Directors Report of Sundrop Brands Ltd.

Mar 31, 2025

Your Directors hereby present their Annual Report,
together with the audited accounts of the Company
for the financial year ended March 31, 2025.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s Standalone Financial Results for the
year ended March 31, 2025 is as follows:

amongst India''s best food companies.

FY25 Gross Margin was higher than prior year by
'' 6 Crores led by increase in Foods GM by '' 10 Crore
while Staples'' GM declined by '' 4 Crore.

Particulars	2024-25	2023-24
Net Sales	7,913.66	7,566.39
Other Income*	34.22	34.42
Total Income	7,947.88	7,600.81
Operating Expenses	7,703.06	7,262.79
EBITDA	244.82	338.02
Depreciation	220.56	205.23
Interest	15.96	28.76
Profit before Tax & exceptional item 8.30		104.03
Exceptional items-Income/(Exp.)	(1,467.54)	26.81
(Loss)/Profit Before Tax	(1,459.24)	130.84
Taxes	(352.08)	34.42
(Loss)/Profit After Tax	(1,107.16)	96.42
Other Comprehensive Income/(Loss) #	(2.30)	(1.94)
Total Comprehensive Income/Loss	(1,109.46)	94.48

*Includes other operating revenue
# Net of taxes

The Company closed the year with revenue of '' 791
Crore, 5% higher than FY24. The Foods business closed
the year with revenues of '' 480 Crore, 7% higher than
FY24. While your Company witnessed significant
inflationary pressures during the year, it was able to
largely mitigate the impact of commodity price
changes and improved Gross Margin (GM) by
'' 6 Crore. However, EBITDA/Profit before exceptional
items declined due to change in accounting estimate
for the sales returns, increase in secondary freight &
warehousing and higher royalty payout compared
to prior year. Exceptional items include i) Provision for
Impairment of '' 70.57 Crore related to identified three
cash generated units (CGUs) and Provision for
impairment of '' 65.47 Crore related to specified
property, plant and equipment pertaining to certain
products not expected to continue and where
management will initiate process of disposal in due
course, ii) Acquisition related costs of '' 5.16 Crore on
legal and professional, due diligence costs and other
fees, iii) Provision for duty paid under protest for
Custom Duty related litigation of '' 5.55 Crore.

1.2 Key Indicators

With 18 years Revenue CAGR in the Foods business
of 16.4% and accelerated growth in second half of
FY25, your Company continues on track to be

2. DIVIDEND

With the change in ownership and board, your
Company has embarked on a new phase and a
revised business strategy is being developed. As a part
of this exercise, the Board has evaluated all lines of
business. As an outcome, the Company is going to
enhance focus on high growth areas while some
businesses that are underperforming are being
deprioritized. In addition, the Company has revisited
and provided for expenses related to certain past
legal obligations where recovery was due to the
Company. As a result, the Company has a negative
PBT and PAT in FY25. Given the need to preserve cash
and continue to be a zero-debt company, your
Directors are recommending no Dividend for the year
ended March 31, 2025.

STATEMENT OF RETAINED EARNINGS ('' Millions)

Particulars	2024-25	2023-24
a) At the beginning of the year 3,672.77		3,650.89
b) Add: (Loss)/Profit for the year	(1,107.16)	96.42
c) Add: Other Comprehensive	(2.30)	(1.94)
Income/Loss (net of tax)
d) Less: Dividends	73.11	72.60
e) At the end of the year	2,490.20	3,672.77

Pursuant to Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as ''Listing Regulations''),
the Company adopted a Dividend Distribution Policy
vide its Board meeting held on July 22, 2021 in terms
of the requirements of the Listing Regulations. The
Policy is available on the Company''s website at
https://www.sundropbrands.com/pdf/code-of-
conduct/DividendDistributionPolicv.pdf

3. RESERVES

The Board proposes not to transfer any amount to
reserves.

4. RESPONSBILITY STATEMENT

The Directors confirm that:

(a) in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

(b) 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 statement of 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 the Companies
Act, 2013 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 were
operating 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.

5. CHANGE IN CONTROL

The Promoter of the Company i.e. CAG-Tech
(Mauritius) Limited, along with its holding company,
Conagra Europe B.V. had entered into a Share
Subscription Agreement dated February 29, 2024 (SSA)
with Zest Holding Investments Limited ("Acquirer"),
whereby, the Acquirer had acquired 100% control
over the Promoter Company. Pursuant to the Public
Announcement of Open Offer made on the February
29, 2024, Detailed Public Statement made on March
7, 2024, and pursuant to indirect acquisition of the
Company by the Acquirer, the Acquirer indirectly held

1,26,16,619 equity shares of the Company on a fully
diluted basis and has acquired control over the
Company effective from August 28, 2024.

This Transaction had attracted an obligation on the
Acquirer to make an open offer to the Public
Shareholders of the Company as required under
Regulation 3(1), 4 and 5 of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011.
Accordingly, Letter of Offer (the "LOF") in relation to
the Open Offer was dispatched to the Eligible Public
Shareholders of the Company by Zest Holding
Investments Limited along with Zest Investments
Limited ("PAC 1"), Samara Capital Partners Fund III
Limited ("PAC 2"), Infinity Holdings ("PAC 3") and
Infinity Holdings Sidecar I ("PAC 4") collectively referred
to as the persons acting in concerts with the Acquirer.
The date of Opening of Offer was Thursday, July 11,
2024 and date of Closing of Offer was Thursday, July
25, 2024.

Pursuant to the completion of Open offer, 86 shares
were tendered and transferred by 4 Shareholders of
the Company in favour of Zest Investments Limited
("PAC 1").

Pursuant to change in Control of the Company, the
Board of Directors was re-constituted with new
nominees Directors recommended by the Promoter
Company.

6. ACQUISITION OF DEL MONTE FOODS PRIVATE
LIMITED ("DMFPL")

During the year, your Company has completed the
acquisition of 100% of the issued and outstanding
equity shares of Del Monte Foods Private Limited
pursuant to (i) the share purchase agreement dated
November 14,2024 executed amongst the Company,
DMPL India Limited and Del Monte Foods Private
Limited ("DMFPL"); and (ii) the share purchase
agreement dated November 14, 2024 executed
amongst the Company, Bharti Enterprises Limited,
Bharti (SBM) Holdings Private Limited, Bharti (RBM)
Holdings Private Limited, Bharti (RM) Holdings Private
Limited and Bharti (Satya) Trustees Private Limited (on
behalf of Bharti (Satya) Family Trust) and DMFPL. The
acquisition was completed on February 6, 2025.
Following the completion of the acquisition, DMFPL
has become a wholly owned subsidiary of the
Company. Consequent to acquisition of DMFPL,
subsidiary of DMFPL, Delmonte Foods India (North)
Private Limited has also become the step-down
subsidiary of your Company.

The boards of directors of DMFPL and its subsidiary Del
Monte Foods India (North) Private Limited was
reconstituted with: (a) nominees of the Company
along with 1 independent director appointed on the
board of directors of DMFPL; and (b) nominees of the

Company appointed on the board of directors of Del
Monte Foods India (North) Private Limited.

7. PREFERENTIAL ALLOTMENT OF SHARES

In consideration for the acquisition of DMFPL and to
give effect to the share swap arrangement (i.e.
consideration other than cash), the Company has
allotted 1,33,27,589 fully paid-up equity shares of the
Company having a face value of '' 10/- each at a
price of '' 975.5/- per equity share to the selling
shareholders of DMFPL by way of a preferential
allotment. The selling shareholders include DMPL India
Limited, Bharti Enterprises Limited, Bharti (SBM) Holdings
Private Limited, Bharti (RBM) Holdings Private Limited,
Bharti (RM) Holdings Private Limited and Bharti (Satya)
Trustees Private Limited (on behalf of Bharti (Satya)
Family Trust). The preferential allotment was for
consideration other than cash. However, for the
purpose of accounting of business combination, the
Company has considered fair value of '' 792.75 per
equity share on the date of the completion of
acquisition i.e. February 6, 2025.

8. INCREASE IN AUTHORIZED SHARE CAPITAL

During the year, the Authorised Share Capital of the
Company has been altered from the existing
Authorised Share Capital of '' 35,00,00,000 ('' Thirty-
Five crore) divided into 2,50,00,000 (Two crore fifty
lakhs) Equity Shares of ''10/- ('' Ten Only) each and
10,00,000 ('' Lakhs) cumulative preference shares of
''100/- ('' Hundred Only) each to '' 50,00,00,000 ('' Fifty
crore) divided into 5,00,00,000 (Five Crore) Equity
shares of '' 10/- ('' Ten Only) each and consequently
the Memorandum of Association of the Company was
also altered.

9. CHANGE OF NAME OF THE COMPANY

The name of the Company has been changed from
"Agro Tech Foods Limited" to "Sundrop Brands
Limited" w.e.f. March 8, 2025 as approved by the
Ministry of Corporate Affairs. The new name of the
Company i.e. Sundrop Brands Limited was also
approved by BSE Limited (BSE) and National Stock
Exchange of India Limited (NSE), the stock exchanges
where the Shares of the Company are listed. The new
name reflected on BSE & NSE'' websites w.e.f. March
28, 2025.

Consequently, the old name, i.e. "Agro Tech Foods
Limited" was substituted with the new name "Sundrop
Brands Limited", wherever it occurred in all the relevant
documents of the Company including agreements,
deeds, documents, contracts, POA wherein the
Company is a party or interested and at all other
places, wherever appearing.

10. ADOPTION OF NEW SET OF MEMORANDUM OF
ASSOCIATION AND ARTICLES OF ASSOCIATION

The Company has adopted the new set of
Memorandum of Association and Articles of
Association of the Company to align it with the
provisions of Companies Act, 2013, which was
approved by the Board of Directors of the Company,
in their meeting held on November 14, 2024. The
Shareholders'' approval was also obtained in the 12th
Extra Ordinary General Meeting (EGM) held on
December 11, 2024.

11. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on
Corporate Governance along with Auditors'' Report
on its compliance is annexed, forming part of the
Annual Report.

Additionally, this contains compliance report signed
by the Group Managing Director and CEO of the
Company in connection with compliance with the
Code of Conduct, and also CEO/CFO Certification
as required by SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

In-line with the requirements of Companies Act, 2013,
your Company has constituted the Board Committees
and has in place all the statutory Committees required
under the law.

Details of Board Committees along with their terms of
reference, composition and meetings of the Board
and Board Committees held during the year, are
provided in the Corporate Governance Report.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORT
(MD&A)

Based on feedback from members on the Annual
Report and Accounts, this report includes MD&A as
appropriate so that duplication and overlap between
the Directors'' Report and a separate MD&A is avoided
and the entire material is provided in a composite and
comprehensive document.

13. INDUSTRY STRUCTURE & DEVELOPMENTS

The Indian FMCG market stays poised for remarkable
growth in the coming years, fueled by rising disposable
incomes, expanding middle-class, strong rural growth
and the proliferation of digital commerce. While the
industry witnessed a slowdown in 2024 and was
impacted by rising raw material costs and inflation,
the Company has seen a recovery from second half
of 2024 and expect the momentum to sustain in 2025.

