Your Directors are pleased to present the 38^th Annual Report on the business and operations of M/s
Vadilal Dairy International Limited ('the Company') along with the Audited Financial Statements for the
year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

STATE OF COMPANY'S AFFAIRS:

The Company has earned revenue from the operations of Rs. 2662.65/- lakhs during the year ended on
31^st March, 2025 as against Rs. 2501.93/- lakhs during the previous year ended on 31^st March, 2024.

The Company reported Loss of Rs. (88.87)/- lacs during the year ended on 31^st March, 2025 as
compared to the loss of Rs. (175.30)/- lacs during the previous year ended on 31^st March, 2024.

The Company's EPS is Rs. (2.78) for the year ended 31^st March,2025 as compared to Rs. (5.7) for the
previous year ended 31^st March,2024.

BUSINESS OUTLOOK:

The Company expects to improve its performance by achieving targets and the approach would be to
continue with the growth momentum while balancing risk.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 15,00,00,000 (Rupees Fifteen Crores) and the Paid
up capital of the Company is Rs. 3,19,41,500 (Rupees Three Crores Nineteen Lakh Forty One Thousand
and Five Hundred).

During the year no changes took place in Share Capital of the Company.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY 2024-25 is available on company's website at
https://www.vadilalicecream.com/index.html

DIVIDEND:

In order to conserve the resources and for further growth of the Company, the Management does not
propose to pay any dividend for the Financial Year ended 31^st March, 2025.

TRANFER TO RESERVES:

The Board does not propose transfer of any amount to Reserves for the Financial Year 2024-2025.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the year under review, there are no material changes and commitments affecting the Financial
Position of the Company which has occurred between the end of the Financial Year to date of the
Report.

The Company's shares were listed at Bombay Stock Exchange (BSE) in the year 1994-95 and were
suspended from trading in the year 2002. The company is regularly complying with the Regulations of
BSE Limited & SEBI.

The Board of Directors of the Company comprises the following directors and Key Managerial
Personnel as on 31^st March, 2025.

During the period under review following changes took place in the Composition of Board of Directors
of the Company:

1. Mrs. Kavita Pawar (DIN: 02717275) was appointed as an Additional Non Executive Independent
Director of the company w.e.f. 04^th September, 2024 and tendered her resignation as an
Independent Director of the company on 05^th December, 2024.

2. Mrs. Sarika Karande (DIN: 10861062) was appointed as an Additional Non Executive Independent
Director of the company w.e.f. 05^th December, 2024 and designated as Independent Director in the
Extra Ordinary General Meeting held on 17^th March, 2025.

3. Ms. Rhea Shailesh Gandhi (DIN: 02717275), was appointed as an Additional Executive Director of
the company w.e.f. 14^thFebruary,2025 and designated as Executive Director in the Extra Ordinary
General Meeting held on 17^th March, 2025.

4. Mr. Subhashchandra Pandurang Patil (DIN: 01872909) ceased to be Director due to retirement and
completion of tenure of two consecutive terms as Independent Director of the Company.

Mrs. Bela Shailesh Gandhi is liable to retire by rotation at the 38^th Annual General Meeting in terms of
Section 152 read with Section 149(13) of the Companies Act 2013 and the said Director has offered
herself for reappointment.

The resolution for her reappointment is incorporated in the Notice of the ensuing Annual General
Meeting and the brief profile and other information as required under Regulation 36(3) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") relating to his forms
part of the Notice of ensuing Annual General Meeting.

Mr. Umesh Rupareliya (PAN: AANPR6776P) is appointed as the Chief Financial officer of the company
w.e.f 08^th July, 2025.

TRANSACTION WITH RELATED PARTIES:

There are some transactions with related parties which fall under the scope of the Section 188 (1) of the
Act. Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with
rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure A" in Form AOC -2 and forms
part of this report.

CASH FLOW STATEMENT:

In conformity with provisions and Regulation 34 (2) (c) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015, the cash flow statement for the year ended on March 31, 2025 is
attached as a part of the Annual Accounts of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

The Company has adequate internal controls and processes in place with respect to financial statements
which provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements. The company has a mechanism of testing the control at regular interval for
testing the operating effectiveness, to ascertain the reliability and authenticity of financial information,
for safeguarding the assets, for prevention and detection of frauds and errors, for accuracy and
completeness of accounting record and for timely preparation of financial information and it also
conducts physical verification of inventory, Fixed assets and cash on hand and matches them with the
books of accounts.

Your Company has in place, adequate internal financial control with reference to financial statements,
commensurate with size, scale and complexity of its operations. During the year, such control was
tested and no reportable material weakness in design or operation was observed.

