.

Your Directors have the pleasure of presenting herewith the 40^th Annual Report together with the Audited Financial Statements for the year ended on 31^st March 2025.

FINANCIAL HIGHLIGHTS:

Sr. No. Particulars	The current Year ended on 31-03-2025	The Previous Year ended on 31-03-2024
(a) Earnings before Interest, Tax, Depreciation and Amortization	29.89	25.95
(b) Finance Cost	6.14	3.50
(c) Depreciation & Amortization Expense	16.13	12.40
(d) Profit/(Loss) before Tax	7.62	10.05
(e) Tax Expense	_	_
_ -- Current Tax	1.52	1.91
_ -- Deferred Tax Expenses	0.37	0.63
_ Total Tax:	1.89	2.54
(f) Profit/(Loss) for the year	5.73	7.51
(g) Other Comprehensive income / (Expense)	_
_ Item that will not be reclassified to Profit & Loss	_	_
tRe-measurement of Defined Benefit Plans (Net of Taxes)	(1.39)	(0.38)
(i) Total Comprehensive income for the year	4.34	7.13

STATE OF COMPANY?S AFFAIRS:

The Company has earned Revenue from Operations of Rs. 1,119.12 Crore during the year ended on 31^st March 2025 as against Rs. 999.14 Crore earned during the previous year ended on 31^st March 2024 giving a raise of 12.00 % as compared to the previous year.

After adding thereto, the other income of Rs. 6.06 Crore earned by the Company, the Company has earned a total income of Rs. 1125.18 Crore during the year under review. The Company has incurred total expenses of Rs. 1,117.56 Crore including Finance cost of Rs. 6.14 Crore and Depreciation and Amortization expenses of Rs 16.13 Crore, during the year under review.

The Company has earned a profit before Tax of Rs. 7.62 Crore during the year under review as compared to a profit of Rs. 10.05 Crore incurred during the previous year ended on 31^st March 2024.

DIVIDEND:

The Directors have recommended a dividend of Rs. 1.50 per share (@15 %) on 8,62,668 Equity Shares of Rs. 10/- each of the Company for the Financial Year ended on 31^st March 2025. If approved, the Dividend will be paid with a deduction of tax at source to the shareholders as applicable.

TRANSFER TO RESERVES:

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

MANAGEMENT DISCUSSION & ANALYSIS:

To maximize brand visibility, Vadilal employs a balanced mix of ATL (Above-the-Line) and BTL (Below-the-Line) marketing strategies. Our communication channels span TV, Print, Outdoor (OOH), Digital, POS/POP, and Retail Activation, helping us consistently convey our brand message to consumers.

Our Gourmet Ice Creams, Flingo, Badabite flagship categories received high visibility across traditional and digital media, making Vadilal one of the highest marketing spenders in the Indian ice cream industry.

Our focus has shifted significantly towards a 360? media mix, reflecting our pan-India market reach. In addition to conventional platforms, Vadilal has built a strong digital presence that resonates with all demographics, particularly the youth.

In FY 2024–25, we executed a wide range of digital campaigns across platforms such as Facebook, Instagram, LinkedIn, Criteo, YouTube, Spotify &OTT CTV.

On the sales promotion front, Vadilal consistently supports its trade partners with attractive schemes and consumer-facing promotions. These initiatives are aimed at boosting demand, enhancing visibility, and driving deeper penetration, especially in Tier 2, Tier 3 cities and rural markets.

We are steadily moving towards achieving our target of 1,500 crore in revenue by 2026, supported by strategic business planning, continuous product innovation, a wide-reaching distribution network, and integrated marketing efforts. Our long-term vision remains consistent: to drive higher ice cream consumption across India, underpinned by compelling communication, innovative offerings, and nationwide availability.

FINANCE:

During the year under review, the company has made regular payment of installment & interest on various loans sanctioned by CSB Bank Ltd. and there is no any overdue payment to Bank.

Indusind Bank has sanctioned fresh term loan of Rs. 30 Crore against capex, out of it, the company has availed partial disbursement of Rs. 11.64 Crore in FY 2024-25.