To secure a profitable slice of this competitive market,
one needs to have a diverse portfolio of products with
clear right to win which your Company has already
established over many years of sustained investments.
Because of the attractive nature of the Indian Foods
market, it continues to attract capital both through
public and private markets. However, your Company''s
strengths of a well distributed in-house manufacturing
capabilities and a powerful distribution network

covering around 493,000 stores across India ensures
that your Company is well positioned to defend its
turf and drive aggressive growth. Your Company
continue to invest on mass media to strengthen the
brand imagery and drive new consumer acquisition
& consumption expansion from existing consumers.
The Company also continue to innovate and expand
the consumer base through entry in new segments,
formats and taste experiences for the consumers and
thereby ensuring that the brands and product
offerings remain a preferred choice of the consumers.

14. OPPORTUNITIES AND THREATS

The continued growth of the Indian Foods market and
your Company''s presence in low penetrated
categories in food provides an enormous opportunity
for a steady growth in Revenues and Profits for the
Company.

The Company has strong Brands and powerful Foods
portfolio representing fast growing categories like
Ready to Cook Snacks, Ready to Eat Snacks, Spreads
and Breakfast Cereals. The directors also believe that
the company needs to prioritise resource allocation
to proven high growth and high market share
categories to power the Company into a strong Foods
Company in India.

However, rising input costs, particularly for raw
materials in edible oils segment, are impacting margins
and potentially leading to price hikes there by
impacting consumption and premiumisation. The
primary threat to your Company''s P&L has been the
significant contribution of the Edible Oils business.
However, over time this has been significantly reduced
and in FY25 the Foods business contributed to 60% of
sales and 60% of Gross Margin.

15. STATE OF THE COMPANY''S AFFAIRS

Your Company has registered a consistent growth in
the Foods business with 16% CAGR over the last 18
years through entry into new categories and fastÂ¬
growing segments. Your Company has been pioneers
in building the Popcorn based snacks and Peanut
butter segment in the country and occupy a
leadership or dominant share position in these
categories. Key to this continued growth is expansion
of distribution and investment in advertising spends.
The Company was successfully able to further expand
retail coverage in FY25 ending the year with direct
retail coverage of around 493,000 retail stores. The
Company also invested to build the Brand franchise
in emerging channels like E-commerce and Quick
Commerce and were able to grow its business in these
channels substantially. Overall, A&P spends increased
marginally but remained at healthy 6% to foods
topline. The expansion of coverage together with
steady brand investments sets your Company in a

good place for a steady and sustained growth in the
Foods business.

16. PRODUCT CATEGORIES

16.1 Ready to Cook (RTC) Snacks:

Revenues from the Ready to Cook Snacks business
were up by 7% in FY''25 driven by 5% growth in volumes.
While your Company enjoy leadership in the segment
it operates in, it has significant headroom in this
category by driving both penetration and
consumption. Thus, the Board has enhanced the
investments on mass media in latter part of last year
and have seen growth acceleration. The Board shall
continue to drive investments and shall innovate on
pack size, price points and new flavours to further
expand the business going forward.

16.2 Ready to Eat (RTE) Snacks:

Revenues from the RTE Snacks business grew
handsomely by 30% in value and 26% in volume. The
Company saw significant success in the RTE Popcorn
business (grew by 42% vs prior year) and is now in a
dominant national leadership position in this category.
Going forward, your Company will seek to leverage
the learnings, trade relationships and distribution
infrastructure of RTE Popcorn business to help scale
business in other RTE Savoury and Sweetened snack
products in the portfolio and enhance its revenue and
profitability of the segment.

16.3 Spreads & Dips:

Revenues from the Spreads business were lower by
7% vs. prior year. The Company has seen multiple new
players entering the Peanut Butter segment in last few
years which has expanded the category through
innovations of natural and / or high protein offerings.
The Company has been also innovating through
launches of new tastier peanut butter products like
Peanut Butter jelly which has seen good success in
the last few months. Building on our recent success,
the Company now plans to introduce and compete
in a fast-growing high protein segment. The Company
expects these introductions to significantly aid the
expansion of Peanut Butter business in fast growing E-
commerce and Quick commerce channels.

Your Company has continued to invest in mass media
in the Peanut Butter on-the-table segment and have
seen growth in small packs giving the confidence that
the Company continue to attract new consumers in
this fast-growing segment. Your Company shall also
continue to launch newer tastier products and
convenient formats in this segment to sustain the
strong share and market position. Through this
approach, the Board is confident to be able to drive
growth and share recovery in the years ahead and
strengthen the Company''s market position in the
overall segment.

16.4 Breakfast Cereals:

Overall, Breakfast Cereals revenue declined by 3% as
the Company discontinued some of the product lines
launched in the previous year based on the muted
market response. Having said that, your Company has
also been able to identify winning products which shall
allow to build attractive and sizeable portfolio in this
segment. A steady expansion of distribution enabled
the Company to grow centre-filled Sundrop Popz
revenues by 11% in FY25. A distributed supply chain
supported by plants across the country places the
Company in a strong position to have clear leadership
in this important category in the future. The Company
also had a strong response in the Masala Oats
segment with revenue growth of 15% and volume
growth of 4%.

16.5 Chocolates:

The Company saw a decline of 23% in revenue in the
Chocolate Confectionery category in FY25. Based on
the Board of Directors'' assessment of the business, they
have taken a call to focus on the fast-growing
segments and hence not make any further growth
investments in this category. In due course of time,
the Board of Directors shall also look at opportunities
to dispose off or re-pivot the capacities in this segment.

16.6 Premium Staples:

In line with the stated goals of the Company, the focus
in FY25 remained on profitability for this category. The
20% additional import duty introduced on edible oils
in the second half of the year led to a significant
increase in raw material prices of edible oils, there by
impacting Gross Margins. While the Company was
able to pass on the price increases, it did see the
impact on volumes in response to the increased
pricing. On a full year basis, your Company was able
to increase the premium staples volume by 2% and
value by 4%, though the Gross Margin was marginally
lower than the Prior Year by 3%. The Company was
also successfully able to grow the adjacencies such
as Plain Oats by 17% in value terms and is looking to
further strengthen the business in this fast-growing
segment.

16.7 Mass Edible Oils/Staples:

Due to significant increase in the edible oil prices and
to protect the margin, the Company reduced its focus
in this Category in FY25 resulting in volume decline of
21% and revenue decline of 17%. Going forward the
Company is re-evaluating its play in edible oils
segment and shall focus on growth of premium oils
while continuing to operate in the mass oil segment
as a flanker. The Board believes play in this segment
may be needed to sustain the sourcing strengths and
scale of operation, which is critical to sustain the
margins in this highly competitive category.

17. RESEARCH, QUALITY & INNOVATION (RQI)

Innovation remains the driver of growth for your
Company and the Board continues to make
investments which ensure that your Company
continue to deliver innovative products which address
unmet consumer needs and bring delightful food
experiences to the consumers. Your Company''s
unique plant centered innovation model ensures a
robust flow of innovation at an efficient cost and quick
turnaround time.

18. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

A Statement giving details of conservation of energy,
technology absorption and foreign exchange
earnings and outgo in accordance with Rule 8(3) of
the Companies (Accounts) Rules, 2014 is attached as
Annexure A and forms part of this report.

19. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Engaged Employees are critical to the success of your
Company. In FY25, despite the change of control
news at the start of the year, employees have
remained engaged and the Company successfully
managed the transition with improving revenue
growth rates quarter on quarter (from -3% in Q1,
2% in Q2, 8% in Q3 to 12% in Q4). The continuing
strong momentum in the Company driven by solid
foods business growth and innovation has helped the
Company to stay positive on the future outlook for
the business.

Your Company will continue to ensure that it has a
highly engaged and productive organization to
deliver on its vision and goals.

20. KEY FINANCIAL RATIOS

The details of significant changes in the key financial

rn irÂ»c nrn nc frJIrwA/c

Particulars	2024-25	2023-24	%Variance
(i) Debtors Turnover Ratio	12.13	11.14	8.89%
(ii) Debt Service Coverage Ratio	13.20	7.52	75.78%
(iii) Current Ratio	2.10	2.05	2.49%
(iv) Inventory Turnover Ratio	3.94	3.04	29.43%

21. RETURN ON NET WORTH

The Return on Net worth as compared to the previous
financial year is as follows:

Particulars	2024-25	2023-24
(i) Return on Net Worth	(11.43%)	1.96%

22. PARIICULARS OF EMPLOYEES

The information required pursuant to Section 197(12)
of the Act, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing, inter
alia, ratio of remuneration of directors and KMP to

median remuneration of employees and percentage
increase in the median remuneration are annexed
herewith as Annexure B and forms part of this Report.

The statement containing particulars of employees
as required under Section 197 of the Act read with
Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
is provided in a separate annexure forming part of
this Report. However, in terms of Section 136 of the
Act, the Report and Accounts are being sent to the
Members and others entitled thereto, excluding the
information on employees'' particulars which is
available for inspection by the Members at the
Registered Office of the Company during business
hours on working days of the Company. In case any
Member is interested in obtaining a copy thereof, such
Member may write to the Company Secretary of the
Company. The Nomination and Remuneration
Committee of the Company has affirmed that the
remuneration is as per the Remuneration Policy of the
Company.

23. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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.

24. PARTICULARS OF CONTRACTS WITH RELATED
PARTIES

All contracts, arrangements or transactions entered
into by the Company during the financial year with
related parties were in the ordinary course of business
and on an arm''s length basis. During the year, the
Company has not entered into any contract or
arrangement or transaction with related parties which
could be considered material in accordance with the
policy of the Company on materiality of related party
transactions, Companies Act, 2013 and Listing
Regulations. Form AOC-2 containing the note on the
aforesaid related party transactions is enclosed as
Annexure C and forms part of this Report.

The related party disclosures, including details of the
transactions with Promoter group, form part of the
financial statements provided in this Annual Report.

25. EMPLOYEE STOCK OPTION PLAN

During the year, based on the recommendation of
the Nomination and Remuneration Committee, the
Board of Directors considered and approved the

termination of the existing Agro Tech Employee Stock
Option Plan of 2012, (as modified in 2015 and 2022)
subject to completing all formalities as required under
the applicable laws and regulations.

Based on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors
considered and approved the formulation of "Agro
Tech Foods Limited Employee Stock Plan 2024
(ATFOODS ESOP 2024 or "Scheme")", in terms of the
SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021. The Shareholders of the
Company had approved "Agro Tech Foods Limited
Employee Stock Plan 2024" by passing a special
resolution by requisite majority of the Shareholders on
April 27, 2025 through Postal Ballot by voting through
electronic means only, subject to other regulatory /
statutory approvals as may be necessary. The result
of the Postal Ballot was submitted to BSE and NSE on
April 28, 2025 and was also uploaded on the website
of the Company. The Company had submitted an
application on May 3, 2025 to the Stock Exchanges
where shares of the Company are listed i.e. BSE and
NSE for their in-principal approval for "Agro Tech Foods
Limited Employees Stock Plan 2024". The Plan is in
compliance with the provisions of SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021. Further details of the Plan are available on the
website of the Company at www.sundropbrands.com

Pursuant to the provisions of the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, ("eSoP
Regulations"), the certificate received from the
secretarial auditor of the Company confirming
implementation of the Scheme in accordance with
the said regulations and the resolution passed by the
members, will be made available at the AGM. In terms
of regulation 14 of the ESOP Regulations, a statement
giving complete details, as at March 31, 2025, is
available on the website of the Company at
www.sundropbrands.com

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has transferred the required CSR
amount of '' 44,46,130/- to the Prime Minister''s National
Relief Fund in the month of March, 2025 which is in
line with regulatory requirements. In addition, your
Company continues to work with Anganwadi''s as part
of the Company''s Poshan program designed to
address malnourishment.

