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Dear Shareholders,

ADF Foods Limited

Your Directors have pleasure in presenting the irty ird Annual Report together with the Audited Financial Statements for the Financial Year ended 31^st March, 2023.

A. FINANCIAL RESULTS:

e performance of the Company for the Financial Year ended 31^st March, 2023 is summarized below:

FINANCIAL PERFORMANCE

e Standalone total income for the Financial Year ended 31^st March, 2023 stood at Rs. 36,344.79 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 31,112.19 Lakhs representing growth of 17%. e Consolidated total income for the Financial Year ended 31^st March, 2023 stood at Rs. 46,149.53 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 43,066.39 Lakhs representing growth of 7%.

e Standalone Profit Before Tax for the Financial Year ended 31^st March, 2023 stood at Rs. 8,076.06 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 5,613.10 Lakhs representing a remarkable growth of 44%. e Consolidated Profit Before Tax for the Financial Year ended 31^st March, 2023 stood at Rs. 7,546.24 Lakhs as against the corresponding figures of previous Financial Year which stood at Rs. 6,513.56 Lakhs representing growth of 16%.

B. BUSINESS DEVELOPMENT:

During the year under review, the Company did a test launch of its products under its brand ‘ADF Soul' in India on e-commerce platform from Q3 FY23. Initially, pickles and chutneys were introduced in traditional & in olive oil categories keeping in mind the health of the consumer. Subsequently, International gourmet category products featuring Dips, Italian Sauces & ai Curry and other continental products were added. ese products are available on Company's own e-commerce platform (https://soul-foods.in/) and Amazon. Considering the encouraging response, the Company will soon make these products available on all other leading e-commerce platforms.

Further, a range of 35 new product variants were added across all categories in the International market. is includes Plant based curries, frozen sweets, frozen kulchas, cooking pastes, Indo Chinese and Indo ai range in frozen category and murabbas under its flagship brand ‘ASHOKA' and cooking pastes and essence water under ‘Khansaama' brand.

e company also continued to grow its presence in the B2B space. During the year under review, the Company entered into two private label arrangements - one with a large ethnic foods brand for its products in the USA and the other with a large supermarket chain for supply of sauces and pastes under one of its brands.

Further, the Company entered into agency distribution contract with Ekaterra, a Netherland based company as Unilever divested majority of its tea making business. e said agency distribution contract entails distribution of tea under Lipton, Brooke Bond Red Label and Taj Mahal brands across major markets in the U.S.

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

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

D. SHARE CAPITAL:

During the Financial Year 2020-21, the Company had done Preferential Allotment of 19,50,000 warrants at an issue price of Rs. 362 per warrant to certain promoters and non-promoters.

On 16^th March, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares and on 29^th April, 2022 the remaining 10,06,500 warrants were converted into equivalent number of equity shares.

e face value of each equity shares is Rs 10 and the premium is Rs 352. e aggregate subscription money received for full issue size is Rs. 7,059 Lakhs.

On 21^st April, 2022, the Company received listing approval of the National Stock Exchange of India Limited and on 06^th May, 2022, the Company received listing approval from BSE Limited for listing of 9,43,500 equity shares issued out of conversion of the said warrants. Further, on 03^rd June, 2022, the Company received listing approval of the National Stock Exchange of India Limited and on 10^th June, 2022, the Company received listing approval from BSE Limited for listing of balance 10,06,500 equity shares issued out of conversion of the said warrants. Accordingly, the paid up Equity Share Capital of the Company has been increased to Rs. 21.97 Crore.

Proceeds of Preferential Issue are being utilized for the purposes that have been mentioned in the Notice of Extra Ordinary General Meeting dated 4^th September, 2020 issued to the shareholders for their approval of the Preferential Issue.

In the Board Meeting held on 06^th May, 2023, the approval was granted for sub-division of 1 (One) fully paid-up Equity Share of the Company having face value of Rs. 10/- (Rupees Ten) each, into 5 (Five) fully paid-up Equity Shares having face value of Rs. 2/- (Rupee Two) each. e same will be subject to the approval of the Shareholders in the ensuing Annual General Meeting of the Company.

E. DIVIDEND:

Based on the performance of the Company, the Board of Directors of your Company recommended a Final Dividend of Rs. 5/- (Rupees Five) per share (i.e. 50%) on equity shares of face value of Rs. 10/- (Rupees Ten) each for the Financial Year ended 31^st March, 2023, subject to the approval of the Shareholders in the ensuing Annual General Meeting.

