Your Directors have pleasure in presenting the Thirty Sixth Annual Report together with the Audited Financial Statements for the
Financial Year ended 31^st March, 2026.

A. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended 31^st March, 2026 is summarized below:

(Rs. in Lakhs except per share data)

* Previous year's figures have been re-grouped wherever necessary.

COMPANY'S PERFORMANCE
Standalone

The Standalone Total Income for the Financial Year ended 31^st March, 2026 stood at Rs. 54,657.57 Lakhs as against the corresponding
figures of previous Financial Year which stood at Rs. 48,834.94 Lakhs representing growth of 12%. The Standalone Profit before tax
(Incl. Exceptional Items) for the Financial Year ended 31^st March, 2026 stood at Rs. 13,224.22 Lakhs as against the corresponding
figures of previous Financial Year which stood at Rs. 10,642.71 Lakhs.

Consolidated

The Consolidated Total Income for the Financial Year ended 31^st March, 2026 stood at Rs. 70,332.89 Lakhs as against the
corresponding figures of previous Financial Year which stood at Rs. 60,364.49 Lakhs representing growth of 17%. The Consolidated
Profit before tax (Incl. Exceptional Items) for the Financial Year ended 31^st March, 2026 stood at Rs. 12,009.40 Lakhs as against the
corresponding figures of previous Financial Year which stood at Rs. 9,160.07 Lakhs.

B. BUSINESS DEVELOPMENT:

During the fiscal year, the company successfully executed a high-impact growth strategy centred on global market penetration,
infrastructure scalability and operational sustainability.

The Company has transitioned from an export-focused distributor led model to a mainstream global FMCG Company through
strategic 'feet on street' initiatives. During the fiscal year, the Company has secured high value retail listings globally by securing
shelf space in tier 1 global retailers including Costco (US and Australia), Tesco (UK), Albert Heijn (Europe), Sainsbury's (UK) and
Safeway Albertsons (US). Coupled with new listings, the Company has also completed a strategic brand refresh for Ashoka and
Truly Indian which will enhance brand equity through premiumization across international markets. To reinforce the success of
these listings, the Company has optimised its salesforce adding a dedicated sales team in Australia and reorganized U.S. commercial
operations, directly resulting in wider market reach and accelerated product listings. Our 'Truly Indian' brand achieved a milestone
presence in over 3,000 retail outlets across the US market.

A pivotal milestone for future revenue growth was the commissioning of the Surat, Gujarat facility in Q4 2026. Phase 1 of the
expansion will add 10,000 MTPA of high demand frozen product lines. At full utilization of phase 1, the facility is projected to
contribute approximately Rs. 250 crore to the top line.

The initiatives undertaken in FY 2025-26 have significantly de-risked the business by diversifying revenue streams and securing the
supply chain. With the Surat facility coming online and distribution channels widening in the U.S., Australia and the UK, the Company
is well-positioned for non-linear growth in the coming fiscal years.

I n the domestic market, the Company continued to develop its business under the ADF Soul brand, which is positioned as a
"better-for-you” packaged foods offering for urban Indian consumers. During the year, the brand expanded its portfolio across
pickles, chutneys, dips and frozen foods, including parathas, samosas, frozen breads and snacks. The Company also widened the
brand's reach through its own website, leading e-commerce and quick-commerce platforms, as well as select modern trade outlets
in Mumbai and Pune. Brand-building and digital marketing initiatives were also undertaken during the year. While the scale-up of
the brand remained gradual, the Company continued to refine its go-to-market approach and expand its channel presence in the
domestic market.

During the year, the Company also progressed its environmental initiatives. A Zero Liquid Discharge (ZLD) system was installed at
the Nadiad plant, while the ZLD system at the Nasik plant was upgraded to improve water recycling efficiency. The Company also
initiated implementation of a hybrid renewable energy arrangement for the Nadiad plant, which is expected to meet a substantial
portion of its power requirements from FY 2026-27 onwards.

Overall, the above initiatives were aimed at strengthening the Company's market presence, manufacturing capability and
sustainability performance.

C. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company subsequent to the close of
FY 2025-26 till the date of this report.

D. SHARE CAPITAL:

The Authorised Share Capital as on the date of this Report is Rs. 25,00,00,000/- (Rupees Twenty Five Crore Only) comprising of
12,50,00,000 (Twelve Crore Fifty Lakh) equity shares of Rs. 2/- each.