As per Companies Act, 2013 as amended by
Companies (Amendment), Act, 2017, all Companies
having net worth of '' 500 Cr or more, or turnover of
'' 1,000 Cr or more or a net profit of '' 5 Cr or more
during the immediately preceding financial year will
be required to constitute a CSR Committee of the
Board of Directors comprising three or more directors,

at least one of whom will be an Independent Director.

Aligning with the guidelines, the Company has
constituted a CSR Committee comprising Mr. Satish
Premanand Rao, an Independent Director as the
Chairperson of the Committee and Mr. Rajesh Jain,
Ms. Richa Arora, Mr. Harsha Raghavan, Mr. Manish
Mehta and Dr. Om Prakash Manchanda as its
Members. The Committee is responsible for formulating
and monitoring the CSR Policy of the Company. The
CSR Policy of the Company, as approved by the Board
of Directors is available on the Company''s Website:
https://www.sundropbrands.com/pdf/code-of-
conduct/CSR-POIICY.pdf

The Annual Report on CSR activities is annexed
herewith as Annexure D and forms part of this Report.

27. RISK MANAGEMENT POLICY

The Company has formulated and adopted a revised
Risk Management Policy which has been approved
and adopted by the Board at the Board Meeting held
on October 21,2021 pursuant to SEBI (LODR) (Second
Amendment) Regulations, 2021, which requires top
one thousand listed Companies (based on market
capitalization of every financial year) to formulate and
disclose a Risk Management Policy. The testing in
accordance with the laid down policy is being carried
out periodically. The Senior Management has been
having regular Meetings for reassessing the risk
environment and necessary steps are being taken to
effectively mitigate the identified risks. A Risk
Management Committee has also been constituted
with a Committee of the Directors and senior
management to address issues which may threaten
the company.

28. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Vigil mechanism under Whistle Blower Policy has
been approved by the Board of Directors on October
17, 2014. This Whistle Blower Policy of the Company
provides opportunities to employees to access in
good faith, to the Management, concerns (in certain
cases to the Audit Committee) in case they observe
unethical or improper practices (not necessarily a
violation of law) in the Company and to secure those
employees from unfair termination and unfair
prejudicial employment practices. The policy has also
been uploaded on the website of the Company:
https://www.sundropbrands.com/pdf/code-of-
conduct/Whistle%20Blower%20Policv.pdf

29. INFORMATION SYSTEMS

Your Company continues to focus on the use of
technology and automation to drive productivity in
engaging with the Customers & Suppliers. We also
ensure that our Employees have access to robust
information to ensure best in class analysis of the

business and identification of opportunities to improve
shareholder return.

30. FINANCE AND ACCOUNTS
30.1 Internal Controls

The Company has a robust system of internal controls
commensurate with the size and nature of its
operations, to ensure orderly and efficient conduct
of business. These controls ensure safeguarding of
assets, prevention, and detection of fraud and error,
accuracy and completeness of accounting records,
timely preparation of reliable financial information and
adherence to the Company''s policies, procedures
and statutory obligations.

Your Company has established standard operating
procedures for smooth and efficient operations in
addition to ensuring internal controls. Your Company
has also documented:

â¢ A comprehensive Code of Conduct for the Board
Members and employees of your Company

â¢ An Employee Handbook

â¢ Whistle Blower Policy defined to provide channel
of communication without fear

â¢ Comprehensive frame work for Risk Management,
and

â¢ CEO/CFO Certification for Financial Reporting
Controls to the Board

The Company had appointed M/s. Grant Thornton
Bharat LLP as Internal Auditors of the Company for FY
24-25 to ensure adequacy of internal control systems
and make recommendations there to. Audit reports
are circulated to management, which takes prompt
action as necessary. The Board of Directors in their
meeting held on April 29, 2025, appointed M/s BDO
India LLP as the Internal Auditors of the Company for
FY 2025-26.

The Audit Committee of the Board meets periodically
to review the performance as reported by the
Auditors. The Internal and External Auditors also attend
the meetings and convey their views on the adequacy
of internal control systems as well as financial
disclosures. The Audit Committee also issues directives
and/or recommendations for enhancement in scope
and coverage of specific areas, wherever felt
necessary.

30.2. Cautionary Statement

Statements in this Directors'' Report and Management
Discussion and Analysis describing the Company''s
objectives, projections, estimates and expectations
may constitute "forward looking statements" within
the meaning of applicable laws and regulations.
Actual results may differ materially from those either
expressed or implied.

30.3 Outlook

With a Foods Turnover of '' 480 Cr in FY25 and 18 year
CAGR of 16.4%, your Company is well positioned to
be a major player in the Foods industry in India. This
proposition is further strengthened by a strong portfolio
of products and a powerful retail and online
distribution network which enables your Company to
ride on the growth opportunities in the segments the
Company operate in.

The Company shall continue to strengthen the focus
and investments in the business to drive for
accelerated growth of Revenue coupled with
improvements in margins. The Company stay
committed to become a significant player in the
Indian Foods Industry and join the ranks of India''s Best
Performing Most Respected Food Companies.

The Company shall also invest on building talent and
capabilities of people to build a highly engaged and
agile organisation. Your Company shall also enhance
its investments in technology and automation to
improve the distribution effectiveness and efficiency
through Sales Force Automation (SFA) and embrace
use of technology to streamline supply chains cost and
reduce costs at Company''s in-house manufacturing
facilities. Through, the acquisition of Del Monte Foods
Private Limited, your Company shall also explore
opportunities to build its business in foodservice
segment and also use the expanded and distributed
manufacturing set-up to build reach and efficiency
of the business in high growth RTE snacks segment.
The Company also plans to step up its presence in
SAARC countries in the coming years to expand its
business beyond India.

While commodity inflation remains a concern, your
Company is going to aggressively work on identifying
cost savings opportunities across the value chain
through operational excellence across
manufacturing, logistics, sourcing and sales so as to
expand the business profitability going forward.

31. DIRECTORS

In accordance with the provisions of Article 157 of the
Articles of Association of the Company, in so far as it is
not inconsistent with the relevant provisions of the
Companies Act, 2013, Mr. Harsha Raghavan and Mr.
Manish Mehta retire by rotation and being eligible,
offers themselves for re-appointment. A brief profile
of Mr. Harsha Raghavan and Mr. Manish Mehta is given
in the notice of the 38th Annual General Meeting.

Appointments during the year:

A) Based on the recommendation of Nomination and
Remuneration Committee and pursuant to the
provisions of Section 161(1) of the Companies Act,
2013 and the Articiles of Association of the
Company, the Board of Directors had appointed

in their meeting held on April 24, 2024;

i. Mr. Asheesh Kumar Sharma (DIN : 10602319) as
Managing Director and CEO of the Company for
a period of 5 years w.e.f. April 25, 2024 till April 24,
2029

ii. Mr. Alexander Byron Jacobs (DIN : 10597668) as
Additional Non-Executive Director of the
Company.

The shareholder''s approval was obtained on July 11,
2024 for Asheesh''s appointment as MD & CEO and for
Alexander Byron Jacobs appointment as NonÂ¬
Executive Director of the Company.

B) Mr. Rajesh Jain, Mr. Satish Premanand Rao and Ms.
Richa Arora were appointed as Non-executive
Independent Directors of the Company pursuant
to the provisions of Section 161(1) of the
Companies Act, 2013 and Article 147 of the Articles
of Association of the Company for a period of 3
years w.e.f. July 17, 2024. The Shareholders''
approval was obtained for their appointment as
Non-executive Independent Directors in the AGM
held on September 30, 2024.

C) Based on the recommendation of Nomination and
Remuneration Committee and pursuant to the
provision of Section 161(1) of Companies Act, 2013
and Articles of Association of the Company, the
Board of Directors has appointed in their meeting
held on August 28, 2024:

i. Mr. Harsha Raghavan (DIN: 01761512) as
Additional (Non-Executive) Director of the
Company, liable to retire by rotation, with no
remuneration and no sitting fees to be paid, with
effect from August 28, 2024.

ii. Mr. Manish Mehta (DIN: 06442038) as Additional
(Non-Executive) Director of the Company, liable
to retire by rotation, with no remuneration and no
sitting fees to be paid, with effect from August 28,
2024

The Shareholders'' approval was obtained for
appointment of Mr. Harsha Raghavan and Mr. Manish
Mehta as Non-Executive Directors of the Company
w.e.f. August 28, 2024 in the AGM held on September,
30, 2024.

D) Based on the recommendation of Nomination and
Remuneration Committee and pursuant to the
provisions of Section 161(1) of the Companies Act,
2013 and Article 147 of the Articles of Association
of the Company, the Board of Directors has
appointed in their meeting held on November 14,
2024:

i. Mr. Nitish Bajaj (DIN: 10835891) as an Additional
Director and Group Managing Director of the
Company for a period of 5 years effective from
November 25, 2024, liable to retire by rotation, on

the terms and conditions subject to the approval
of the shareholders, as per the relevant provisions
of the Companies Act, 2013, and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulation").

ii. Dr. Om Prakash Manchanda (DIN: 02099404) as
Non-executive Independent Director of the
Company effective from November 15, 2024 for
an initial term of 5 (Five) years, subject to the
approval of shareholders.

The Shareholders'' approval was obtained for the
appointment of Mr. Nitish Bajaj as Director and Group
Managing Director and Dr. Om Prakash Manchanda
as Non-executive Independent Director in the Extra
Ordinary General Meeting (EGM) held on December
11, 2024.

E) Based on the recommendation of Nomination and
Remuneration Committee and pursuant to the
provisions of Section 161(1) of the Companies Act,
2013 and Article 147 of the Articles of Association
of the Company, the Board of Directors has
appointed in their meeting held on February 6,
2025:

i. Mr. Harjeet Singh Kohli (DIN: 07575784) as an
Additional Non-Independent Non-Executive
Director of the Company, effective from February
6, 2025 liable to retire by rotation, subject to the
Shareholder''s approval.

ii. Mr. Karamendra Daulet Singh (DIN-00110827) as
an Additional & Non-Executive Independent
Director of the Company effective from February
6, 2025 for an initial term of 5 (Five) years, subject
to the Shareholder''s approval.

The shareholders'' approval was obtained for the
appointment of (i) Mr. Harjeet Singh Kohli, as NonÂ¬
Executive Director, effective from February 6, 2025,
whose period of office shall be liable to determination
by retirement of Directors by rotation and (ii) Mr.
Karamendra Daulet Singh, as Non-Executive
Independent Director effective from February 6, 2025
for an initial term of 5 (Five) years whose period of
office shall not be liable to determination by retirement
of Directors by rotation. The said approval was
obtained by passing an Ordinary Resolution and a
Special Resolution for item (i) and (ii) above
respectively through Postal Ballot by voting through
electronic means only ("remote e- voting") as Special
Business items. The said Resolutions were approved by
requisite majority of the Shareholders and passed on
April 27, 2025. The result of the Postal Ballot was
submitted to BSE and NSE on April 28, 2025 and was
also uploaded on the website of the company.

