The Board of Directors have pleasure in presenting herewith the 42^nd Annual Report together with the Audited Financial Statements for
the year ended 31^st March, 2026.

FINANCIAL HIGHLIGHTS: (' in crore)

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of ' 1109.54 crore during the year ended on 31^st March, 2026 as against ' 1013.51
crore during the previous year ended on 31^st March, 2025 i.e increase of 9.47% compared to previous year.

After adding thereto, the other income of ' 24.62 crore, the Company has earned total income of ' 1134.16 crore during the year
under review. The Company has incurred total expenses of '1002.03 crore including Finance cost of ' 8.67 crore and Depreciation and
Amortization expenses of ' 28.90 crores, during the year under review.

The Company has earned Profit before Tax of ' 132.13 crore during the year under review as compared to profit of ' 152.99 crores during
the previous year ended on 31^st March, 2025. The Company has earned profit of '98.01 crores during the year ended on 31^st March,
2026 after deducting total tax expenses of ' 34.12 crore as compared to profit of ' 113.88 crores during the previous year ended on
31^st March, 2025 after deducting total tax expense of ' 39.11 crore.

DIVIDEND:

The Directors have recommended dividend of ' 43 per share (@430%) on 71,87,830 Equity Shares of ' 10/- each of the Company for the
Financial Year ended on 31^st March, 2026. 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 2025-26 is available on Company's website at https://vadilalgroup.com/7page 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 built a remarkable legacy of excellence, innovation, and consumer trust over the decades. The brand's consistent
commitment to quality and innovation has earned it numerous prestigious accolades and industry recognitions.

The brand has consistently earned recognition for its excellence in quality, innovation, branding, and consumer trust. Over the years, the
brand has received numerous prestigious awards and accolades from reputed industry bodies and organizations, reinforcing its position
as one of India's most trusted and iconic ice cream brands.

• 2008-2011 - Won an impressive 27 awards at The Great Indian Ice Cream Contest organized by the Indian dairy Association.

• 2008-2011 - Received multiple "Best in Class" honours across categories such as Chocolate Frozen Dessert, Standard Chocolate

Ice Cream, and innovative products like Rose Coconut Shell

• 2008-2011 - Secured several Gold, Silver, and Bronze medals for products including Vanilla Frozen Dessert, Pista Happinezz, and
Joker Ice Trooper in the Kids category

• 2013 - Recognized as the "Most Trusted Ice Cream Brand in India" according to The Brand Trust Report

• 2013 - Ranked among the Top 20 Food & Beverage Brands in India by The Economic Times

• 2014 - Awarded "Most Promising Brand of the Year - Food & Beverage" at the World Brands Summit Asia

• 2019 - Recognized as a "Super Brand", reinforcing Vadilal's strong consumer connect and market leadership

• 2021 - Honoured by as one of India's Best Brands

• 2023 - Received the "Iconic Brands of India" award by ET Edge

• 2023 - Won the BARC & ERTC Media Award for "Brand of the Decade" in the FMCG category

• 2023 - Honoured with the BARC Marketing Meister Award for marketing excellence and innovation

• 2025 - Received the prestigious India's Influencer Conclave Award for the Best Influencer Campaign in the F&B category

• 2025-2026 - Recognized with the Best Brand ET Now Award and the ET Now Iconic Award

These achievements reflect Vadilal's enduring commitment to delivering quality, innovation, and memorable consumer experiences
across generations.

CERTIFICATIONS:

At Vadilal, quality, food safety, and operational excellence remain at the core of every process. The company's world-class manufacturing
facilities and stringent quality systems are backed by internationally recognized certifications.

The Ice Cream manufacturing facilities at Pundhra, Gujarat and Bareilly, Uttar Pradesh are certified under:

• ISO 22000:2005 - Food Safety Management Systems

• ISO 9001:2015 - Quality Management Systems

• BRC Global Standard for Food Safety (Issue 7)

These certifications demonstrate Vadilal's adherence to global standards in food safety, hygiene, and manufacturing excellence.

Vadilal's long-standing commitment to Good Manufacturing Practices (GMP), rigorous food safety protocols, and continuous innovation
has played a pivotal role in building its reputation as a trusted and respected brand in both domestic and international markets.

FINANCE:

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

The Company continued to enjoy strong banking relationships with under multiple banking arrangement with leading banks namely
ICICI Bank Ltd., HDFC Bank Ltd., IndusInd Bank Ltd. & IDBI Bank Ltd. and maintained adequate working capital facilities to support its
business operations. During the year, the Company repaid the pledge finance facility availed against inventories of Skimmed Milk Powder
(SMP) and Butter from The Kalupur Commercial Co-operative Bank Ltd.