Your Audit committee of the Board of Directors is actively taking part in reviewing the adequacy and
effectiveness of internal financial control system and suggests the improvements to strengthen the
same.

DETAILS OF SUBSIDARY/ JOINT VENTURES / ASSOCIATE COMPANIES:

The Company does not have any Subsidiary Company, Joint Ventures or Associate Companies as per
provisions of Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT:

Your Company has laid down a Sexual Harassment Policy. The company has zero tolerance on sexual
harassment at workplace. During the year under review, there was no case pursuant to the sexual
harassment at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and there were no cases
pending to be addressed / resolved either at the beginning or at the end the year.

Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

DEPOSITS:

Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 including any statutory
modification(s) or re-enactment (s) thereof for the time being in force.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

The Company has not given any loans or guarantees covered under the provisions of Section 186 of the
Companies Act, 2013 and Rules made there under.

The details of the investments made by the Company are given in the Notes to Financial Statements.
DECLARATION BY AN INDEPENDENT DIRECTOR(S):

All the Independent Directors of the Company have declared that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1) (b)
of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 which have been relied by the
Company and were placed at the Board Meeting.

FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015, a structured questionnaire was prepared after taking into
consideration the various aspects of the Board's functioning, composition of Board and its committee,
culture, execution and performance of specific duties, obligations and governance. The performance
evaluation of the independent directors was completed. The performance evaluation of chairman and
the non independent director was carried by the Independent director. The Board of directors
expressed their satisfaction with the evaluation process.

REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of
Directors and Key Managerial Personnel of the Company. This policy amongst others lays down the
criteria for selection and appointment of Board of Directors. The Details of the policy is posted on
website www.vadilalicecream.com

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirement of SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 the Company has put in place a familiarization programme for the Independent
Directors to familiarize them with their role, rights and responsibilities as Directors, the working of the
Company, changes in the regulatory environment, etc.

Details of familiarization program are provided on website of Company www.vadilalicecream.com
DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to
Directors' Responsibility Statement, it is hereby confirmed that:

i) . In preparation of the annual accounts for the financial year ended March 31, 2025, the

applicable accounting standards have been followed and there are no material departures.

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

iii) . 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;

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

v) They have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were generally operating effectively;

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

The Statement of Disclosure of Remuneration under Section 197 of the Companies Act, 2013 and Rule 5
(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:

1. The Ratio of the remuneration of each Director to the median of the employees of the Company and
percentage increase in remuneration of Directors is as follows:

Remuneration of Directors:

1. As on 31^st March, 2025 there were total of 126 employees on the roll of the Company for the
year ended 31-03-2025.

2. There was no change in the remuneration of Directors for the year ended 31-03-2025.

3. Increase/decrease in remuneration depends upon factors like Company performance, Bench
Marking, Inflationary trends, talent availability, turnover and regulatory provisions part from
the individual performance of employees.

4. The Company affirms that the remuneration is as per the remuneration policy.

STATUTORY AUDITORS AND AUDITORS REPORT:

The Company has appointed M/s. PVM & Company as Statutory Auditor of the Company to hold office
for a term of 5 years till the conclusion of the Annual General Meeting to be held in the financial year
2027.

M/s PVM & Company have given a written confirmation to the Company to the effect that their
appointment, if made would satisfy the criteria provided in Section 141 Companies Act 2013 and would
also be in conformation within the limits specified in Section 139 of the Companies Act, 2013.

The Notes on Financial Statement referred to in Auditors Report are self explanatory and do not call for
any further comments. The Auditors Report does not contain any qualifications, reservations, or
adverse remarks.

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. SG &
Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the
year. The Secretarial Audit report is annexed herewith as "Annexure B".

Observations by secretarial auditor:

1. The Share Holding of Promoter Group is not held in dematerialized form as on date and the
Company is in the process of dematerialising the same.

2. The Shareholding of Promoters which is held in dematerialized form is freeze due to penal
reason.

3. The Company has not appointed Company Secretary as per the provisions of Sec 203 of the
Companies Act, 2013 during the year 2024-2025.

4. The Independent Directors of the Company are not registered on IICA portal except Mrs.
Sarika Arjun Karande.

Explanation by the management:

1. The Company has communicated to the Shareholders to get their Shares dematerialized and the
same is mentioned in the Annual Report also.

2. The process to unfreeze the shares which has been freeze due to personal reason has been
initiated by the Promoters.

3. The Company is in process of appointing a suitable candidate for the post of Company
Secretary.

4. The Company is in process of getting the independent Directors registered on IICA Portal.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report forms an integral part of this Report and gives details
of overall industry structure, economic developments, performance and state of affairs of the
Company's business.