Change in designation during the year :

Mr. Asheesh Kumar Sharma (DIN: 10602319), vide

Resignation Letter dated November 14, 2024, resigned
from the position of Managing Director of the
Company with effect from November 25, 2024. With
the approval of Board, Mr. Asheesh Kumar Sharma
continued to act as an Executive Director & Chief
Executive Officer-Sundrop & Act-II Business of the
Company with effect from November 25, 2024 for the
remaining period of his tenure i.e. till April 24, 2029.
The Shareholders'' approval for the change in
designation of Mr. Asheesh Kumar Sharma was
obtained in the EGM held on December 11, 2024.

Retirement/Resignation during the year :

Mr. Sachin Gopal (DIN: 07439079) resigned from the
Directorship and Managing Director & CEO of the
Company w.e.f. close of business of April 24, 2024 on
account of personal reasons.

Lt. Gen. D.B. Singh, Mr. Sanjaya Kulkarni, Mr. Narendra
Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani,
non-executive Independent Directors, retired as the
Independent Directors of the Company w.e.f. close
of business hours of July 16, 2024, pursuant to
completion of their second term of appointment.

Mr. Pedro Labayen de Inza (DIN: 09576297) and Mr.
Trevor John Foster (DIN: 09669509), resigned as NonÂ¬
Executive Non-Independent Directors of the
Company w.e.f. the close of business hours of July 16,
2024 due to personal reasons.

Mr. James Patrick Kinnerk (DIN: 08773594) and Mr.
Alexander Byron Jacobs (DIN: 10597668), resigned as
Non-Executive Non-Independent Directors of the
Company w.e.f. August 28, 2024 due to change in
control of the Company.

Independent Directors¹ Confirmation :

All the Independent Directors of the Company as on
March 31, 2025 have also given confirmation to the
Company as provided under Section 149(6) of the
Companies Act, 2013 and Regulation 25(8) of SEBI
(LODR) Regulations, 2015 that:

a. they are persons of integrity and possess relevant
expertise and experience;

b. i. they are or were not a promoter of the

Company or its holding, subsidiary or associate
Company or member of the promoter group
of the company;

ii. they are not related to promoters or other
directors in the Company, its holding,
subsidiary or associate Company;

subsidiary or associate Company, or their
promoters, or directors, during the three
immediately preceding financial years or during
the current financial year;

d. none of their relatives-

(i) is holding any security of or interest in the
company, its holding, subsidiary or associate
company during the three immediately
preceding financial years or during the current
financial year:

Provided that the relative may hold security
or interest in the company of face value not
exceeding '' fifty lakh or two per cent of the
paid-up capital of the company, its holding,
subsidiary or associate company or such
higher sum as may be prescribed;

(ii) is indebted to the company, its holding,
subsidiary or associate company or their
promoters, or directors, in excess of such
amount as may be prescribed during the three
immediately preceding financial years or
during the current financial year;

(iii) has given a guarantee or provided any
security in connection with the indebtedness
of any third person to the company, its holding,
subsidiary or associate company or their
promoters, or directors of such holding
company, for such amount as may be
prescribed during the three immediately
preceding financial years or during the current
financial year; or

(iv) has or had any other pecuniary transaction or
relationship with the company, its holding,
subsidiary or associate company, or their
promoters, or directors, amounting to two
percent or more of its gross turnover or total
income or fifty lakh rupees or such higher
amount as may prescribed from time to time,
whichever is lower, singly or in combination with
the transactions referred to in sub-clause (i),

(ii) or (iii).

e. neither they nor any of their relatives-

(i) hold or has held the position of a key
managerial personnel or is or has been
employee of the Company or its holding,
subsidiary or associate Company or any
company belonging to the promoter group
of the company in any of the three financial
years immediately preceding the financial
year in which they were proposed to be
appointed;

(ii) is or has been an employee or proprietor or a
partner, in any of the three financial years

immediately preceding the financial year in
which they were proposed to be appointed,
of

(A) a firm of auditors or company secretaries
in practice or cost auditors of the
Company or its holding, subsidiary or
associate Company; or

(B) any legal or a consulting firm that has or
had any transaction with the Company,
its holding, subsidiary or associate
Company amounting to ten percent or
more of the gross turnover of such firm;

(iii) hold together with any relatives two percent
or more of the total voting power of the
Company; or

(iv) is a Chief Executive or director, by whatever
name called, of any non-profit organization
that receives twenty-five per cent or more of
its receipts or corpus from the Company, any
of its promoters, directors or its holding,
subsidiary or associate Company or that holds
two percent or more of the total voting power
of the Company;

(v) is a material supplier, service provider or
customer or a lessor or lessee of the Company;

f. they are not a non-independent director of any
other company on the board of which any nonÂ¬
independent director of the Company is an
independent director.

g. they are not aware of any circumstance or
situation, which exist or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgment and without any external
influence.

h. they possess appropriate skills, experience and
knowledge in one or more fields of finance, law,
management, sales, marketing, administration,
research, corporate governance, technical
operations or other disciplines related to the
company''s business.

i. they have complied with the requirement of subÂ¬
rule (1) and sub-rule (2) of Rule 6 of Companies
(Appointment and Qualification of Directors)
Rules, 2014 with regard to inclusion of their names
and/or renewal thereof, in the Independent
Directors data bank maintained with Indian
Institute of Corporate Affairs (IICA).

32. MEETINGS OF THE BOARD

The Board of Directors met 6 times during the period

April to March in the year 2024-2025 on the following

dates:

1. April 24, 2024

2. July 16, 2024

3. August 28, 2024

4. October 24, 2024

5. November 14, 2024

6. February 06, 2025

33. AUDIT COMMITTEE

The Company''s Audit Committee as on date of this
report comprises Five Directors, all of whom are nonÂ¬
executive and Independent Directors. This is in
compliance with Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. Mr. Rajesh Jain, an Independent
Director, is the Chairman of the Committee while Mr.
Satish Premanand Rao, Ms. Richa Arora, Dr. Om
Prakash Manchanda and Mr. Manish Mehta are its
Members. The Charter of the Committee is in line with
the requirements of Section 177 of the Companies Act,
2013 and the relevant clauses of the Listing
Regulations.

34. CRITERIA FOR REMUNERATING DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Company''s Key Managerial
Personnel, Whole-time Director and Employees is
measured on the progress being made on the
strategic vision of the Company, its revenue and
profitability.

Progress against the strategic vision of the Company
is measured by improvement in Gross Margin and
share of the Foods business to the total Net Sales of
the Company. Profitability is measured using Earnings
before interest, tax, depreciation and amortization
(EBITDA) as key measure.

The details as required under Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is being provided as an
Annexure B to this Report.

35. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy
in line with the requirements of the Companies Act,
2013. The performance evaluation of independent
directors is done by the entire Board of Directors
(excluding the director being evaluated). On the basis
of the report of performance evaluation, it shall be
determined whether to extend or continue the term
of appointment of the independent directors.

The annual evaluation of the Board is done at three
levels as (i) Board as a whole; (ii) Committees of the
Board and (iii) Individual Directors and Chairperson.

attendance, commitment, contribution and integrity.
The additional criteria for Independent Directors are
independence, independent views and judgment.

The remuneration/commission to Non-Executive and
Independent Directors is fixed as per the provisions
contained under Companies Act, 2013. The NonÂ¬
Executive Independent Director may receive
remuneration by way of fees for attending each
meeting of Board or Committee thereof, provided
that the amount of such fees shall not exceed
'' 1,00,000/- ('' One lakh only) per meeting of the Board
or Committee or such amount as may be prescribed
by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid
is not less than the sitting fee payable to other
directors.

Non-Executive Independent Directors are entitled to
remuneration by way of commission for each financial
year, up to a maximum of '' 15,00,000/- individually,
as approved by the Shareholders by way of Postal
Ballot Meeting through remote e-voting concluded
on April 27, 2025, pursuant to the provisions of Sections
149, 197, 198, Schedule V and all other applicable
provisions of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

An Independent Director shall not be entitled to any
stock options of the Company.

Copy of the Nomination and Remuneration policy is
annexed here with as Annexure E and forms part of
this Report and is also uploaded on the website of the
Company : https://www.sundropbrands.com/pdf/
code-of-conduct/Nomination%20and%20
Remuneration%20Policv.pdf

36. TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends
an orientation. To familiarize the new inductees with
the strategy, operations, business and functions of your
Company, the Senior Management make
presentations to the inductees about the Company''s
strategy, operations and products. The Company also
encourages and supports its Directors to update
themselves with the rapidly changing regulatory
environment. Also, at the time of appointment of
independent directors, the Company issues a formal
letter of appointment describing their roles, functions,
duties and responsibilities as a Director. During the year,
the Company had arranged familiarization program
for all Independent Directors (IDs) with respect to all
functional areas i.e. Sales, Marketing, Finance, HR,
Supply Chain, Manufacturing, Procurement and
Research, Quality & Innovation (RQI).

More details about familiarization Programme are
uploaded on Company''s website : https://
www.sundropbrands.com/pdf/other-information/
familiarisation programme independent directors.pdf

37. STATUTORY AUDITORS

M/s BSR and Co, Chartered Accountants (Firm Regn.
No. 128510W), were appointed as the Statutory
Auditors of the Company by the Shareholders'' at the
37th Annual General Meeting held on September 30,
2024, to hold office from the conclusion of the 37th
Annual General Meeting to the conclusion of the 42nd
Annual General Meeting.

The Report given by the Auditors M/s BSR and Co,
Chartered Accountants, on the financial statements
of the Company for financial year 2024- 25 is part of
the Annual Report. There has been no qualification,
reservation or adverse remark or disclaimer in their
Report. During the year under review, the Auditors had
not reported any matter under Section 143(12) of the
Companies Act, 2013 and hence, no detail is required
to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.

38. COST AUDIT

The Company is required to maintain the cost records
as specified by the Central Government under Section
148(1) of the Companies Act, 2013 and accordingly
such accounts and records are made and maintained
by the Company. An Audit of the Cost Accounts
maintained by the Company is also conducted by a
Cost Auditor appointed by the Board subject to the
approval of Shareholders.

39. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act,
read with Regulation 24A (1), (1A), (1B) and Rule 9 of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and other
applicable provisions, the Company appointed M/s.
Tumuluru and Company [Firm Registration No.
P1988AP052200], Company Secretaries to undertake
Secretarial Audit of the Company for the financial year
ended March 31,2025. The Secretarial Audit Report is
annexed herewith as Annexure F and forms part of
this Annual Report. There are no qualifications,
reservations or adverse remarks in the Secretarial Audit
Report. Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of material
subsidiary, Del Monte Foods Private Limited is annexed
herewith as Annexure G.

Further, as per Section 204 of the Act, read with
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and read with SEBI
(LODR) (Third Amendment) Regulations, 2024, the
Board on the recommendation of the Audit
Committee has recommended to appoint M/s.