The Paid-up Share Capital as on the date of this Report is Rs. 21,97,27,190/- (Rupees Twenty One Crore Ninety Seven Lakh Twenty
Seven Thousand One Hundred and Ninety Only) comprising of 10,98,63,595 (Ten Crore Ninety Eight Lakh Sixty Three Thousand Five
Hundred and Ninety Five) equity shares of Rs. 2/- each.

Your Company has not issued any Shares with differential voting rights or by way of rights issue or sweat equity shares or shares
under ESOP. Further, it has not provided any money to its employees for purchase of its own shares, hence your Company has
nothing to report in respect of Rule 4(4), Rule 8, Rule 12(9) and Rule 16 of the Companies (Share Capital & Debentures) Rules, 2014.

E. DIVIDEND:

During the year, the Company issued an Interim Dividend of Rs. 0.60/- per share (i.e. 30%) on equity share of face value of Rs. 2/-
each in the month of November, 2025, involving a cash outflow of Rs. 6.59 crore.

Further, based on the performance of the Company, the Board of Directors of your Company, at their meeting held on 13^th May, 2026,
recommended a Final Dividend at Rs. 0.60/- per share (i.e. 30%) on equity shares of face value of Rs. 2/- each for the Financial Year ended
31^st March, 2026, subject to the approval of the Shareholders in the ensuing Annual General Meeting ('AGM') to be held on
12^th August, 2026. The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy
and dividend will be paid out of the profits of the year.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 6.59 crore. The total dividend
for Financial Year 2025-26 amounts to Rs. 1.20/- per share (i.e. 60%) and would involve a total cash outflow of Rs. 13.18 crore,
resulting in a dividend payout of 13.56% of the standalone net profit of the Company.

The Final Dividend, if approved by the Shareholders at the ensuing AGM will be paid within 30 (thirty) days from the date of
declaration of dividend, to those Shareholders whose names appear in the Register of Members / List of Beneficial Owners of the
Company as on 5^th August, 2026 ("Record Date”), received from the Depositories i.e. National Securities Depository Limited and
Central Depository Services (India) Limited.

The Register of Members and Share Transfer Books of the Company will remain closed from 6^th August, 2026 to 12^th August, 2026
(both days inclusive) for the purpose of payment of Final Dividend for the Financial Year ended 31^st March, 2026.

I n view of the changes made under the Income Tax Act, 2025, dividends paid or distributed by the Company shall be taxable in
the hands of the Shareholders. The Company shall, accordingly, make the payment of the Final Dividend after deduction of tax at
source, wherever applicable.

Pursuant 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/2026/03/Dividend-Distribution-Policy.pdf.

F. TRANSFER TO RESERVES:

During the year, 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:

As on 31^st March, 2026, your Company has 4 direct Subsidiaries and 5 step-down Wholly-owned Subsidiaries.

Subsidiaries:

ADF Foods UK Limited,

Telluric Foods (India) Limited,

ADF Foods Australia PTY Ltd.,

Power Brand (Foods) Private Limited*

Step-down Wholly Owned Subsidiaries:

Telluric Foods Limited,

ADF Holdings (USA) Limited,

ADF Foods (USA) Limited,

Vibrant Foods New Jersey LLC,

ADF Foods (India) Limited**

* 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, 2026 of the said Subsidiary are not required to be prepared.

** The Company's Subsidiaries have received the Order from Regional Director North Western Region, Gujarat dated 1^st April, 2026 approving the merger
between ADF Foods (India) Limited and Telluric Foods Limited under the fast-track route under Section 233 of the Companies Act, 2013. The merger
has simplified corporate structure and efficient utilization of capital and resources in the long run. The Appointed Date for the said merger was
1^st October, 2025 from when the business of the Transferor Company got merged and vested with the Transferee Company.

During the year under review, the Board of Directors have reviewed the affairs of the Subsidiaries in accordance with Section 129(3)
of the Companies Act, 2013. The Company has prepared consolidated financial statements of the Company which forms part of
this Annual Report. The 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. The statement also provides the details of performance and financial position of the
Company's Subsidiaries.

There has been no material change in the nature of the business of the Company's Subsidiaries. There are no associates or joint
venture companies within the meaning of Section 2(6) of the Act.

The financial statements of the aforesaid Subsidiaries of the Company as on 31^st March, 2026 may be accessed on the Company's
website at www.adf-foods.com.

Pursuant to provision of Regulation 16(1)(c) of the Listing Regulations, the Company has formulated a 'Policy on determining Material
Subsidiaries'. The said Policy can be accessed using the following link:

https://adf-foods.com/wp-content/uploads/2026/03/Policy-for-Determining-Material-Subsidiary.pdf.