In line with its growth and expansion plans, the Company further strengthened its borrowing profile through the sanction of additional
credit facilities from its bankers. HDFC Bank Limited sanctioned a Term Loan of ' 120 Crore for financing the Company's capital
expenditure program at Pundhra Plant, for which the company has been granted a subsidy under the Animal Husbandry Infrastructure
Development Fund (AHIDF) scheme, and a Working Capital facility of ' 30 Crore. Further, ICICI Bank Limited sanctioned a Term Loan
of '50 Crore for routine capital expenditure requirements and an additional Working Capital facility of ' 25 Crore. These facilities are
expected to enhance the Company's financial flexibility and support its ongoing business growth initiatives.

The Company's financial discipline and credit profile continued to be recognized by the rating agency. The latest credit ratings assigned
by India Ratings & Research Pvt. Ltd. are "IND A /Positive" for Fund-Based Working Capital Limits and Term Loans and "IND A1 " for Non¬
Fund-Based Limits dated 10.07.2026.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year - 2025-2026, the Company has deposited unclaimed/ unpaid fixed deposit amount of ' 2,80,076/- to Investor
Education and Protection Fund - IEPF.

During the Financial year - 2025-2026, the Company has also transferred ' 3,31,437 /- being amount of unpaid dividend for the year -
2017-2018 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:

II. Details of Deposit from Public [Accepted under Companies Act, 1956 and Companies (Acceptance of Deposit) Rules,
1975].

b. As on 31^st March, 2026, deposit of ' 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 one step down subsidiary of Vadilal Industries (USA) Inc. namely Krishna Krupa Corporation 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 Company's 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, 2026 are available at the website 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, 2026 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, 2026 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 Director's Report. The BRSR indicates the Company's
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 - Ein 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 Supply Agreement with VEL is due to expire on September 30, 2026. The board of Directors have recommended renewal of the said
agreement for a period of one year.

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 attention of the members to Note - 46 to the financial statement which sets out related party disclosures.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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 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 non¬
independent 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: 01358344) as a non-executive non-independent director of the Company, Ms. Shalini Raghavan (DIN: 03569413),
Mr. Shivakumar Dega (DIN: 00364444), and Mr. Nagarajan Sivaramakrishnan (DIN: 03060429) 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. He resigned
as an Independent Director and Chairman of the Company w.e.f 17^th February, 2026.

Mr. Nagarajan Sivaramakrishnan (DIN: 03060429) was appointed as an Interim Chairman of the Company for a period of one year w.e.f
12^th May,2026.

In accordance with the provisions of Articles of Association of the Company Mr. Rajesh R. Gandhi (DIN:00009879) ,Mr. Devanshu L. Gandhi
(DIN:00010146) and Mr. Janmajay V. Gandhi (DIN: 02891386) were redesignated as Non-executive non-independent directors w.e.f
29^th September, 2025

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

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the company approved the appointment
of Mr. Himanshu Kanwar as Chief Executive Officer (CEO) of the Company with effect from 29^th September, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder, Mr. Janmajay V. Gandhi, Director
(DIN:02891386) 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 a necessary resolution
has been incorporated in the notice of the meeting.

Necessary resolution relating to Director who is seeking appointment/reappointment is included in the Notice of Annual General
Meeting. The relevant detail of the said Director is 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, 19 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:

Iln 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 Company's 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:

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 and the Board of Directors of the Company, at its
Meeting held on 14^th July, 2025 the Shareholders approved the appointment of M/S Walker Chandiok & Co LLP as Statutory Auditors
of the Company for a period of 5 years from the conclusion of 41^st Annual general Meeting held in 2025 till conclusion of 46^th annual
general meeting to be held in the year 2030.

INTERNAL AUDITORS

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.The Company has appointed Internal Audit Head who reports to the Audit Committee.

SECRETARIAL AUDITOR:

The Secretarial Audit Report for the financial year ended March 31,2026 is annexed herewith marked as Annexure - H to this Report.

M/s SPAN & Co., Company Secretaries LLP (Firm Registration No. P1988MH009800),have been appointed as the Secretarial Auditors of the
Company for a period of five consecutive years commencing from F.Y 2025-26 till F.Y 2029-30.

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 -2025-2026.

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 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.

• 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

• 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 ' 0.25 crore for the financial years 2017-18 and 2018-19
and ' 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 statements of the Company.

(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. The approval is awaited.

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, 2026 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 company's 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 Directors of the Company have 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
program for its employees on the said policy on prevention, prohibition and redressal of sexual harassment at workplace adopted
by the Company.

• 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 whole¬
hearted co-operation and support.

For and on behalf of the Board of Directors
Mr. Nagarajan Sivaramakrishnan

Date :. 12^th August, 2026 Chairman

Place : Ahmedabad DIN : 03060429