Tumuluru and Company [Firm Registration No.
P1988AP052200], Company Secretaries as Secretarial
Auditor of the Company for a term of five years
effective from April 1, 2025 to March 31, 2030.

40. SUBSIDIARY COMPANIES

Your Company''s wholly-owned subsidary company,
Sundrop Foods India Private Limited has continued to
perform the role of aiding the Company''s expansion
of distribution and display of your Company''s
products. At the end of FY25, the number of sales staff
on the rolls of the subsidary company were 418.

Your Company''s wholly owned subsidiary Agro Tech
Foods (Bangladesh) Pvt. Ltd continues to deliver timely
production as we work to expand our business in a
neighboring emerging market with strong growth
potential.

Your Company will also be working towards leveraging
your Company''s wholly-owned subsidiary Sundrop
Foods Lanka (Private) Limited at an opportune time
basis the economic developments in that market.

During the year, with effect from February 6, 2025, Del
Monte Foods Private Limited (DMFPL) has become
wholly owned material subsidiary of the Company.
Del Monte Foods India (North) Pvt. Ltd. has become
step-down subsidiary of the Company.

Del Monte Foods''s product line-up, including the
Italian range, sauces, ketchup, dips and spreads, and
beverages, complements the Company''s product
portfolio with focus on high-quality, innovative food
solutions. This strategic transaction would further
enhance the Company''s presence across retail and
food services sectors, expanding its range and reach
to traditional retail, modern retail, quick-service
restaurants and food services customers.

During the year, the Board of Directors reviewed the
affairs of the subsidiary Companies. The Company has
published the audited consolidated financial
statements for the financial year 2024-25 and the same
forms part of this Annual Report. For DMFPL, 2 months''
statement of Profit and Loss for a period starting from
February 1,2025 till March 31,2025 and Balance Sheet
as on March 31, 2025 have been taken into
consideration for the audited consolidated financial
statements of the Company for the financial year
2024-25. This Directors'' Report does not contain the
financial statements of our subsidiaries. The statements
highlighting the summary of the financial performance
of the subsidiaries in the prescribed format is annexed
as Annexure H to this Report. The audited financial
statements and related information of subsidiaries are
available for inspection electronically and will be
provided to any shareholder on demand. The
separate audited financial statements in respect of
each subsidiary Company is also available on the

website of your Company https://www.sundrop
brands.com/annual-reports.aspx

41. ANNUAL RETURN

A copy of the Annual Return as provided under
Section 92(3) of the Companies Act, 2013 and Rule12
of the Companies (Management & Administration)
Rules, 2014 prepared as on March 31, 2025 shall be
placed on the website of the Company and the same
is available in the Company''s website: https://
www.sundropbrands.com/investors-information.aspx

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of amendment to Regulation 34 (2) (f) notified
by SEBI (LODR) (Second Amendment) Regulations,
2021 dated May 05, 2021, SEBI has mandated the new
reporting requirements on ESG parameters called the
Business Responsibility and Sustainability Report (BRSR)
as part of the Annual Report for top 1000 listed entities
based on market capitalization. The BRSR for FY 2024Â¬
25 is provided as part of this Annual Report.

43. GENERAL

Your Directors state that no disclosures or reporting are
being made in respect of the following items as there
were no applicable transactions or events on these
items during the year under review:

a. Details relating to deposits covered under Chapter
V of the Act.

b. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme
save and except under the ESOP scheme referred
to in this Report.

d. The Managing Director of the Company does not
receive any remuneration or commission from any
of its subsidiaries.

e. No significant or material orders were passed by
the Regulators or Courts or Tribunals which impact
the going concern status and Company''s
operations in future.

f. The Company has complied with the provisions
relating to constitution of Internal Complaints
Committee and no cases reported or filed during
the year pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

g. During the year, your Company has not accepted
any public deposits under Chapter V of
Companies Act, 2013.

h. Pursuant to Section 124 and Section 125 of the
Companies Act 2013 read with IEPFA (Accounting,
Audit, Transfer and Refund) Rules 2016 and any
amendment thereof, as may be applicable, an
amount of '' 538,288/- which remained unpaid /
unclaimed dividends pertaining to FY16-17 was
transferred to Investor Education and Protection
Fund on September 12, 2024.

i. During the year, the Company has transferred
8,901 unclaimed shares to IEPF account on
October 01, 2024. The detailed list of unclaimed
shares transferred to IEPF Authority is available in
the Company''s website www.sundropbrands.com

j. Pursuant to Section 124 and Section 125 of the
Companies Act 2013 read with IEPFA (Accounting,
Audit, Transfer and Refund) Rules 2016 and any
amendment thereof, as may be applicable, an
amount of '' 4,44,962.05/- (as on March 31, 2025)
of unpaid/unclaimed dividends pertaining to FY17-
18 will be transferred to Investor Education and
Protection Fund within the prescribed timelines.

k. Except as disclosed elsewhere in the Report, there
have been no material changes and
commitments made between the end of the
financial year of the Company and the date of
this Report. There has been no change in the
nature of business of the Company during the year.

l. No application was made during the year and no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) as at the end
of the financial year.

m. No instance of the valuation was required for one
time settlement and no valuation was done while
taking the loan from the Banks or Financial
Institutions.

44. APPRECIATION

The Board places on record their appreciation for the
contribution of its customers, employees, distributors,
co-packers, suppliers and all other stakeholders
towards performance of the Company during the
year under review.

On Behalf of the Board

Nitish Bajaj Asheesh Kumar Sharma

Group Managing Director Executive Director & CEO
DIN 10835891 DIN 10602319

Place: Gurugram
Date: May 19, 2025

Mar 31, 2024

Your Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2024.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s performance for the year ended March 31, 2024 is as follows:

Particulars	2023-24	2022-23
Net Sales	7,566.39	8,467.42
Other Income*	34.42	22.62
Total Income	7,600.81	8,490.04
Operating Expenses	7,262.79	8,042.22
PBDIT	338.02	447.82
Depreciation	205.23	212.31
Interest	28.76	31.80
Profit before Tax & exceptional item	104.03	203.71
Exceptional item	26.81	-
Profit Before Tax (PBT)	130.84	203.71
Taxes	34.42	53.91
Profit After Tax (PAT)	96.42	149.80
Other Comprehensive income #	(1.94)	(24.24)
Total Comprehensive income	94.48	125.56

*Includes other operating revenue # Net of taxes

The Strategic Foods business closed the year with revenues of '' 447 crore which were 2% higher than FY''23. Overall Revenues were however impacted by the lowering of edible oil prices relative to Prior Year, impacted by commodity price movements. While your Company was able to largely mitigate the impact of commodity price changes on Gross Margin, higher investments in Advertising & Promotion and increase in travel costs impacted PBT relative to Prior Year.

1.2 Key Indicators

With a 17 years Revenue CAGR in the Foods business of 1 7% Your Company is on track to be amongst India''s Best Performing Most Respected Food Companies.

				Total Foods NPS and Growth 94 YOY
500													m
4W											437 Â«
4W			a59%							4D3			60%
400								349					50%
350
350				\39%									40%
Â« 300		^rm		\ _ 135%				259 ,	iP				30%
Â£ 250							225
_						196							20%
l 200 150 100			-48â	\ \ Â¦Vi fir	172			Jl5%				h.	10% 0%
50	36	19 Â¦	1	1 N 111									-10%
	Â¦			1 1 1 1 1 1									â¢20%
	FY-OS	FY-D9	FY-13	FY-ll FY12 FY-13 FT-14 FY-L5 FY-16	FY-17	FY-18	FY-19	FY-20 FY-ll		FY-22 FY-13 FY-24
Â¦ Foods NP5 in Crores	36	49	71	108 95 129 115 159 171	171	196	215	259 3Â®		103 137 417
âFoods NPS Growth %		35%	59%	39% -11% 35% 5% UK t%	OS	15%	US	15% 35S		15% 9% 2%

FY''24 Gross Margin was lower than PY by '' 1Crore with a decrease in Foods'' GM by '' 70 Lakhs and Staples'' GM by '' 30 Lakhs.

250					Staples Foods GM					250
200	146	16t 146 y	192	^! 181	₅ 19C	¹ 18:	1 ^lil	* 185	¹ 17Â£	> 172 ¹⁷⁹ i₆9 174 173 ²Â°Â°
119 X " "1 1										'' 1 1 1 1 ¹⁰⁰94 97 96 1 1
50 1									58	70 72 75 _m
â ^{U U}	ll	27 \| 17	37	36	42	37	43	47		IL.
F 08 F05	) F10	F11 F12	l FI:	1 FI-	* FIE Food:	i F If s	i FI] taples â	r fie âTotal	1 FU	) F20 F21 F22 F23 F24

2. DIVIDEND

Given the continued strong cash flow of the Company relative to the limited on going Capital Expenditure of the Company, your Directors are pleased to recommend a Dividend of ''3/- per equity share of the face value of ''10/- each for the year ended March 31, 2024 subject to the approval of the shareholders at the Annual General Meeting to be held on September 30, 2024.

STATEMENT OF RETAINED EARNINGS (''Millions)

Particulars	2023-24	2022-23
a) At the beginning of the year	3,650.89	3,596.78
b) Add: Profit for the year	96.42	149.80
c) Add: Other Comprehensive	(1.94)	(24.24)
Income (net of tax)
d) Less: Dividends*	72.60	71.45
e) At the end of the year	3,672.77	3,650.89

* Dividend given to Agro Tech ESOP Trust excluded of '' 0.51 mm (Previous year '' 1.66 mm).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), the Company adopted a Dividend Distribution Policy vide its Board meeting held on 22^nd July, 2021 in terms of the requirements of the Listing Regulations. The Policy is available on the Company''s website at https:/ /www.atfoods.com/pdf/code-of-conduct/ DividendDistributionPolicv.pdf (atfoods.com)

3. RESPONSIBILITY STATEMENT

The Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 statement of 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 the Companies Act, 2013 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 were operating 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.

4. DIVESTITURE BY PROMOTER GROUP

The promoter of the Company i.e. CAG-Tech (Mauritius) Limited, along with its holding company, Conagra Europe B.V. have entered into a Share Subscription Agreement dated February 29, 2024 (SSA) with Zest Holding Investments Limited ("Investor"), whereby the Investor shall acquire 100% control over the Promoter Company and consummation of this transaction would result in the Investor acquiring indirect control over the Company ("Proposed Transaction"). The Company has received the Detailed Public Statement on March 7, 2024 in this regard. The Board and Management of the Company would strive to navigate through the challenges of this move on the business and the employees of the Company to ensure as normal a running of the business as possible.

The Proposed Transaction has attracted an obligation on the Investor to make an open offer to the Public Shareholder of the Company as required under Regulation 3(1), 4 and 5 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Accordingly, Letter of Offer (the "LOF") in relation to the Open Offer has been dispatched to the Eligible Public Shareholders of the Company by Zest Holding Investments Limited along with Zest Investments Limited ("PAC 1"), Samara Capital Partners Fund III Limited ("PAC 2"), Infinity Holdings ("PAC 3") and Infinity Holdings Sidecar I ("PAC 4") collectively referred to as the persons acting in concerts with the acquirer.

The date of Opening of Offer is Thursday, July 11,2024 and date of Closing of Offer would be Thursday, July 25, 2024.