H. BOARD OF DIRECTORS AND COMMITTEES:

• Directors

As on 31^st March, 2026, the Company has eight Directors with an optimum combination of Executive and Non-Executive
Directors including one Woman Director. The Board comprises of two Executive Directors and six Non-Executive Directors, out
of which four are Independent Directors.

• Appointments / Re-appointments

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Bimal Thakkar
(DIN: 00087404) Chairman, Managing Director & CEO of your Company, retires by rotation at the ensuing AGM and being
eligible, Mr. Bimal Thakkar offers himself for re-appointment. The Board of Directors, on the recommendation of Nomination
and Remuneration Committee, recommended his appointment for consideration of the Members at the ensuing AGM.

• Relationship between Directors Inter-se

The details of inter-serelationship between Directors are given in the Corporate Governance Report, which forms part of this
Annual Report.

• Meetings of Board of Directors

Four meetings of the Board of Directors of the Company were held during the financial year. The intervening gap between
two consecutive Board meetings did not exceed the period prescribed under the Companies Act, 2013. The details of the
Board Meetings are provided in the Corporate Governance Report, which forms part of this Annual Report.

• Committees of the Board

The Company has duly constituted the Committees of the Board as required under the Act read with applicable Rules made
thereunder and the Listing Regulations, as amended from time to time.

The Board of Directors of the Company has formed an Audit Committee which consists of Mr. Manmohan Srivastava,
Non-Executive Independent Director, as the Chairman, Ms. Deepa Misra Harris, Non-Executive Independent Director,
Mr. Ameet Hariani, Non-Executive Independent Director and Mr. Viren Merchant, Non-Executive Non-Independent Director as
Members of the Audit Committee.

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

The 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

The 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, which forms part of this Annual Report.

• 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, 2026, 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, 2026;

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.

• Independent Directors' Declaration

The Independent Directors have submitted a declaration that each of them meet the criteria of independence as provided in
Section 149(6) of the Act and Regulation 25 of the Listing Regulations and there has been no change on the circumstances
which may affect their status as independent director during the year.

• Independence of the Board

The Board comprises of optimal number of Independent Directors. Based on the confirmation/disclosures received from the
Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of
Regulation 16(1)(b) and Regulation 25 of the Listing Regulations and Section 149(6) of the Act:

1. Ms. Deepa Misra Harris (DIN: 00064912);

2. Mr. Pheroze Mistry (DIN: 00344590);

3. Mr. Manmohan Srivastava, IAS, (Retd.) (DIN: 02190050); and

4. Mr. Ameet Hariani (DIN: 00087866)

All the above Directors have registered themselves with the Independent Directors Databank. They are exempted from the
requirements of online proficiency self-assessment test conducted by 'Indian Institute of Corporate Affairs'.

The Board is of the opinion that the Independent Directors of the Company, including those appointed during the year, possess
the requisite qualifications, experience and expertise and hold the high standards of integrity. There has been no change in the
circumstances affecting their status as Independent Directors of the Company.

• Meeting of Independent Directors

A meeting of the Independent Directors was held on 7^th March, 2026 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.

• Performance Evaluation of the Board

Pursuant to the provisions of the Act and Regulation 17 of the Listing Regulations, the Nomination & Remuneration Committee
and Board 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.

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

• Familiarization Programme for Independent Directors

The Independent Directors of the Company are eminent personalities having wide experience in the field of business, finance,
legal and marketing. Their 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. The 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. The new Board Members
are also acquainted to access the necessary documents/brochures, Annual Reports and Policies available on the Company's
website at www.adf-foods.comto 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 at www.adf-foods.comand is available under the web-link:

https://adf-foods.com/wp-content/uploads/2026/04/Familiarization-Programme-2025-26.pdf

• Policy of Directors' Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) 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 Annual Report.

I. CASH FLOW STATEMENT:

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

J. CONSOLIDATED ACCOUNTS:

The 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
Act. The Consolidated Accounts of the Company and its Subsidiaries are annexed to this Annual Report.

K. GOVERNANCE:

• Corporate Governance Report & Management Discussion and Analysis Report

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

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

• Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy pursuant to Section 177 of the Act 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. The mechanism is reviewed
by the Audit Committee of the Company in accordance with the Listing Regulations. The Company did not receive any
such complaints during the year, hence no complaints were pending as on 31^st March, 2026.