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. e Company shall, accordingly, make the payment of the final dividend after deduction of tax at source, wherever applicable.

e Register of Members and Share Transfer Books of the Company will remain closed from Friday, 4^th August, 2023 to Wednesday, 9^th August, 2023 (both days inclusive) for the purpose of payment of dividend for the Financial Year ended 31^st March, 2023.

According to Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the top 1000 listed entities based on market capitalization, calculated as on 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/2021/07/Dividend-Distribution-Policy-1.pdf

F. TRANSFER TO RESERVES:

During the year under review, 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:

During the year under review, the Company formed an Indian Subsidiary on 17^th May, 2022 named Telluric Foods Limited for the purposes of carrying out e-commerce and/or any other new age business in food sector. Further, the Company formed another Indian Wholly Owned Subsidiary on 8^th July, 2022 named Telluric Foods (India) Limited for the purpose of providing back end support for e-commerce activities related to food business. On 30^th September, 2022, Telluric Foods Limited was converted into step down Wholly Owned Subsidiary of the Company.

Accordingly, as on 31^st March, 2023, 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, 2023 of the said Subsidiary are not required to be prepared. During the year, the Board of Directors reviewed the affairs of the Subsidiaries in accordance with Section 129(3) of the Companies Act, 2013. e Company has prepared consolidated financial statements of the Company which forms part of this Annual Report. e 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. e statement also provides the details of performance and financial position of the Company's Subsidiaries.

e 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, 2023 may be accessed on the Company's website www.adf-foods. com.

H. BOARD OF DIRECTORS AND COMMITTEES: o Directors

During the year, no changes took place in the Board composition of the Company. o Relationship between Directors Inter-se

e details of inter-se relationship between Directors are given in the Corporate Governance Report. o Meetings of Board of Directors

Six meetings of the Board of Directors of the Company were held during the year. e detail of the Board Meetings are provided in the Report on Corporate Governance of the Company, which forms part of this Annual Report. o Committees of the Board

e Company has duly constituted the Committees of the Board as required under the Companies Act, 2013 read with applicable Rules made thereunder and the Listing Regulations, as amended. e Board of Directors of the Company has formed an Audit Committee which consists of Mr. Chandir G. Gidwani, Non-Executive Independent Director, as the Chairman, Mr. Ravinder Kumar Jain, Non-executive Independent Director, Mr. Viren A. Merchant, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director as Members of the Audit Committee. Ms. Deepa Misra Harris was inducted as the Member of the Audit Committee w.e.f. 20^th May, 2022.

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

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

o Directors' Responsibility Statement

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

a) that in the preparation of the annual financial statements for the Financial Year ended 31^st March, 2023, 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, 2023;

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

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

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

o Independent Directors' Declaration

e Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations, as amended.

o Meeting of Independent Directors

A meeting of the Independent Directors was held on 7^th March, 2023 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting.

o Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, of Chairman, its Committees and the Directors individually and also fulfillment by Independent Directors of criteria of independence as per the Listing Regulations and their independence from the Management of the Company.

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

o Familiarization Program for Independent Directors

e Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance and marketing. eir 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. e Directors appointed by the Board are given induction and orientation with respect to the Company's vision, strategic direction, core values, including ethics, corporate governance practices, financial matters and business operations by having one-to-one meeting with the Managing Director and through a Corporate Presentation. e new Board Members are also acquainted to access the necessary documents/ brochures, Annual Reports and Policies available on the Company's website www.adf-foods.com to enable them to familiarize with the Company's procedures and practices. Periodic presentations are made by the Senior Management, Statutory and Internal Auditors at the Board/Committee meetings on business and performance updates of the Company, working capital management, fund flows, business risks and its mitigation strategy, effectiveness of Internal Financial Controls, Subsidiary Companies information, updates on major litigations, impact of regulatory changes on strategy, etc. Updates on relevant statutory changes encompassing important laws are regularly intimated to the Independent Directors.

Familiarization Programme of the Company as specified under Regulation 46 of the Listing Regulations is displayed on the Company's website www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/2023/04/FamiliarizationProgramme2022-23.pdf Policy of Directors' Appointment and Remuneration In accordance with the provisions of Section 134(3)(e) of the Companies Act, 2013 ("the Act") read with Section 178(3) of the Act and the Listing Regulations, the Company has formulated a Policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Report.

I. CASH FLOW STATEMENT:

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

J. CONSOLIDATED ACCOUNTS:

e Consolidated Accounts of the Company are prepared in compliance with Regulation 34(2) of the Listing Regulations and in accordance with the Companies (Indian Accounting Standards) Rules, 2015 (IND AS) as prescribed under Section 133 of the Companies Act, 2013. e Consolidated Accounts of the Company and its Subsidiaries are annexed to this Report.

