Vadilal Industries Ltd Directors Report

To,

The Members

VADILAL INDUSTRIES LIMITED

Ahmedabad.

Your directors have pleasure in presenting herewith the 41 st Annual Report together with the Audited Financial Statements for the year ended 31 st March, 2025.

FINANCIAL HIGHLIGHTS:

(Rs in crore)

Particulars	Year ended 31-03-2025		Year ended 31-03-2024
(a) Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)		186.88		165.69
(b) Finance Cost	8.30		13.97
(c) Depreciation and amortization expenses	25.59		23.15
		33.89		37.12
(d) Profit before Tax		152.99		128.57
(e) Tax Expenses
Current Tax	38.37		29.40
Deferred Tax	0.74		3.33
Total Tax Expenses		39.11		32.73
(f) Profit/ (Loss) for the year		113.88		95.84
(g) Other Comprehensive income		(0.44)		(1.37)
(h) Total Comprehensive income for the year:		113.44		94.47

STATE OF COMPANYS AFFAIRS:

The Company has earned Revenue from Operations of Rs 1011.33 crore during the year ended on 31 st March, 2025 as against Rs 912.57 crore during the previous year ended on 31 st March, 2024 i.e increase of 10.82% compared to previous year.

After adding thereto, the other income of Rs 17.26 crore, the Company has earned total income of Rs 1,028.59 crore during the year under review. The Company has incurred total expenses of 875.60 crore including Finance cost of Rs 8.30 crore and Depreciation and Amortization expenses of Rs 25.59 crores, during the year under review.

The Company has earned profit before Tax of Rs 152.99 crore during the year under review as compared to profit of Rs 128.57 crores during the previous year ended on 31 st March, 2024. The Company has earned profit of 113.88 crores during the year ended on 31 st March, 2025 after deducting total tax expenses of Rs 39.11 crore as compared to profit of Rs 95.84 crores during the previous year ended on 31 st March, 2024 after deducting total tax expense of 32.73 crore.

During the current financial year of 2024-25, the Company has achieved revenue growth and better operational efficiency as compared to the previous financial year.

DIVIDEND:

The Directors have recommended dividend of Rs 21 per share (@210%) on 71,87,830 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 deduction of tax at source to the shareholders as applicable.

TRANSFER TO RESERVES:

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

ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on Companys website at https://vadilalgroup.com/Rspage id=904

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report has been enclosed herewith as per Annexure - A and forming part of the Directors Report. QUALITY ASSURANCE AND AWARDS AWARDS AND CERTIFICATIONS:

Vadilal Industries has a long-standing legacy of excellence, reflected in the numerous accolades and recognitions it has received over the years. Between 2008 and 2011, the company won 27 prestigious awards at The Great Indian Ice Cream Contest organized by the Indian Dairy Association. These included multiple Best in Class awards in categories such as Chocolate Frozen Dessert, Standard Chocolate Ice Cream, and innovative products like Rose Coconut Shell. Vadilal also secured several gold, silver, and bronze medals for products including Vanilla Frozen Dessert, Pista Happinezz, and Joker Ice Trooper in the Kids category. In 2013, Vadilal Ice Creams was voted as the Most Trusted Ice Cream Brand in India as per The Brand Trust Report. Furthermore, The Economic Times Survey ranked Vadilal among the Top 20 Food and Beverages brands in the country.

Vadilal has continued to receive industry-wide recognition. In 2014, it was awarded the Most Promising Brand of the Year - Food & Beverage at the World Brands Summit in Asia. In 2019, Vadilal Ice Creams earned the title of Super Brand, reinforcing its strong consumer connect and brand equity. In 2021, it was honored once again by The Economic Times as one of Indias Best Brands. We are honored to have received the award for Iconic Brands of India 2023 by ET Edge. In addition to this, we also received the BARC & ERTC Media award for Brand of the Decade 2023 in the FMCG category and the BARC Marketing Meister Award 2023, further recognizing our commitment to excellence and innovation. We are proud to share that we received the prestigious Indias Influencer Conclave Award for the Best Influencer Campaign in the F&B category in January 2025

CERTIFICATIONS:

Vadilal Industries maintains a sharp focus on quality and food safety, demonstrated by its robust certification portfolio. The company has been certified under ISO 22000:2005 and ISO 9001:2015 for its Ice Cream manufacturing facilities located in Pundhra (Gujarat) and Bareilly (Uttar Pradesh). These plants have also achieved the BRC Global Standard for Food Safety (Issue 7), marking Vadilals commitment to international quality benchmarks. The Processed Food Division (PFD) located in Dharampur, Gujarat, holds BRC: Issue 6 with Grade A, IS0-22000:2005, and HALAL certification, and is recognized as a Two Star Export House by the Ministry of Commerce and Industry for its contributions to processed food exports under APEDA.