Whistle Blower Policy of the Company is displayed on the Company's website at www.adf-foods.comand is available
under the web link: https://adf-foods.com/wp-content/uploads/2026/03/Whistle-Blower-Policy.pdf.

• Nomination and Remuneration Policy

The 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 at www.adf-foods.com.

• Risk Management Framework

The Company has adopted Business Risk Management System (BRMS) for mitigating various risks associated and
identified across all levels within the organization. This 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.

• Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its
operations. Review of the internal financial controls mechanism 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.

• Other Policies under the Listing Regulations

I n 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. The same has been hosted on the website of the
Company at the link:https://adf-foods.com/wp-content/uploads/2026/03/Policy-Determination-of-Material-Events.pdf.

The 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 [POSH Act].

The Company is committed to creating and maintaining an atmosphere in which employees can work together without fear
of sexual harassment, exploitation or intimidation. The 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. Further, the Board has constituted Internal Complaints Committee ('ICC') pursuant to the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.
ICC is responsible for redressal of complaints related to sexual harassment at the workplace in accordance with procedures,
regulations and guidelines provided in the Policy.

The Prevention of Sexual Harassment Policy of the Company is displayed on the Company's website atwww.adf-foods.com
and is available under the web-link:https://adf-foods.com/wp-content/uploads/2026/07/Sexual-Harassment-Policy-new.pdf

During the year, the Company has not received any complaint of sexual harassment.

o Compliance with Maternity Benefit Act, 1961

The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 and has policies, systems and
processes in places to ensure ongoing compliance.

L. PARTICULARS OF EMPLOYEES:

o Key Managerial Personnel (KMP)

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2026 are:

• Mr. Shardul Doshi, holding the position of Chief Financial Officer, resigned from the Company w.e.f. 10^th December, 2025. Mr. Srinivas Ayyagari
was appointed in his place as the Chief Financial Officer w.e.f. 3^rd February, 2026.

o Employees

During the Financial Year 2025-26, no employee received remuneration exceeding the monetary threshold of Rs. 1.02 crore
per annum or Rs. 8.50 lakh per month (if employed for part of the year), as specified under the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, except for the following:

• Mr. Bimal Thakkar, Chairman, Managing Director & CEO, whose remuneration is drawn from the Company's U.S. subsidiary;

• Mr. Arjuun Guuha, Whole-time Director;

• Mr. Shivaan Thakkar, President - USA Business, whose remuneration is drawn from the Company's U.S. subsidiary;

• Mr. Srinivas Ayyagari, Chief Financial Officer; (w.e.f. 3^rd February, 2026) and

• Mr. Balbir Singh, Vice President - Manufacturing.

Further, Mr. Shardul Doshi, CFO of the Company was also drawing remuneration exceeding Rs. 8.50 Lakhs per month who
resigned w.e.f. 10^th December, 2025.

The 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

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming in-house talent
enabling them to take higher responsibilities. The 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. Their 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:

The 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. There 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, if applicable 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.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.

Further, as per the Listing Regulations, all the material Related Party Transactions require Members approval. During the year under
review, no transaction crossed the materiality threshold. Therefore, 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 2025-26 and hence, does not form part of this report.

O. PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 and 76 of the Act and the Rules made thereunder
during the Financial Year 2025-26.

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

Pursuant to the provisions of Section 124 and Section 125(5) of the Act, the Company is required to transfer the dividends which
remained unpaid or unclaimed for a period of 7 consecutive years to the Investor Education and Protection Fund ("IEPF”) established
by the Central Government. No dividend was declared by the Company for the Financial Year 2017-18, and hence during the
Financial Year 2025-26, no dividend was due to be transferred to IEPF account.

Transfer of Equity Shares to the Demat account of IEPF Authority

Pursuant to the provision of Section 124(6) of the Act read with the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from time to time, it is mandatory for the Company to transfer all the underlying
shares to IEPF Authority in respect of which dividend has not been claimed for seven consecutive years or more.

The Company did not declare dividend for the year 2017-18 and hence during the Financial Year 2025-26 the Company was not
required to transfer any shares to IEPF Authority.

Nodal officer:

Name of the Nodal Officer: Ms. Shalaka Ovalekar, Company Secretary and Compliance officer.