The Company has submitted the written recommendation of the Independent Directors Committee on the open Offer to the Eligible Public Shareholders of the Company pursuant to Regulation 26(6) of the SEBI ("SEBI (SAST) Regulations") to SEBI, Stock Exchanges and the Manager to the Offer and also published the same in newspapers.

5. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law.

Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

6. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on feedback from members on the Annual Report and Accounts, this report includes MD&A as appropriate so that duplication and overlap between the Directors'' Report and a separate MD&A is avoided and the entire material is provided in a composite and comprehensive document.

7. INDUSTRY STRUCTURE & DEVELOPMENTS

The FMCG sector continues to remain an exciting sector with continued growth potential driven by India''s economic growth. Key to securing a profitable slice of this pie is having a diverse portfolio of products which will enable your Company to deliver steady and sustainable growth through a range of market appropriate offerings produced in a cost-effective manner at the Company''s in-house manufacturing capabilities.

Because of the attractive nature of the Indian Foods market it continues to attract capital both through public and private markets. However, the combination of your Company''s in-house manufacturing capabilities and a powerful distribution network

covering 485,000 stores across India ensures that your Company is well positioned to both defend its turf and drive aggressive consumer acquisition driven by identifying and meeting unmet consumer needs in the categories of choice.

8. OPPORTUNITIES AND THREATS

The continued growth of the Indian Foods market represents an enormous opportunity for a steady growth in Revenues and Profits for Your Company.

The Company''s powerful Foods portfolio allows representation today in 5 fast growing categories -Ready to Cook Snacks, Ready to Eat Snacks, Spreads, Breakfast Cereals and Chocolates. Your Director''s believe that these categories are sufficient to power the Company into one of the strongest Food Companies in India.

The primary threat to your Company''s P&L has been the significant contribution of the Edible Oils business. Over time however this has been significantly reduced and in FY''24 the Foods business contributed to 59% of Sales and 56% of Gross Margin.

9. STATE OF THE COMPANYâS AFFAIRS

Your Company has registered a consistent growth of 17% (CAGR) in the Foods business over the last 17 years through selective entry into fast growing categories.

Key to this continued growth is expansion of distribution and investment in advertising spends. The Company was successfully able to further expand retail coverage in FY''24 ending the year with c 485,000 stores in coverage. Brand franchise investments were also enhanced in FY''24 by c '' 4 crore with total A&P increasing to c '' 29 crore. The expansion of coverage together with steady brand franchise investments sets your Company in a good place for a steady and sustained growth in the strategic Foods business.

10. PRODUCT CATEGORIES

10.1 Ready to Cook Snacks:

Revenues from the Ready to Cook Snacks business were lower by 1% in FY''24. This reflected the positive impact of a 2% growth in Volume which was more than offset by lower price realization relative to PY as the Company responded to lower edible oils input prices with a lowering of price to the consumer. The lower pricing is now coming into the base and going forward the Company expects to see steady Volume and Value growth with Instant Popcorn already at a c 3% Volume Growth.

10.2 Ready to Eat Snacks:

Revenues from the RTE Snacks business were higher than PY by 20% driven by a 22% growth in Volumes. The Company saw significant success in the RTE Popcorn business (up 34% vs PY) and is now in a strong

national leadership position in this Category. Going forward your Company will seek to leverage the learnings from RTE Popcorn in other RTE Snacks to help increase scale while using sweet products in the portfolio to enhance profitability.

10.3 Spreads & Dips:

Revenues from the Spreads business were lower by 7% vs PY driven by a 3% lower Volumes and as well some impact of pricing. In line with the declared strategy the Company has introduced both On The Go Packs of Peanut Butter & Biscuit Sticks and Low Unit Packs of Peanut Butter. The Company expects these introductions to significantly aid the expansion of Peanut Butter distribution and in doing so allow the Management to improve both the Volume performance and the price value realization from the entire category. Improvement in Value realization will be further aided by Chocolate Spreads where the Company has introduced more affordable offerings to further drive category trial and consumer acquisition.

10.4 Breakfast Cereals:

A steady expansion of distribution enabled the Company to grow Breakfast Cereals revenues by 23% in FY''24 with a Volume Growth of 16% and positive impact of pricing actions. In FY''24 the Company also introduced a coffee variant in Center Filled Cereals and completed the Granola & Muesli offering with the introduction of a Muesli variant. A distributed supply chain supported by plants across the country places the Company in a strong position to have clear leadership in this important category in the future.

10.5 Chocolates:

The Company saw a 6% Volume growth with flat revenues in the Chocolate Confectionery category in FY''24. While the growth levels are below expectations, the Category saw a steady increase in distribution indicating a strong acceptance of the Company offerings. The Company is working to enhance the instore display levels of the Category to further accelerate growth supported as well by one new variant in FY''25. The Management is also on track to achieve the stated goal of building capacity to support a ''100 crore Chocolate business and leverage the huge potential of this category.

10.6 Premium Staples:

In line with the stated goals of the Company, the focus remained in FY''24 on profitability for this category with Gross Margin for the year only marginally lower than Prior Year despite extreme levels of volatility. The Company was also successfully able to hold the Volume loss due to protecting margin to 6% helped by launch of adjacencies such as Plain Oats.

10.7 Mass Edible Oils/Staples:

To help protect Retail Distributors from the impact of lower commodity prices, the Company increased focus marginally behind this Category in FY''24 (Volume Growth 12% and Revenue Decline of 10%). However, going forward the Company will continue to manage this business to help optimize the supply chain.

11. RESEARCH, QUALITY & INNOVATION (RQI)

Innovation remains the driver of growth for your Company and we continue to make investments which ensure that we deliver to consumers products which address unmet consumer needs. Your Company''s unique plant centered innovation model ensures a robust flow of innovation at the lowest possible cost.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure A and forms part of this report.

13. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Engaged Employees are critical to the success of your Company. In FY''24, your Company successfully achieved an Engagement Score of 81%. The continuing strong momentum in the Company driven by solid Foods growth and Innovation has helped to achieve this level.

Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst "India''s Best Performing Most Respected Food Companies".

14. KEY FINANCIAL RATIOS

The details of significant changes in the key financial ratios are as follows:

Particulars	2023-24	2022-23	%Variance
(i) Debtors Turnover Ratio	11.14	11.43	-2.53%
(ii) Debt Service Coverage Ratio	7.52	8.69	-13.42%
(iii) Current Ratio	2.05	1.99	2.78%
(iv) Inventory Turnover Ratio	3.04	3.45	-11.72%

15. RETURN ON NET WORTH

The Return on Net worth as compared to the immediately previous financial year is as follows:

Particulars	2023-24	2022-23
(i) Return on Net Worth	1.96%	3.08%

16. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the

Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 thereunder in respect of the top ten employees in terms of remuneration drawn and employees who were in receipt of remuneration aggregating '' 1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating '' 8.50 lakhs per month or more during the financial year ending March 31, 2024 is provided in the Annexure B forming part of this Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

18. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, Companies Act, 2013 and Listing Regulations. Form AOC-2 containing the note on the aforesaid related party transactions is enclosed as Annexure C and forms part of this Report.

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.: https://www.atfoods.com/pdf/ code-of-conduct/policy dealing related party transactions.pdf The related party disclosures, including detail of transaction with Promoter group, form part of the financial statements provided in this Annual Report.

19. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on July 25, 2012 had approved "Agro Tech Employee Stock Option Plan" ("Plan"). The Plan was further modified vide special resolution in the Annual General Meeting held on July 24, 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations"). The Plan is further amended and approved by the Nomination and Remuneration Committee in its meeting held on April 28, 2022 to the extent to align it with the mandatory provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI Regulations") and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust ("Trust") under the supervision of the Nomination and

Remuneration Committee of the Board of Directors of the Company ("Committee"). The Plan is in compliance with the provisions of SEBI Regulations. Further details of the Plan are available on the website of the Company at www.atfoods.com

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has transferred the required CSR amount of '' 67,22,000/- to the Prime Minister''s National Relief Fund in the month of March, 2024 which is in line with regulatory requirements. In addition your Company continues to work with Anganwadi''s as part of the Company''s Poshan program designed to address malnourishment.

As per Companies Act, 2013 as amended by Companies (Amendment), Act, 2017, all Companies having net worth of '' 500 crore or more, or turnover of '' 1,000 crore or more or a net profit of '' 5 crore or more during the immediately preceding financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director. Aligning with the guidelines, the Company has constituted a CSR Committee comprising of Lt. Gen. D.B. Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Mr. James Patrick Kinnerk, Mr. Pedro Labayen de Inza and Mr. Trevor John Foster as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Company''s Website: https://www.atfoods.com/pdf/code-of-conduct/ CSR-POIICY.pdf

The Annual Report on CSR activities is annexed here with as Annexure D and forms part of this Report.

21. RISK MANAGEMENT POLICY

The Company has formulated and adopted a revised Risk Management Policy which has been approved and adopted by the Board at the Board Meeting held on October 21, 2021 pursuant to SEBI (LODR) (Second Amendment) Regulations, 2021, which requires top one thousand listed Companies (based on market capitalization of every financial year) to formulate and disclose a Risk Management Policy. The testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted with a Committee of the Directors and senior management to address issues which may threaten the company.

22. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Vigil mechanism under Whistle Blower Policy has

been approved by the Board of Directors on October 17, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company : https://www.atfoods.com/pdf/code-of-conduct/ Whistle%20Blower%20Policv.pdf

23. INFORMATION SYSTEMS

Your Company continues to focus on the use of technology and automation to drive productivity to work efficiently with our Customers & Suppliers while making available to our Employees robust information to ensure best in class analysis of the business and identification of opportunities to improve shareholder return.

24. FINANCE AND ACCOUNTS 24.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention, and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Company''s policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

â¢ A comprehensive Code of Conduct for the Board Members and employees of your Company

â¢ An Employee Handbook

â¢ Whistle Blower Policy defined to provide channel of communication without fear

â¢ Comprehensive frame work for Risk Management, and

â¢ CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has appointed M/s. Grant Thornton Bharat LLP as Internal Auditors to ensure adequacy of internal control systems and make recommendations there to. Audit reports are circulated to management, which takes prompt action as necessary.

disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

24.2. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

24.3 Outlook

With a Foods Turnover of '' 447 crore and a proven 17 year CAGR of 17%, your Company is clearly well positioned to be a major player in the Foods industry in India. This proposition is further strengthened by a strong portfolio and a powerful retail distribution network which will ensure that with a relentless pursuit of Revenue and Margin goals on the Foods business, your Company will become a significant player in the Indian Foods Industry and join the ranks of India''s Best Performing Most Respected Food Companies.

25. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Mr. James Patrick Kinnerk retires by rotation and being eligible, offers himself for re-appointment. A brief profile of Mr. James Patrick Kinnerk is given in the notice of the 37^th Annual General Meeting.

Mr. Sachin Gopal has resigned from the Directorship and Managing Director and CEO of the Company w.e.f. close of business of April 24, 2024.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Alexander Byron Jacobs (DIN : 10597668) as an Additional Director (Non-executive, Non-Independent) of the Company with effect from April 24, 2024 pursuant to the provisions of Section 161(1) of the Companies Act, 2O13 and Article 130 of the Articles of Association of the Company and subject to the necessary approval of the Shareholders.