India ratings & Research Pvt. Ltd. has upgraded the long-term borrowing & Fund Based Working Capital Facility to "A-/Stable" from "BBB+/ Stable" and upgraded the Non-fund-based facility to "A2+" from "A2" vide its letter dated 10.04.2025.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2024-2025, the Company deposited an unclaimed/ unpaid dividend amount for the FY 2017-18 of Rs. 48447/- to the Investor Education and Protection Fund - IEPF.

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

DETAILS OF DEPOSITS: a. During the year under review, the company has not accepted any deposit from the Public or its Members, as per Provision of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

b. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.

c. The Company has not accepted or renewed any deposit that is not in compliance with the provisions of Chapter – V of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

As of 31^st March 2025, the Company does not have any subsidiary, joint venture, or associate Company and hence, the Company is not required to attach the Consolidated Financial Statements along with its Financial Statement, in terms of provisions of Section 129(3) read with Schedule – III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirement), 2015 and other applicable Accounting Standards.

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

SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE:

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

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

DIRECTORS? RESPONSIBILITY STATEMENT:

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

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

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

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

ANNUAL RETURN:

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

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

Your Directors draw the attention of the members to Note - 41 to the financial statement which sets out related party transactions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March 2025, the Board of the Company comprises the following Directors:

Sr. No. Name of the Director	Designation	Category
1. Mr. Rajesh R. Gandhi	Chairman	Managing Director
2. Mr. Devanshu L. Gandhi	Director	Managing Director
3. Ms. Mamta R. Gandhi	Director	Non-executive and Non-Independent
4. Mr. Ashish H. Modi	Director	Independent Director
5. Mr. Chetan Tamboli	Director	Independent Director (upto 26-05-2025)

As of 31^st March 2025, the Key Managerial personnel of the Company are as follows:

Sr. No. Name of the Key Managerial Personal	Designation
1. Mr. Rajesh Bhagat	Chief Financial Officer
2. Ms. Nikita Udhani	Company Secretary & Compliance Officer

Further, pursuant to the orders of the NCLAT, and On recommendation of Nomination and Remuneration Committee and approval of Board of Directors of the Company and approval of the members of the Company vide postal ballot resolutions dated May 10, 2025, the change in terms of appointment of Mr. Rajesh R. Gandhi (DIN:00009879) and Mr. Devanshu L. Gandhi (DIN:00010146) as executive directors of the Company, and appointment of Mr. Janmajay V. Gandhi (DIN: 02891386) as an executive director of the Company and Ms. Mansi Vyas (DIN: 01540139) as independent director of the Company are effective from May 13, 2025, Further, Mr. Rajesh K. Pandya (DIN: 02711000) has been appointed as an Independent Director of the Company w.e.f. 26^th May, 2025.

Mr. Kalpit R. Gandhi has been appointed as an Additional Director of the Company designated as an Executive Director of the Company effective from 14^th August, 2025. Mr. Rajesh R. Gandhi has resigned from the position of Chairman & Executive Director of the Company with effect from 14^th August, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder Mr. Devanshubhai Laxmanbhai Gandhi (DIN: 00010146) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers himself for reappointment. The Members are requested to consider her re-appointment as Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.

The brief resume/details relating to Mr. Devanshubhai Laxmanbhai Gandhi is furnished in the Notice of the Annual General Meeting.

NUMBER OF BOARD MEETINGS:

Total 6 meetings of the Board of Directors were held during the year details of dates and their attendance are as follows:

Board meeting were held on 25.05.2024, 06.08.2024, 14.11.2024, 31.01.2025,13.03.2024 and29.03.2025

Name of Director	Attendance Particulars (Total 6 Board Meetings held during the year)
Mr. Rajesh R. Gandhi	6
Mr. Devanshu L. Gandhi	6
Ms. Mamta R. Gandhi	6
Mr. Ashish H. Modi	6
Mr. Chetan Tamboli	5

COMMITTEES OF DIRECTORS:

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

A. AUDIT COMMITTEE:

The Audit Committee comprises the following Directors of the Company:

Sr. No. Name of the Member	Designation	Category
1 Mr. Chetan Tamboli	- Chairman	Independent Director
2 Mr. Rajesh R. Gandhi	- Member	Managing Director
3 Mr. Ashish Modi	- Member	Independent Director

Audit Committee meetings were held on 25.05.2024, 06.08.2024, 14.11.2024, 31.01.2025,13.03.2025 and 29.03.2025. The constitution of the Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013 and Rules made thereunder. The members of the audit committee are financially literate and have accounting or related financial management expertise.