Details of the Nodal Officer is mentioned on the website of the Company at
https://adf-foods.com/wp-content/uploads/2017/10/Details-of-Nodal-Officer-1.pdf

Q. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has adopted a Corporate Social Responsibility (CSR) Policy and constituted a CSR Committee in accordance with
Section 135 of the Companies Act, 2013. The Committee currently comprises of four members:

• Mr. Viren Merchant, Non-Executive Non-Independent Director;

• Mr. Bimal Thakkar, Chairman, Managing Director & CEO;

• Mr. Jay Mehta, Non-Executive Non-Independent Director;

• Ms. Deepa Misra Harris, Non-Executive Independent Director

For the Financial Year 2025-26, the Company was required to spend Rs. 1,88,27,712.22 towards CSR activities, after adjusting the
excess amount of Rs. 2,44,503.31 spent during the previous financial year 2024-25.

I n compliance with the applicable provisions, the Company spent Rs. 1,89,48,203.00 on various impactful CSR initiatives. These
included support for the education of underprivileged and differently-abled students, funding medical expenses for the needy,
providing food support to residential care centres for differently-abled youth and children undergoing cancer treatment, financial
aid to economically disadvantaged individuals, and programs promoting women empowerment, old age homes among others.

The Company's CSR Policy and the Annual Report on CSR activities, as required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014, are attached 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 separate 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, 2026 is available on the
Company's website at:

https://adf-foods.com/wp-content/uploads/2026/06/Annual-Return-2025-2026.pdf

T. AUDITORS AND THEIR REPORT:

o Statutory Auditors

At the Thirty Fourth Annual General Meeting ("AGM”) held on 01^st August, 2024, the Members had approved the appointment of
M/s. MSKA & Associates LLP, Chartered Accountants (formerly known as M/s. MSKA & Associates), (Registration No. 105047W)
as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the said AGM till the
conclusion of the AGM to be held for the Financial Year 2028-29.

The Board Members and the Audit Committee at their Meetings held on 13^th May, 2026 had reviewed the performance and
effectiveness of the audit process of Statutory Auditors including their independence. The Board Members and the Audit
Committee expressed their satisfaction towards the same.

The Statutory Auditors' Report for the Financial Year 2025-26, does not contain any qualification, reservation or adverse
remarks and therefore there are no further explanations to be provided for in this Report.

o Secretarial Auditors

At the Thirty Fifth Annual General Meeting held on 12^th August, 2025, the Members had approved the appointment
M/s. Dedhia Shah & Partners LLP, Peer Reviewed Company Secretaries in Practice (Registration Number: L2025MH019000)
as the Secretarial Auditors of the Company for a period of 5 (five) consecutive years to hold office commencing from
Financial Year 2025-26 till Financial Year 2029-30.

The Secretarial Audit Report is annexed herewith as Annexure IV. There are no material observations or instances of
non-compliance in the report. The Company does not have any Indian unlisted material subsidiary requiring separate secretarial
audit report under Regulation 24A of the Listing Regulations.

o Internal Auditors

The Company had appointed M/s. RMJ & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No. W100281) to
conduct Internal Audit of the Company for the Financial Year 2025-26.

M/s. RMJ & Associates LLP, have been re-appointed as the Internal Auditors of the Company for the Financial Year 2026-27.

The 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 Act are
not applicable for the business activities carried out by the Company.

o Details with respect to fraud reported by the Auditors

During the year, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to
be disclosed under Section 134(3)(ca) of the Act.

U. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review, there were no significant or material orders passed by any Indian Regulatory Authority, Court or
Tribunal which could affect the Company's going concern status or its future operations.

V. LISTING OF SHARES:

The Company's equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly
paid the necessary listing fees with the concerned Stock Exchange(s) for the Financial Year 2025-26.

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 Act read with 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:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior
Management. A declaration to this effect has been signed by Mr. Bimal Thakkar, Chairman, Managing Director & CEO and forms part
of this Annual Report.

Z. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016):

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of
application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.

AA. VALUATION FOR ONE TIME SETTLEMENT:

The 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:

The various policies and codes adopted by the Company are stated in detail in the Corporate Governance Report, which forms part
of this Annual Report.

The Company during the financial year complied with the applicable provisions of the Secretarial Standards issued by the
Institute of the Companies Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

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.

For and on Behalf of the Board of Directors

Bimal Thakkar
Chairman, Managing Director & CEO
DIN: 00087404

Mumbai, 13^th May, 2026
Regd. Office:

83/86, G.I.D.C. Industrial Estate, Nadiad - 387 001, Gujarat
Tel.: 0268-2551381/2, Fax: 0268-2565068;

E-mail:info@adf-foods.com; Website: www.adf-foods.com
CIN: L15400GJ1990PLC014265