Based on the recommendation of Nomination and Remuneration Committee and pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company, the Board of Directors has appointed Mr. Asheesh Kumar Sharma, (DIN:10602319) as an Additional Director of the Company and also as the Managing Director, designated as ''Executive Director and Chief Executive Officer'' effective April 25, 2024, for a term of 5 years until April 24, 2029 on the terms

and conditions subject to the approval of the shareholders, as per the relevant provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation").

The shareholders'' approval was obtained for (i) the appointment of Mr. Alexander Byron Jacobs as a Director of the Company, whose period of office shall be liable to determination by retirement of Directors by rotation and (ii) the appointment of Mr. Asheesh Kumar Sharma, as Director, Managing Director and CEO effective April 25, 2024, for a term of 5 years whose period of office shall not be liable to determination by retirement of Directors by rotation. The said approval was obtained by passing an Ordinary Resolution and a Special Resolution for item

(i) and (ii) above respectively through Postal Ballot by voting through electronic means only ("remote e-voting") as Special Business items. The said Resolutions were approved by requisite majority of shareholder and passed on July 11, 2024. The result of the Postal Ballot was submitted to BSE and NSE on July 12, 2024 and was also uploaded on the website of the company.

Lt. Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani were re-appointed as non-executive Independent Directors by the Shareholders'' at the 32nd Annual General Meeting held on July 17, 2019, for second consecutive term of five (5) years till July 16, 2024, not liable to retire by rotation.

The second term of appointment of Lt. Gen. D.B. Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani, non-executive Independent Directors, expires w.e.f. close of hours of July 16, 2024 and therefore they retired as the Independent Directors of the Company w.e.f. July 17, 2024.

Based on the recommendation of Nomination and Remuneration Committee, Mr. Rajesh Jain, Mr. Satish Premanand Rao and Ms. Richa Arora are being appointed as Non-executive Independent Directors of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company w.e.f. July 17, 2024

Mr. Rajesh Jain, Mr. Satish Premanand Rao and Ms. Richa Arora hold office up to the date of the ensuing Annual General Meeting. Notice as required under Section 160 of the Companies Act, 2013 has been received from Members proposing the appointment of Mr. Rajesh Jain, Mr. Satish Premanand Rao and Ms. Richa Arora as non-executive Independent Directors of the Company at the ensuing Annual General Meeting.

The brief profiles of Mr. Rajesh Jain, Mr. Satish Premanand Rao and Ms. Richa Arora are given in the notice of the 37th Annual General Meeting.

Mr. Pedro Labayen de Inza (DIN 09576297) and Mr. Trevor John Foster (DIN 09669509), vide their letters dated July 16, 2024 has tendered their resignation as Non-Executive Non-Independent Directors of the Company w.e.f. the close of business hours of July 16, 2024 due to personal and unavoidable circumstances.

All the Independent Directors of the Company as on March 31,2024 have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations, 2015 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they are or were not a promoter of the

Company or its holding, subsidiary or associate Company or member of the promoter group of the company;

ii. they are not related to promoters or other directors in the Company, its holding, subsidiary or associate Company;

c. they do not have or had any pecuniary transaction or relationship other than remuneration as such director or having transaction not exceeding ten percent of their total income or such amount as may be prescribed with the company, its holding, subsidiary or associate Company, or their promoters, or directors, during the three immediately preceding financial years or during the current financial year;

d. none of their relatives-

(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the company of face value not exceeding '' fifty lakh or two per cent of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the three immediately preceding financial years or during the current financial year;

(iii) has given a guarantee or provided any

security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the three immediately preceding financial years or during the current financial year; or

(iv) has or had any other pecuniary transaction or relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may prescribed from time to time, whichever is lower, singly or in combination with the transactions referred to in sub-clause(i), (ii) or (iii) during the three immediately preceding financial years or during the current financial year.

e. neither they nor any of their relatives-

(i) hold or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, of :-

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm;

(iii) held together with any relatives two percent or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two percent or more of the total voting power of the Company;

(v) is a material supplier, service provider or

customer or a lessor or lessee of the Company;

f. they are not a non-independent director of any other company on the board of which any nonindependent director of the Company is an independent director.

g. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

h. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company''s business.

i. they have complied with the requirement of subrule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 with regard to inclusion of their names and/or renewal thereof, in the Independent Directors data bank maintained with Indian Institute of Corporate Affairs (IICA).

26. MEETINGS OF THE BOARD

The Board of Directors met 5 times during the period April to March in the year 2023-2024 on the following dates:

1. April 27, 2023

2. July 26, 2023

3. October 19, 2023

4. January 24, 2024

5. March 21, 2024

27. AUDIT COMMITTEE

The Company''s Audit Committee as on date of this report comprises of six Directors, all are non-executive and Independent Directors. This is in compliance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Lt.Gen. D. B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani and Mr. Pedro Labayen de Inza are its Members. The Charter of the Committee is in line with the requirements of Section177 of the Companies Act, 2013 and the relevant clauses of the Listing Regulations.

28. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit After Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure B to this Report.

29. EVALUATION OF THE BOARD The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The annual evaluation of the Board is done at three levels as (i) Board as a whole; (ii) Committees of the Board and (iii) Individual Directors and Chairperson.

A detailed Questionnaire is circulated to all individual directors. The Directors are evaluated on the basis of the following performance evaluation criteria namely knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution and Integrity. The Additional criteria for Independent directors are independence, independent views and judgment. The remuneration/commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non-Executive Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof, provided that the amount of such fees shall not exceed '' 1,00,000/ - ('' One lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

Commission may be paid within the monetary ceiling limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act. An Independent Director shall not be entitled to any stock options of the Company.

Copy of the Nomination and Remuneration policy is annexed here with as Annexure E and forms part of this Report and is also uploaded on the website of the Company: https://www.atfoods.com/pdf/code-of-conduct/Nomination%20and%20 Remuneration%20Policv.pdf

30. TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation. To familiarize the new inductees with the strategy, operations, business and functions of your Company, the Senior Management make presentations to the inductees about the Company''s strategy, operations and products. The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. During the year, the management has provided knowledge enhancement sessions to all directors including independent Directors in the board meetings. The topics covered were (i) Consumer Engagement in a responsible manner- ATFL''S Social Media Strategy, consumer connect and Impact (ii) Regulatory changes on BRSR framework including BRSR Core disclosure and assurance. More details about familiarization Programme are uploaded on Company''s website: https://www.atfoods.com/pdf/ other-information/familiarisation programme independent directors.pdf

31. AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company by the Shareholders'' at the 32^nd Annual General Meeting held on July 17, 2019, to hold office from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting. Accordingly, the first term of 5 years of appointment of M /s Deloitte Haskins & Sells LLP, as the Statutory Auditors will come to an end on the conclusion of ensuing 37th Annual General Meeting as per Section 139 (2)(b).

M/s BSR and Co, Chartered Accountants, are recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 37^th Annual General Meeting to the conclusion of the 42^nd Annual General Meeting in place of M /s Deloitte Haskins & Sells LLP. The Company has received a certificate from M/s BSR and Co, Chartered Accountants to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Company has received a certificate from M/s BSR and Co, Chartered Accountants to the effect that they are not disqualified to be appointed and to act as Auditors in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014.

The Report given by the Auditors M/s Deloitte Haskins

& Sells LLP, Chartered Accountants on the financial statements of the Company for financial year 202324 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

32. COST AUDIT

The Company is required to maintain the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Board subject to the approval of Shareholders.

33. SECRETARIAL AUDIT

M/s. Tumuluru & Company, Company Secretaries Firm has been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015 and also to provide the Secretarial Compliance Report for the financial year 2023-24. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure F to this Director''s Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

34. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the Company''s expansion of distribution and display of your Company''s products. At the end of FY''24 the number of sales staff on the rolls of the Company were 423.

Your Company''s wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd continues to scale up production as we expand our business in a neighboring emerging market with strong growth potential.

Your Company will also be working towards leveraging your Company''s wholly-owned subsidiary Sundrop Foods Lanka (Private) Limited at an opportune time basis the economic developments in that market.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2023-24 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary

of the financial performance of the subsidiaries in the prescribed format is annexed as Annexure G to this Report. The audited financial statements and related information of subsidiaries are available for inspection electronically and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary Company is also available on the website of your Company https:/ /www.atfoods.com/annual-reports.aspx

35. ANNUAL RETURN

A copy of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 and Rule12 of the Companies (Management & Administration) Rules, 2014 prepared as on March 31, 2024 shall be placed on the website of the Company and the same is available in the Company''s website: https:// www.atfoods.com/investors-information.aspx

36. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of amendment to Regulation 34 (2) (f) notified by SEBI (LODR) (Second Amendment) Regulations, 2021 dated May 05, 2021, SEBI has mandated the new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the same, the BRSR for FY 2023-24 is provided as part of this Annual Report.

37. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

d. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

f. The Company has complied with the provisions relating to constitution of Internal Complaints Committee and no cases reported or filed during the year pursuant to the Sexual Harassment of

Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013.

h. Pursuant to Section 124 and Section 125 of the Companies Act 2013 read with IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 and any amendment thereof, as may be applicable, an amount of '' 541,932/-which remained unpaid / unclaimed dividends pertaining to FY15-16 was transferred to Investor Education and Protection Fund on September 14, 2023.

i. During the year, the Company has transferred 17,090 unclaimed shares to IEPF account on September 29, 2023. The detailed list of unclaimed shares transferred to IEPF Authority is available in the Company''s website www.atfoods.com

j. Pursuant to Section 124 and Section 125 of the Companies Act 2013 read with IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 and any amendment thereof, as may be applicable, an amount of '' 540,444/- (as on March 31, 2024) of unpaid/unclaimed dividends pertaining to FY16-17 will be transferred to Investor Education and Protection Fund within the prescribed timelines.

k. Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the Company and the date of this Report. There has been no change in the nature of business of the Company during the year.

l. No application was made during the year and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as at the end of the financial year.

m. No instance of the valuation was required for one time settlement and no valuation was done while taking the loan from the Banks or Financial Institutions.

38. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Asheesh Kumar Sharma Lt. Gen. D.B. Singh

Managing Director & CEO Director

DIN 10602319 DIN 00239637

Place : Mumbai Date : July 16 , 2024

Mar 31, 2022

Your Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended March 31, 2022.

1. PERFORMANCE OF THE COMPANY 1.1 Results

Your Company''s performance for the year ended March 31, 2022 is as follows:

(''Millions)
Particulars	2021-22	2020-21
Net Sales	9,148.25	8,913.31
Other Income*	38.26	22.59
Total Income	9,186.51	8,935.90
Operating Expenses	8,625.79	8,318.59
PBDIT	560.72	617.31
Depreciation	203.71	180.04
Interest	24.24	17.74
Profit before Tax & exceptional item	332.77	419.53
Exceptional item	20.11	-
Profit Before Tax (PBT)	352.88	419.53
Taxes	92.07	116.51
Profit After Tax (PAT)	260.81	303.02
Other Comprehensive income #	0.27	7.66
Total Comprehensive income	261.08	310.68
*Includes other operating revenue

# Net of taxes

The Strategic Foods business of ATFL continued to show strong volume driven Revenue Growth of 15% closing the year with over '' 400 crore of Net Sales, though margins weakened due to significant commodity price increases. The improved competitiveness of the Premium Edible Oils business as a result of price corrections in FY''21 meant that the Company was able to arrest a multi-year decline in Oils Gross Margin. And lastly your Company further reduced the revenue exposure to commodity fluctuations with the franchising of the Crystal brand effective November, 2021.