More recently, the Quick Treat unit of the Processed Food Division achieved BRCGS and ISO 22000:2018 certifications, highlighting the companys continued pursuit of safety and quality excellence. The companys long-term commitment to Good Manufacturing Practices (GMP), stringent food safety norms, and continuous innovation has been the backbone of its reputation in both domestic and international markets.

FINANCE:

During the year under review, the company has made regular repayment of Instalment & interest of term loan and GECL loan and there is no overdue payment to Bank.

Company is having multiple banking arrangement with ICICI Bank, IndusInd Bank and IDBI bank for Rs 50 Crore, Rs 25 Crore and Rs 30 Crore respectively for working capital.

During the year the Company has repaid the pledge facility sanctioned by Kalupur Commercial Co-Op. Bank Ltd. for Rs 16.59 Crore (Sanctioned Rs 35 Crore) availed in the previous year i.e. 2023-24 and in the current financial year the company has availed new short term pledge finance for Rs 15.02 Crore (Sanctioned Rs 35 Crore) against pledge of Skimmed Milk Powder (SMP) & Butter. Company has also been sanctioned a new term loan from ICICI Bank for Rs 39 Crore for capex purpose and availed Rs 22.13 Crore as a partial disbursement.

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 has deposited unclaimed/ unpaid fixed deposit amount of Rs 56972/- to Investor Education and Protection Fund - IEPF.

During the Financial year - 2024-2025, the Company has also transferred 283264 /- being amount of unpaid dividend for the year - 2016-2017 to Investor Education and Protection Fund.

DETAILS OF DEPOSITS:

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

I. Details of Deposit from Shareholders:

(Rs in crore)

(a) Amount of existing deposits as at 1 st April, 2024	: 13.16
(b) Amount of deposits accepted or renewed during the year
(i) Secured deposits	: 0
(ii) Unsecured deposits	: 0.30
Total(b)	: 0.30
(c) Amount of deposits repaid during the year	: 12.50
(d) Balance of deposits outstanding at the end of the year (a+b-c)	0.96
II. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules, 1975: ( in crore)
(a) Amount of existing deposits as at 1 st April, 2024	: 0.0015
(b) Amount of deposits accepted or renewed during the year
(i) Secured deposits	: 0
(ii) Unsecured deposits	: 0
Total(b)	: 0
(c) Amount of deposits repaid during the year	: 0
(d) Balance of deposits outstanding at the end of the year (a+b-c)	0.0015

b. As on 31 st March, 2025, deposit of Rs 15000/- has remained unpaid or unclaimed by the Company.

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

d. The Company has not accepted or renewed any deposit which is not in compliance with the provisions of Chapter - V of the Companies Act, 2013.

SUBSIDIARY COMPANY:

Company is having two wholly owned subsidiary companies outside India namely Vadilal Industries (USA) Inc., USA, and Vadilal Industries Pty Ltd and two wholly owned subsidiary companies in India viz; Vadilal Delights Limited and Varood Industries Limited.

A report on the financial position of the subsidiaries as per first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rules made thereunder in the prescribed Form - AOC-1 is provided as Annexure - B to the Directors Report. The Policy for determining material subsidiaries may be accessed on the Companys website viz www.vadilalgroup.com.

Pursuant to the provisions of Section 136 of the Act, separate Audited Accounts in respect of subsidiary company for the year ended on 31 st March, 2025 are available at the web-site of the Company viz. www.vadilalgroup.com.

CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the requirements 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, the Consolidated Financial Statements of the Company, its subsidiaries and associates, for the year ended on 31 st March, 2025 have been attached with the financial statement of the Company as a part of Annual Report.