The Committee was reconstituted w.e.f. 26^th May, 2025, Mr. Ashish Modi was elected as a Chairman of the Committee and Ms. Mansi Vyas and Mr. Rajesh R. Gandhi were elected as members of the Committee.

The Committee was again reconstituted on 13^th August, 2025 to be considered as effective from 14^th August, 2025, Mr. Ashish Modi elected as a Chairman of the Committee and Ms. Mansi Vyas and Mr. Kalpit R. Gandhi elected as members of the Committee.

Mr. Ashish Thaker, Company Secretary of the Company, was the Secretary to the Audit Committee upto 10^th February, 2025. Ms. Nikita Udhani, Company Secretary was the Secretary of the Audit Committee w.e.f 13^th March, 2025.

B. NOMINATION AND REMUNERATION COMMITTEE:

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

Sr. No. Name of the Member	Designation	Category
1 Mr. Chetan Tamboli	- Chairman	Independent Director
2 Ms. Mamta Gandhi	- Member	Non-Executive Director
3 Mr. Ashish Modi	- Member	Independent Director

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

Nomination and Remuneration Committee meetings was held on 13.03.2025.

Ther Committee was reconstituted w.e.f. 26^th May 2025, Ms. Mansi Vyas was elected as a Chairman of the Committee. Mr. Ashish Modi, and Mr. Rajesh Pandya were elected as members of the Committee.

Mr. Janmajay Gandhi Executive Director is permanent invitee in the Nomination and Remuneration Committee.

C. STAKEHOLDERS? RELATIONSHIP COMMITTEE:

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

Sr. No. Name of the Member	Designation	Category
1 Mr. Chetan Tamboli	- Chairman	Independent Director
2 Mr. Rajesh R. Gandhi	- Member	Managing Director
3 Mr. Devanshu L. Gandhi	- Member	Managing Director

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

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

The stakeholders? relationship Committee meeting was held on 13.03.2025.

Ther Committee was reconstituted w.e.f. 26^th May 2025, Mr. Ashish Modi appointed as a Chairman of the Committee. Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi and Mr. Janmajay Gandhi appointed as members of the Committee.

Ther Committee was reconstituted on 13^th August, 2025 to be effective from 14^th August, 2025, Mr. Ashish Modi elected as a Chairman of the Committee. Mr. Kalpit R. Gandhi, Mr. Devanshu L. Gandhi and Mr. Janmajay Gandhi were elected as members of the Committee.

SENIOR MANAGEMENT

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

Sr. Name of the Member	Designation
1 Ms. Nija K Gandhi	- President - International Business
2 Ms. Aakanksha D Gandhi	- President – Branding

BOARD PERFORMANCE EVALUATION:

The board of directors has carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed under Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc.

In a separate meeting of independent Directors, the performance of non-independent directors, the performance of the board as a whole, and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the board, its committees, and individual directors were also discussed.

OTHER POLICIES AS PER THE REQUIREMENT OF COMPANIES ACT, 2013 AND SEBI _LISTING OBLIGATION AND DISCLOSURE REQUIREMENT_, 2015

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

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

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

There are no Foreign Exchange Earnings or outgoings during the year under review.

INTERNAL FINANCIAL CONTROLS

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

AUDITORS:

M/s. Arpit Patel & Associates were appointed as Statutory Auditors of the company for a period of 5 years i.e. till the conclusion of the 40^th Annual General Meeting of the Company to be held in the year 2025. Hence, term of appointment of M/s. Arpit Patel & Associates will be completed at the conclusion of ensuing 40^th Annual General Meeting.

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, On the recommendation of the audit committee at its meeting held on 13^th August, 2025, the Board of Directors of the Company, in its Meeting held on 13^th August, 2025 approved the appointment of M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company subject to approval by the Shareholders for a period of 5 years from the conclusion of the ensuing 40^th Annual general Meeting till conclusion of 45^th annual general meeting to be held in the year 2030 for which necessary resolution has been incorporated in the Notice of Annual General Meeting.