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

The particulars relating to conservation, technology absorption, foreign exchange earnings and outgo,
as required to be disclosed under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 relating to the conservation of energy and technology. The same
is attached in "Annexure C".

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND
EMPLOYEES:

The Company has a vigil mechanism and has adopted Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion
and in line with our vision of being one of the most respected companies in India, the Company is
committed to the high standards of Corporate Governance and stakeholder responsibility.

The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be met out to any person for a genuinely raised concern.

The Code of conduct for the Board of Directors and Senior Management states that Directors and Senior
Managers of the Company shall endeavor to promote ethical behavior and to provide opportunity to
employees to report violation of laws, rules, regulations or code of conduct and policy directives
adopted by the Company to the appropriate personnel without fear of retaliation of any kind for reports
made by the employees in good faith.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code. As the Equity shares of the Company are
suspended at BSE Limited there was no trading of shares during the year. However all Directors and the
designated employees have confirmed compliance with the Code.

RISK MANAGEMENT:

The Company has a well defined process to ensure risk is identified and steps to treat them are put in
place at the right level in the management.

The Company's risk management framework is based on a clear understanding of various risks,
disciplined risk assessment and measurement procedure and continuous monitoring. The policies and
procedure established for this purpose are continuously benchmarking with international best practice.
The risk management process is continuously improved and adapted to the changing global risk
scenario. The risks identified are updated along with the mitigation plans as part of annual planning
cycle. The senior leadership team reviews the status of initiatives as part of business review meetings.

ENVIRONMENT AND SAFETY:

Your company has adopted all essential Techniques, Mechanisms and International Standard Measures
for the Safety and Protection of workers at factory of the company. Your company has consistently
emphasized sustainability in use of natural and non renewable resources. Within the factory the efforts
are on going to continuously assess and improve operational efficiencies, minimize consumption of
water , energy and emission of CO2 even as production volume are maximized. Within the factory your
Company constantly evaluates new initiatives that could reduce waste and emissions and actively
engages the employees to increase awareness about the need to sustain the environment. Your
Company believes that safety practices are important in every activity, function and location wherever
the employees are engaged, and is committed to maintaining the safety culture.

CORPORATE SOCIAL RESPONSIBLITY (CSR):

CSR is not applicable to the Company as prescribed under Section 135 (1) of the Companies Act, 2013.
However, the Corporate Social Responsibility policy is available on the Company's website viz.,
www.vadilalicecream.com

PARTICULARS OF EMPLOYEES:

During the Year under report, your Company has not employed any person who is in receipt of
remuneration in excess of the limits specified under Section 197 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The details required as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is disclosed in Directors report. As per provisions of Section 136(1) of the
Companies Act, 2013, the Annual Report excluding the information required as per Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 on employees
particulars is being sent to the Members which, is however available for inspection at the Registered
Office of the Company during the working hours of the Company upto the date of ensuing Annual
General Meeting. If any member is interested in obtaining such information may write to the Company
in this regard.

CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, a
Report on Corporate Governance is not applicable to the Company as it does not fall under the criteria
of Paid up Share Capital of Rs. 10 Crore and Turnover of Rs. 25 Crore. But certain important points have
been highlighted as below:

Meeting of Board of Directors and Other Committee Meetings:

Board Meeting:

The Board of Directors comprises of Eight Directors, four are Executive and four are Non- Executive
Directors. The Chairman of the Board is Executive Director.

Details of Directors constituting the Board, their attendance at the Board Meetings of the Company are
as follows:

* Rhea Gandhi was appointed on 14^th February,2025 & Kavita Pawar resigned as an Independent
Director on 5^th December, 2024, and Sarika Karande was appointed as an Independent Director on 05^th
December,2024.

Audit Committee:

The composition of the Audit Committee is in alignment with the provisions of Section 177 of the
Companies Act, 2013 read with the Rules issued there under and Regulation 18 of SEBI (Listing
Obligation and Disclosure Requirement) Regulation, 2015.

The details of meetings, composition and attendance of Members of the Committee are as follows:

Four Audit Committee meetings were held as follows:

Attendance at the Audit Committee:

* Retirement of Mr. Subhashchandra Patil, effective from 30^th September, 2024.

@The Committee took note of the retirement of Mr. Subhashchandra Patil, effective from 30^th
September, 2024. As a result, the Audit Committee is hereby reconstituted. Mr. Mahesh Pandya,
Independent Director of the company, is nominated as the Chairman of the Audit Committee.