CORPORATE GOVERNANCE:

Being a Listed Company, the Company has taken necessary measures to comply with the provisions of Regulation 72 of SEBI (Listing Obligation and Disclosure Requirement), 2015 regarding Corporate Governance. A separate report on Corporate Governance for the year ended on 31 st March, 2025 is attached herewith as a part of this Annual Report viz Annexure - C. A certificate from Secretarial Auditors of the Company regarding compliance of Corporate Governance as stipulated under Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report (BRSR) forms part of the Directors Report. The BRSR indicates the Companys performance against the principles of the National Guidelines on Responsible Business Conduct. This would enable the Members to have an insight into Environmental, Social and Governance initiatives of the Company

As required under Regulation 34(2) of SEBI (Listing Obligation and Disclosure Requirement), 2015, the Business Responsibility and sustainability Report is annexed herewith as a part of this Annual Report viz Annexure- D.

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 and there were no material departures.

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 operate 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.

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 - E 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. Omnibus approval is obtained for transactions which are foreseen and repetitive in nature

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

Your directors draw attention of the members to Note - 47 to the financial statement which sets out related party disclosures. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

On recommendation of Nomination and Remuneration Committee, Mr. Rajesh K. Pandya (DIN: 02711000) was appointed as an Additional Director of the Company designated as a Non-Executive Non-Independent director w.e.f. 29 th March, 2025 until the litigation withdrawal date i.e. May 13, 2025, Hence, term of appointment of Mr. Rajesh K. Pandya completed on May 13, 2025.

There is no other change in the Board of Directors of the Company upto March 31, 2025. The Independent Directors of the company have submitted Declaration of Independence pursuant to the provision of section 149 (6) of the Companies Act, 2013.

Pursuant to the professionalization and consequent reorganization of the board of the directors of the Company, Mr. Preet P. Shah, chairman & non-executive independent director of the Company, and Ms. Shaily J. Dedhia, non-executive independent director of the Company has resigned with effect from May 13, 2025.

Pursuant to reorganization of Board of Directors of the Company and NCLAT Order dated May 13, 2025, the resignations of Mr. Kalpit Gandhi, (DIN: 02843308) from the post of the Chief Financial Officer (CFO) and as a non-executive non-independent director of the Company, Mr. Rajesh R. Gandhi (DIN: 00009879) from the post of the Managing Director of the Company, Mr. Devanshu L. Gandhi (DIN: 00010146) from the post of the Managing Director of the Company, and Mrs. Deval D. Gandhi (DIN: 00988905) as a non-executive nonindependent director of the Company are effective from close of business hours on May 13, 2025.

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,

Mr. Gaurav Marathe (DIN: 01358344J as a non-executive non-independent director of the Company, Ms. Shalini Raghavan (DIN: 03569413J, Mr. Shivakumar Dega (DIN: 00364444J, and Mr. Nagarajan Sivaramakrishnan (DIN: 03060429J as independent directors of the Company are effective from May 13,2025.Mr. Shivakumar Dega was appointed as Chairman of the Board effective from June 12, 2025.

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the company has approved the appointment of Mr. Anil Kabra as Chief Financial Officer (CFO) of the Company with effect from 26 th May, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Rajesh R. Gandhi, Director (DIN:00009879) 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 his re-appointment as Director of the Company, for which a necessary resolution has been incorporated in the notice of the meeting.

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

Necessary resolutions relating to Directors who are seeking appointment/reappointment are included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the Notes/Annexures to the Notice of the Annual General Meeting.

BOARD EVALUATION:

The Board of Directors 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 Nomination and Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board members 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 contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, considering the views of executive directors and non-executive directors.

COMMITTEES OF DIRECTORS:

The details of various committees of Directors constituted under provisions of Companies Act, 2013 and Rules made thereunder, their constitution, terms of reference and other details are provided in the Corporate Governance Report annexed with the Directors Report.

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

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

NUMBER OF BOARD MEETINGS:

During the year under review, 6 Meetings of the Board of Directors were held the details of which are mentioned in the Corporate Governance Report annexed with the Directors Report.

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

As required under Section 134(1)(m) of the Companies Act, 2013 and Rules made thereunder, details relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in the Annexure - F attached herewith and forming part of the Directors Report.

RISK MANAGEMENT:

The Company is exposed to various business risks from time to time. Risk management involves handling appropriately risks that are likely to harm an organization. There are various types of risks associated with conducting business of the Company. The ultimate goal of risk management is the preservation of physical and human assets of the organization for successful continuation of its operations.