K. GOVERNANCE: o Report on Corporate Governance & Management Discussion Analysis

In compliance with the requirements of Regulation 34(3) and Schedule V of the Listing Regulations, a separate report on Corporate Governance along with Auditors' certificate on its compliance has been provided separately which forms part of this Annual Report.

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

o Vigil Mechanism/Whistle Blower Policy

e Company has adopted a Vigil Mechanism/‘Whistle Blower Policy' pursuant to Section 177 of the Companies Act, 2013 read with Regulation 22 of the Listing Regulations with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behavior.

With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management and the Audit Committee. e mechanism is reviewed by the Audit Committee of the Company in accordance with the Listing Regulations. e Company did not receive any such complaints during the year, hence no complaints were pending as on 31^st March, 2023.

Whistle Blower Policy of the Company is displayed on the Company's website www.adf-foods.com and is available under the web link: https://adf-foods.com/wp-content/uploads/2019/04/Whistle-Blower-Policy-2.pdf

Nomination and Remuneration Policy

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

o Risk Management Framework

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

o Internal Financial Controls

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

o Other Policies under the Listing Regulations

In accordance with the provisions of Regulation 30 of the Listing Regulations, the Company has framed a Policy for determination of Materiality for disclosure of events or information.

e same has been hosted on the website of the Company at the link: https://adf-foods.com/wp-content/uploads/2016/01/Material-Events-21.12.2017.pdf

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

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

e 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. e Company did not receive any such complaints during the Financial Year 2022-23.

e Prevention of Sexual Harassment Policy of the Company is displayed on the Company's website www.adf-foods.com and is available under the web-link: https://adf-foods.com/wp-content/uploads/2016/01/ADF-Sexual-Harassment-policy.pdf e Company has duly complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, no complaints were received and pending to be resolved pertaining to the sexual harassment.

L. PARTICULARS OF EMPLOYEES: o Key Managerial Personnel (KMP)

Mr. Bimal R. akkar, Chairman, Managing Director & CEO, Mr. Devang Gandhi, Chief Operating Officer, 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.

Further, Mr. Bimal R. akkar has been appointed as the ‘Chairman, Managing Director & CEO' of the Company for a period of five years w.e.f. 1^st October, 2018. e current tenure of Mr. Bimal R. akkar will end on 30^th September, 2023. In this regard, on 30^th January, 2023, the Board of Directors of the Company based on the recommendation of Audit Committee and Nomination and Remuneration Committee approved the re-appointment of Mr. Bimal R. akkar as the Chairman, Managing Director & CEO of the Company for a period of five years w.e.f. 1^st October, 2023. e same was approved by the Shareholders of the Company through Postal Ballot on 11^th March, 2023. Also, pursuant to Schedule V of the Act, re-appointment of Mr. Bimal R. akkar as the Managing Director of the Company shall require approval of the Central Government as he is a Non Resident Individual. e Company has approached the Central Government for its approval for the said re-appointment. o Employees

ere were no employees drawing remuneration exceeding the monetary ceiling of Rs. 1.02 Crores per annum or Rs. 8.50 Lakhs per month during the Financial Year 2022-23, if employed for a part of the year, as prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 except Mr. Bimal R. akkar, Chairman, Managing Director & CEO whose remuneration is commission based and drawn from the Company's Subsidiary, Mr. Shardul Doshi, CFO and Mr. Devang Gandhi, COO of the Company.

e information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure II that forms part of this Report. o Human Resource and Employee Relations

e Company has always perceived its Manpower as its biggest strength. e emphasis was on grooming in-house talent enabling them to take higher responsibilities. e 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. eir dedicated efforts and enthusiasm have been integral to your Company's steady performance.

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

e 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 arm's length basis and were in the ordinary course of business. ere 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 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. e policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Further, as per the Listing Regulations, if any related party transaction exceeds _ 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and require Members approval. In this regard, during the year under review, the Company had taken necessary Members approval. However, there were no material transactions of the Company with any of its related parties as per the Act. erefore, 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 2022-23 and, hence, the same is not required to be provided.

Pursuant to requirements of Regulation 16(1)(c) of the Listing Regulations, Company has formulated a ‘Policy on determining Material Subsidiaries'. e Policy is posted on website of the Company viz. www.adf-foods.com.

e web link of the said Policy is: https://adf-foods.com/wp-content/uploads/2019/04/Policy-for-Determining-Material-Subsidiary.pdf

O. PUBLIC DEPOSITS:

Your Company has not accepted any deposit within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Rules made thereunder during the Financial Year 2022-23.