AUDITORS? REPORT OF THE COMPANY:

There is no qualification/ reservation/ adverse remark raised by statutory auditors of the company which are required to be clarified in the directors? report on the affairs of the company for the financial year 2024-25.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to conduct a Secretarial Audit for the financial year 2024-2025. The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith marked as Annexure – B to this Report.

The Secretarial Auditors? Report of the Company for the year ended 31^st March 2025 contains certain Comments/ observations. The explanation of observations therein is as below:

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

INTERNAL AUDITORS

M/s. KPMG are the Internal Auditors of the Company during the year 2024-25.

M/s. PricewaterhouseCoopers Services LLP are appointed as Internal Auditors of the Company for the period of two years w.e.f. 1^st October, 2025 to 30^th September, 2027 in place of M/s. KPMG, present internal auditors of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the board of directors of the Company has formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to the Companies Act, 2013.

The Company is not required to constitute Corporate Social Responsibility Committee.

The Corporate Social Responsibility Policy is available on the Company?s website viz. www.vadilalgroup.com.

The Annual Report on CSR activities is annexed herewith marked as Annexure -C.

COST AUDIT:

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

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - D.

The Statement of particulars of employees under Section 197(12) read with Rules 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 is not required to be provided, since during the financial year under review, no employee of the Company except the Managing Directors, received remuneration in excess of the limits set out in the said rules.

MATERIAL INFORMATION: _I_ NCLAT ORDER

O the Hon?ble National Company Law Appellate Tribunal, Delhi bench ("NCLAT") has on May 13, 2025 inter alia disposed of the Company Appeal No. 221 of 2024, Company Appeal No. 223 of 2024, Company Appeal No. 338 of 2024, Company Appeal No. 339 of 2024, Company Appeal No. 340 of 2024, Company Appeal No. 341 of 2024, Company Appeal No. 376 of 2024, Company Appeal No. 377 of 2024 and Company Appeal No. 18 of 2025.

O setting aside the judgments dated July 10, 2024 of the Hon?ble National Company Law Tribunal, Ahmedabad bench ("NCLT"), in the Company Petition No. 41 of 2017_and Company Petition No. 43 of 2017; (y) orders dated August 6, 2024 and September 23, 2024 of the NCLAT in the Interlocutory Application Nos. 6728, 6764 and 6768 of 2024; and

O vacating orders, as applicable, of all the NCLAT Appeals and related interlocutory applications filed therein.

_II_ WITHDRAWAL OF INTER SE ALLEGATIONS AMONG THE PROMOTERS WITH RESPECT TO PERSONAL POTENTIAL EXPENSES.

Based on the reports received from the Independent Law Firm and the Chartered Accountant Firm, the Board of Directors at its meeting held on May 13, 2025, upon the recommendation of the Committee of Independent Directors (which also met on the same date) has resolved to conclude and close the matters relating to the following allegations:

A) Cross allegations between the Promoter Directors concerning the appropriateness of certain expenses incurred during the periods 2013–14 to 2017–18 and 2013–14 to 2018–19 amounting to 0.46 crore and 0.53 crore respectively.

B) Operational and management matters related to marketing expenses aggregating 38.00 crore incurred towards advertisements during the period 2015–16 to 2018–19 which were alleged to have been undertaken without adherence to the internal approval processes of the Company.

The Board has reviewed and noted the findings of the independent review and confirms that these matters do not have any impact on the financial statements of the Company for the year ended March 31, 2025.