Nomination and Remuneration Committee:

The Committee has the overall responsibility of approving and evaluating the Nomination and
Remuneration plans, policies and programs for Executive/ Non Executive Directors.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the
Company along with the details of meeting held and attended by the Members of the Committee during
the Financial Year 2024-2025 is detailed below:

The Nomination and Remuneration Committee meeting were held on the following dates:

* Retirement of Mr. Subhashchandra Patil, effective from 30^th September, 2024

@The Committee took note of the retirement of Mr. Subhashchandra Patil, effective from 30^th
September, 2024. As a result, the Nomination and Remuneration Committee is hereby reconstituted.
Mr. Mahesh Pandya, Independent Director of the company, is nominated as the Chairman of the
Nomination and Remuneration committee.

Stakeholders Relationship Committee:

The Committee has to mandate to review and redress Shareholder grievance including Complaints
related to Non- Receipt of Securities/ Share Certificate, Non- Receipt of Balance Sheet, Dividends, etc.
The Committee reviews Shareholders' complaints and Resolution thereof.

The Composition of the Stakeholders Relationship Committee is in compliance with the provisions of
Section 178 of the Companies Act, 2013 read with rules issued there under and Regulation 20 of SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015.

The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company
along with the details of the meetings held and attended by the Members of the Committee during the
Financial Year 2024-25 is detailed below:

* Retirement of Mr. Subhashchandra Patil, effective from 30^th September, 2024.

@The Committee took note of the retirement of Mr. Subhashchandra Patil, effective from 30^th
September, 2024. As a result, the Stakeholder Relationship Committee is hereby reconstituted. Mr.
Mahesh Pandya, Independent Director of the company, is nominated as the Chairman of the
Stakeholder Relationship Committee.

The details of Complaints received and resolved during the Year ended 31^st March, 2025 are as follows:

No. of Complaints Received- 1
No. of Complaints Resolved- 1
No. of Complaints Pending- 0

Independent Directors:

The Independent Directors meet without the presence of Non- Independent Directors. These meetings
are formal and enable the Independent Directors to interact and discuss matters including review of
performance of the Non- Independent Directors and the Board as a whole, review the performance of
the Chairman of the Company, taking into account views of Executive/ Non- Executive Directors and
assessing the quality, quantity and timeliness of flow of information between the Company's
management and the Board that is necessary for the Board to effectively and reasonably perform their
duties.

The Composition of Independent Director is as follows:

* Retirement of Mr. Subhashchandra Patil, effective from 30^th September, 2024.

@ The Committee took note of the retirement of Mr. Subhashchandra Patil, effective from 30/09/2024.
Mr. Mahesh Pandya, Independent Director of the company, is nominated as the Chairman of the
Meeting.

The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2016.

The Meeting of Independent Directors was held on 14^th February, 2025 and all the Independent
Directors of the Company were present at the Meeting.

Corporate Social Responsibility Committee:

The provisions of CSR were not applicable during the F.Y.2024-25. However, the Company has
formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company
as specified in Schedule VII to the Companies Act, 2013.

GENERAL SHAREHOLDERS INFORMATION:

STATUTORY DISCLOSURES:

The Company has complied with all the statutory requirements. A declaration regarding compliance of
the provisions of the various statutes is also made by the Managing Director at each Board Meeting. The
Company ensures compliance of the ROC, SEBI Regulations and provisions of the Listing Agreement.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can
have impact on the going concern status and the Company's operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy
Code, 2016.

Compliance with Secretarial Standards:

The Company has in place proper systems to ensure compliance with the provisions of the applicable
secretarial standards issued by the Institute of Company Secretaries of India.

Disclosures Under The Maternity Benefit Act, 1961:

During the year under review, the Company complied with the provisions of the Maternity Benefit Act
1961 along with all the applicable amendments & undertook necessary measures to ensure compliance
for all eligible employees.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code ,
2016:

Your Company has not filed any application under the Insolvency and Bankruptcy Code, 2016. Also no
proceeding is pending under the said code during the Financial Year 2024-25.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from shareholders, bankers, regulatory bodies, distributors, suppliers, and other business
constituents during the year under review. Your Directors also wish to place on record their deep sense
of appreciation for the commitment displayed by all executives, officers and staff, resulting in the
successful performance of the Company during the year.

For and on behalf of the
Board

For Vadilal Dairy International
Limited

Sd/-

Shailesh Gandhi
Managing Director
DIN:01963172

Date: 01^st September,2025
Place: Boisar