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

Pursuant to the provisions of Section 125(5) of the Companies Act, 2013, dividends pertaining to the Financial Year 2014-15 amounting to Rs. 16,09,557/- which remained unpaid or unclaimed for a period of 7 years were transferred by the Company to the Investor Education and Protection Fund ("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 Companies Act, 2013 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 2022-23, there were 317 Shareholders holding 45,572 equity shares of Rs. 10/- each whose shares were transferred to IEPF.

e list of the aforesaid shareholders whose shares were transferred to IEPF is available at the below mentioned web-link: https://adf-foods.com/wp-content/uploads/2022/12/Details-of-Shares-Transferred-to-IEPF-2022.pdf

Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

e Company has a Corporate Social Responsibility (CSR) Policy and set up CSR Committee and the same is currently comprising of four Members viz. Mr. Viren Merchant, Non-Executive Non-Independent Director, Mr. Bimal R. akkar, Chairman, Managing Director and CEO, Mr. Jay M. Mehta, Non-Executive Non-Independent Director and Ms. Deepa Misra Harris, Non-Executive Independent Director.

During the Financial Year 2022-23, the Company was required to spend an amount of Rs. 95,12,799.73 on the CSR activities pursuant to Section 135 of the Companies Act, 2013 after adjusting the excess CSR amount of Rs. 1,13,515.09 that was spent in the Financial Year 2021-22.

During the year, the Company had spent an amount of Rs. 95,31,180/- towards various meaningful CSR activities in the areas such as sponsoring education for underprivileged/disabled students, medical expenses for needy people, food expenses of residential care center for physically challenged youth, women's hostel and cancer patients, financial aid to underprivileged people, women empowerment, donation to animal welfare center, environment protection through tree plantation etc.

e CSR Policy of the Company and the relevant report as per the Companies

(Corporate Social Responsibility Policy) Rules, 2014 have been enclosed as Annexure III to this Report.

R. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

A Business Responsibility & Sustainability Report as per Regulation 34 of the Listing Regulations, detailing the various initiatives taken by the Company on the environmental, social and governance front is provided in seperate 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, 2023 is available on the Company's website on: https://adf-foods.com/wp-content/uploads/2023/07/Annual-Return-2022-23.pdf

T. AUDITORS AND THEIR REPORT: o Statutory Auditors

M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai (Registration No. 104607W/W100166) are the Statutory Auditors of the Company. At the Twenty-Ninth Annual General Meeting ("AGM") held on 25^th September, 2019, the Members had approved their re-appointment as Statutory Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the AGM to be held for the Financial Year 2023-24.

e requirement of seeking rati_cation by the Members for continuance of their appointment has been withdrawn consequent to changes made by the Companies (Amendment) Act, 2018 with effect from 7^th May, 2018. Hence, the Resolution seeking rati_cation of the Members for their appointment is not being placed at the ensuing AGM.

e Board Members and the Audit Committee at their Meetings held on 6^th May, 2023 had reviewed the performance and effectiveness of the audit process of Statutory Auditors including their independence. e Board Members and the Audit Committee expressed their satisfaction towards the same and approved for their continuity as Statutory Auditors of the Company.

e Auditors' Report for the Financial Year 2022-23, does not contain any qualification, reservation or adverse remarks and therefore there are no further explanations to be provided for in this Report.

o Details with respect to fraud reported by Auditors

During the year under review, no fraud was reported by Auditors.

o Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2022-23. e Secretarial Audit Report is annexed herewith as Annexure IV.

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

M/s. Keyul M. Dedhia & Associates have been re-appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24.

o Internal Audit

e Company had appointed M/s. RMJ & Associates LLP, Chartered Accountants, Mumbai (Registration No. AAM 0182) to conduct Internal Audit of the Company for the Financial Year 2022-23.

M/s. RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for the Financial Year 2023-24. e Audit Committee of the Board of Directors, Statutory Auditors and the Management are periodically apprised of the Internal Audit findings and corrective actions taken.

o Cost Records and Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, no significant and material orders were passed by the Indian Regulators or Courts or Tribunals that would impact the going concern status of the Company and its future operations.

V. LISTING OF SHARES:

e Company's equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. e Company has duly paid

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 Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms part of this Report as Annexure V.

Y. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

e Directors and Members of Senior Management have afirmed compliance with the Code of Conduct for Directors and Senior Management. A declaration to this effect has been signed by Mr. Bimal R. akkar, 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:

e 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:

e 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.

e Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the Institute of the Companies Secretaries of India.

CC.ACKNOWLEDGEMENTS:

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