_III_ POSTAL BALLOT

A) Resolutions carried out through Postal Ballot Notice dated May 25 ,2024

The Company had sought the approval of the shareholders by way of Special Resolutions through notice of postal ballot for :-

i) Approval for borrowings by the Company in excess of the limits prescribed under Section 180(1)(c) of the Companies Act, 2013

ii) Approval for creation of security in respect of an undertaking of the Company under Section 180(1)(a) of the Companies Act, 2013

which was duly passed and the results of which were announced on July 01, 2024. Mr. Manoj Hurkat (Membership No. FCS 4287) of M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. Details of the voting pattern are provided below:

	Votes in favour of the resolution	Votes against the resolution	Invalid votes
Resolution No	Number of members voted	Number of valid Votes cast (Shares)	Percentage of total number of valid votes cast	Number of members voted	Number of valid votes cast (Shares)	Percentage of total number of valid votes	Total number of members whose votes were declared invalid	Total number of invalid votes cast (Shares)
1	22	289562	99.97%	02	90	0.03%	-	-
2	22	289562	99.97%	02	90	0.03%	-	-

Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022 read with the other relevant circulars issued by the Ministry of Corporate Affairs.

(B) Resolutions through Postal Ballot Notice dated March 29 2025

The Company had sought the approval of the shareholders by way of an ordinary and Special Resolutions through notice of postal ballot for :-

1) To approve special rights proposed to be granted to Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi, Mr. Virendra R. Gandhi, and their respective immediate relatives: Special Resolution

2) To approve adoption of the amended and restated articles of association of the Company. : Special Resolution

3) To give approval for change in terms of appointment of Mr. Rajesh R. Gandhi (DIN: 00009879), an Executive Director of the Company. : Ordinary Resolution

4) To give approval for change in terms of appointment of Mr. Devanshu L. Gandhi (DIN: 00010146), an Executive Director of the Company. . : Ordinary Resolution

5) To give approval for appointment of Mr. Janmajay V. Gandhi (DIN: 02891386) as an Executive Director of the Company. . : Ordinary Resolution

6) To consider Appointment of Ms. Mansi Vyas (DIN: 01540139) as an Independent Director of the Company: Ordinary Resolution

The results of which were announced on May 10, 2025. Mr. Manoj Hurkat (Membership No. FCS 4287) of M/s. Manoj Hurkat & Associates, Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the postal ballot process by voting through electronic means only (remote e-voting) in a fair and transparent manner. Details of the voting pattern are provided below:

	Votes in favour of the resolution	Votes against the resolution	Invalid votes
Resolution No	Number of members voted	Number of valid Votes cast (Shares)	Percentage of total number of valid votes cast	Number of members voted	Number of valid votes cast (Shares)	Percentage of total number of valid votes	Total number of members whose votes were declared invalid	Total number of invalid votes cast (Shares)
1	29	438496	62.04%	40	268350	37.96%	-	-
2	29	438496	62.04%	40	268350	37.96%	-	-
3	29	438496	62.04%	40	268350	37.96%	-	-
4	29	438496	62.04%	40	268350	37.96%	-	-
5	29	438496	62.04%	40	268350	37.96%	-	-
6	29	438496	62.04%	39	268295	37.96%	1	55

Procedure for postal ballot: The postal ballot was carried out as per the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Rules framed thereunder and read with the General Circular nos. 14/2020, 17/2020, 22/2020, 33/2020, 39/2020, 10/2021, 20/2021, 3/2022, 11/2022 dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021, May 5, 2022, December 28, 2022 read with the other relevant circulars issued by the Ministry of Corporate Affairs.

INSURANCE:

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

DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES:

Pursuant to provisions of Clause 5A of Para A of Part A of Schedule Ill of SEBI (Listing Obligations & Disclosure _Requirements) Regulations, 2015 ("Listing Regulations"), read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, the Company has submitted to the Stock Exchanges & uploaded on the company?s website (www.vadilalgroup.com), regarding the Memorandum of family arrangement entered on March 29, 2025 amongst the Members of the Gandhi family (promoter and promoter group) of the Company.

GENERAL:

- During the year under review, there was no change in the nature of business of the Company and there is no material change and/or commitments, affecting the financial position of the Company, during the period from 31^st March 2025 till the date of this report.

- During the year under review, there was no significant and/or material order passed by any regulators or courts, or tribunals impacting the going concern status and the company?s operations in the future.

- The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for the purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

- During the year under review, no Director or Managing Director of the Company has received any remuneration or commission from a subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.

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

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

TRADE RELATIONS:

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

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the cooperation and assistance extended by various departments of the Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of the dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole-hearted cooperation and support at all times.