The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses are systematically addressed through mitigation actions on a continual basis.

The Board of directors periodically reviews the risk assessment and minimization procedure in relation to the business of the Company.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, a committee of the Directors of the Company has been constituted as Corporate Social Responsibility Committee. The Corporate Social Responsibility Committee 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 Corporate Social Responsibility Policy is available on the Companys website viz. www.vadilalgroup.com.

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

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 reviews of actual performance as against those budgeted.

STATUTORY AUDITORS:

The term of appointment of M/s. Arpit Patel & Associates, Chartered Accountants, Statutory Auditors of the Company will be completed at the conclusion of the ensuing 41 st 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 26 th June, 2025 the Board of Directors of the Company, in its Meeting held on 14 th July, 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 41 st Annual general Meeting till conclusion of 46 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.

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.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed companies 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 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 - H to this Report.

Pursuant to the provisions of the Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has, on the recommendation of the Audit Committee, appointed M/s SPAN & Co., Company Secretaries LLP (Firm Registration No. P1988MH009800), as the Secretarial Auditors of the Company for a period of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to the approval of shareholders at the ensuing Annual General Meeting.

M/s SPAN & Co., Company Secretaries LLP have confirmed their eligibility to be Secretarial Auditors of the Company. A Resolution seeking Members approval for appointment of M/s SPAN & Co., Company Secretaries LLP as Secretarial Auditors for a period of 5 consecutive years is included at Item No. 6 of the Notice convening the Annual General Meeting.

INSURANCE:

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

LISTING WITH STOCK EXCHANGES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE).

The Company confirms that it has paid Annual Listing Fees due to the BSE Limited and National Stock Exchange of India Limited upto the Financial Year -2024-2025.

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 -1.

MATERIAL INFORMATION:

(i) NCLAT ORDER

• the Honble Naf/onal 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.

• setting aside the judgments dated July 10, 2024 of the Honble 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

• 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 and upon the recommendation of the Committee of Independent Directors (also held on the same date) has resolved to conclude and close the matters relating to allegations concerning potential personal expenses claimed as official business expenditure by two Promoter Directors amounting to Rs 0.25 crore for the financial years 2017-18 and 2018-19 and Rs 0.25 crore for the financial years 2014-15 to 2018-19 respectively. The Board has noted the findings of the independent review and confirms that there is no financial impact on the financial results of the Company for the year ended March 31, 2025.

(iii) AMENDMENT IN THE ARTICLES OF ASSOCIATION

pursuant to the orders of the NCLAT and approval of restated and amended articles of association of the Company by the members of the Company vide postal ballot resolution dated May 10, 2025, Part B of the amended and restated articles of association of the Company has become effective w.e.f. May 13, 2025.

(iv) SPECIAL RIGHTS GRANTED TO GANDHI FAMILY

The shareholders of the Company have approved special rights granted to Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi, Mr. Virendra R. Gandhi, and their respective immediate relatives in the postal ballot resolution passed on May 10, 2025 as per Regulation 31B of the SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 w.e.f. May 13, 2025.

(v) SCHEME OF MERGER

After considering the respective recommendations of the audit committee, the Board of Directors of the Company at their meeting held on March 29, 2025 has approved the draft composite scheme of amalgamation (Scheme) for the merger of the following promoter/promoter group entities of the Company with the Company as per Section 230 and 232 of the Companies Act, 2013 and approval for execution of a merger implementation agreement to set out the manner of implementation of the Scheme: (a) Vadilal Finance Company Private Limited (VFCPL); (b) Veronica Constructions Private Limited (VCPL); and (c) Vadilal International Private Limited (VIPL). The Scheme is subject to the requisite approvals from the shareholders and creditors of the respective companies and from statutory and regulatory authorities including stock exchanges, SEBI and the NCLT. The Company has already filed draft Scheme documents in the month of April 2025 with Stock Exchanges for seeking No- objection letter from stock exchanges.

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 companys operations in future.

> The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel for 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 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 workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has also organized an awareness

> The trademark Vadilal and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.

ACKNOWLEDGEMENT:

The Directors place on record its appreciation and gratitude for the co-operation 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 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 always thank them for their wholehearted co-operation and support.

	For and On Behalf of the Board of Directors
	Shivakumar Dega
Date : 12 th August, 2025	Chairman
Place : Ahmedabad	DIN 00364444