1.2 Key Indicators

FY''22 Gross Margin was lower than PY by ''10 Crore, with a ''13 Crore decrease in Foods GM partly offset by a ''3 crore increase in Edible Oils GM.

With a 15 year Revenue CAGR in the Foods business of 19% Your Company is clearly on track to be amongst India''s Best Performing Most Respected Food Companies. A diverse portfolio of products in 5 fast growing Food categories and superior value propositions combined with a moderate A&P model means that strong growth is clearly sustainable driven by powerful inhouse manufacturing capabilities, best in class distribution network and a robust flow of innovation.

2. DIVIDEND

Given the continued strong cash flow of the Company relative to the limited ongoing Capital Expenditure of the Company, your Directors are pleased to recommend a Dividend of '' 3/- per equity share of the face value of '' 1 0/- each for the year ended March 31, 2022 subject to the approval of the shareholders at the Annual General Meeting to be held on June 29, 2022.

STATEMENT OF RETAINED EARNINGS		(''Millions)
Particulars	2021-22	2020-21
a) At the beginning of the year	3,407.13	3,167.39
b) Add: Profit for the year	260.81	303.02
c) Add: Other Comprehensive
Income (net of tax)	0.27	7.66
d) Less: Dividends*	71.43	70.94
e) At the end of the year	3,596.78	3,407.13

* Dividend given to Agro Tech ESOP Trust excluded of '' 1.68 mm (Previous year '' 2.16 mm).

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ''Listing Regulations''), the Company adopted a Dividend Distribution Policy vide its Board meeting held on 22^nd July, 2021 in terms of the requirements of the Listing Regulations. The Policy is available on the Company''s website at https:/ /www.atfoods.com/pdf/code-of-conduct/ DividendDistributionPolicv.pdf.

3. RESPONSIBILITY STATEMENT The Directors confirm that :

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 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 were operating 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.

4. COVID- 19/Ukraine War

FY''22 was the second year of Covid-19 and Your Company continued to navigate the pandemic in a manner that supported the safety of employees while undertaking the tasks required to support the Company''s strategic growth objectives. When required activities of vulnerable groups were restricted at the Factories and Field Sales and market working curtailed in the field to minimize risk to employees. Both the Corporate Office at Gurugram and the Registered Office at Secunderabad have been largely closed and employees encouraged to Work from Home. The last 2 years have seen significant supply chain challenges which the Company has successfully navigated to ensure continued strong growth in the Foods business. The war in Ukraine starting February, 2022 has further escalated uncertainties in the supply chain. However, your Company is confident that it will be able to navigate these new challenges and remain on track to join the ranks of India''s Best Performing Most Respected Food Companies with an increasingly diversified portfolio designed to mitigate risks and ensure a consistent and strong performance.

5. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law.

Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

6. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on feedback from members on the Annual Report and Accounts, this report includes MD&A as appropriate so that duplication and overlap between the Directors'' Report and a separate MD&A is avoided and the entire material is provided in a composite and comprehensive document.

7. INDUSTRY STRUCTURE & DEVELOPMENTS

Continued and increasing involvement by consumers with Packaged Foods means that the Food Industry is likely to demonstrate strong growth in the coming years. Key to securing a profitable slice of this pie will however be broad based manufacturing capabilities with a steady flow of innovation both of which will remain a focus for Your Company.

FY''22 continued to see significant disruption of the traditional trade by investments in the ecommerce space providing as well an opportunity for newer and smaller players in the Food industry. With the gradual lifting of restrictions and reduced fear we are steadily seeing a more normal behavior and increased stability at a channel level with the right balance between traditional trade, brick and mortar stores and the online space. The powerful distribution network that Your Company has built with a retail coverage of 440,000 stores will remain a significant moat to support our product portfolio in the categories of choice.

8. OPPORTUNITIES AND THREATS

The continued growth of the Indian Foods market represents an enormous opportunity for a steady growth in Revenues and Profits for Your Company. The Company''s powerful Foods portfolio allows representation today in 5 fast growing categories -Ready to Cook Snacks, Ready to Eat Snacks, Spreads, Breakfast Cereals and Chocolates. Your Directors believe that these categories are sufficient to power the Company into one of the strongest Food Companies in India.

The primary threat to your Company''s P&L has been the significant contribution of the Edible Oils business. Over time however this has been significantly reduced and in FY''22 the Foods business contributed to 44% of Sales and 56% of Gross Margin.

9. STATE OF THE COMPANYâS AFFAIRS

Your Company has registered a consistent growth of 19% (CAGR) in the Foods business over the last 15 years through selective entry into fast growing categories.

With a continued focus on consumer acquisition

through a strong Value for Money proposition, your Company is able to deliver significantly superior products to competition at very competitive prices. This has enabled the Company to significantly expand the product portfolio including the launches in FY''22 of Ready to Cook Pasta & Noodle Kits and Peanut Centre Chocolates.

In FY''22 the Ready to Cook category successfully crossed the ''250 crore mark in Revenues. Increased competitive activity hindered the growth of the Spreads category but all other categories registered strong growth with necessary actions being taken on the Spreads business.

The Company was successfully able to leverage in FY''22 the high-quality Distribution Network in place with a coverage of 440,000 stores to enhance the distribution of its portfolio. Media spends however saw some moderation to help manage the significant commodity inflation the Company experienced during the year.

Your Company purchased land adjacent to two of its existing facilities during the year - at Kothur in Telangana and at Dhaka in Bangladesh. The land parcels will enable the Company to increase the storage capabilities for Raw Materials/expand Production Space and thereby improve efficiencies in the supply chain and support Growth.

10. PRODUCT CATEGORIES 10.1 Ready to Cook Snacks:

Revenues from the Ready to Cook Snacks business increased by 17% in FY''22 driven by a 14% Volume growth with enhanced Pricing on the premium ranges of Popcorn and Sweet Corn. The Company also introduced a range of Mini Meal Kits including Pasta and Noodles with Prepared Sauces. These have been very well received in the market and the Company will leverage the considerable expertise built in the development of the Popcorn category to expand the Meal Kits category.

10.2Ready to Eat Snacks:

Revenues from the RTE Snacks business were higher than PY by 20% driven largely by Volume Growth in the RTE Popcorn category where the Company saw reduced competitive intensity. With 100% of low cashring SKU''s of RTE Snacks now being shipped directly from the factories the focus is now on ensuring the right combination of Full Truck Load Product Mix with Distance from the Plants. FY''23 will also see the addition of Extruded Panned products which will further help to improve the P&L of this category.

10.3Spreads & Dips:

Revenues from the Spreads business decreased by 2% as a consequence of low volume growth in Peanut

Butter and price reductions in select SKU''s to bring back Volume Growth and gain the benefits of Operating Leverage at the Company''s plant at Jhagadia. The results of the actions are already visible in Modern Trade and E-Commerce where pricing realignment take less time to be implemented. In Traditional Trade as well competitive presence is beginning to wane and the Company expects to deliver the strong growth in FY''23.

10.4Breakfast Cereals:

Post the disruption caused by the 2^nd Wave of Covid-19 the Company saw steady QOQ growth in this category as it seeks to build a profitable presence in the '' 3,500 crore Breakfast Cereals category. Focus is on distribution expansion and trial generation of the Company''s products which offer exceptional quality with outstanding value.

10.5Chocolates:

The Company saw continued strong growth in the Coconut Duo Chocolate product driven by the Rs. 10 offering. FY''23 also saw the commencement of testing of a Peanut Duo Variant which has also been extremely well received. Focus is now on increasing capacity with doubling of capacity planned in Q1, FY''23 and then doubling again in Q3, FY''23. The Company expects the category to be a sizeable and profitable contributor to the total Foods business going forward.

10.6Premium Edible Oils/Staples:

The Company''s new price premiums have been well accepted which is visible in the Volume Performance of FY''22. Work is now underway to assess how to use this Category to contribute not only in financial terms to the P&L but as well in operational terms in the development of the Foods business.

10.7Mass Edible Oils/Staples:

The Company further reduced the exposure to revenue fluctuations due to this category with the franchising of Crystal effective November, 2021. Going forward the Company will further evaluate options in this business.

11. RESEARCH, QUALITY & INNOVATION (RQI)

Innovation remains the driver of growth for your Company and we continue to make investments which ensure that we deliver to consumers products which address unmet consumer needs.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure A and forms part of this report.

13. HUMAN RESOURCES / INDUSTRIAL RELATIONS

Engaged Employees are critical to the success of your Company. In FY''22, your Company successfully achieved an Engagement Score of 78%. The continuing strong momentum in the Company driven by solid Foods growth and Innovation has helped to achieve this level.

Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst "India''s Best Performing Most Respected Food Companies"

14. KEY FINANCIAL RATIOS

The details of significant changes in the key financial ratios are as follows:_

Particulars	2021-22	2020-21	%Variance
(i) Debtors Turnover Ratio	15.73	15.95	(1.4%)
(ii) Interest Coverage Ratio	15.56	24.64	(36.9%)
(iii) Current Ratio	1.96	2.34	(16.3%)
(iv) Inventory Turnover Ratio	4.52	6.22	(27.3%)

15. RETURN ON NET WORTH

The Return on Net worth as compared to the immediately previous financial year is as follows:

Particulars	2021-22	2020-21
(i) Return on Net Worth	5.67%	6.98%

16. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 thereunder in respect of the top ten employees in terms of remuneration drawn and employees who were in receipt of remuneration aggregating ''1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating ''8.50 lakhs per month or more during the financial year ending March 31, 2022 is provided in the Annexure B forming part of this Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

18. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

transactions, Companies Act, 2013 and Listing Regulations. Form AOC-2 containing the note on the aforesaid related party transactions is enclosed as Annexure C and forms part of this Report.

The related party disclosures, including detail of transaction with Promoter group, form part of the financial statements provided in this Annual Report.

19. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on July 25, 2012 had approved "Agro Tech Employee Stock Option Plan" ("Plan"). The Plan was further modified vide special resolution in the Annual General Meeting held on July 24, 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations"). The Plan is further amended and approved by the Nomination and Remuneration Committee in its meeting held on April 28, 2022 to the extent to align it with the mandatory provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SeBI Regulations") and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust ("Trust") under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company ("Committee"). The Plan is in compliance with the provisions of SEBI Regulations. Further details of the Plan are available on the website of the Company at www.atfoods.com

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Spend on the Company''s Corporate Social Responsibility Program "Poshan" had to be curtailed due to closure of Anganwadi centers as a consequence of Covid-19.

For FY21-22, the total amount required to be spent under CSR during the year was '' 94,45,000/- which is 2% of average net profits of the Company during the three immediately preceding financial years as required under section 135 of the Companies Act, 2013 and relevant rules thereunder. The Company has transferred the required CSR amount of ''94,45,000/-to the Prime Minister''s National Relief Fund in the month of March, 2022. The unspent CSR amount of '' 95,84,450/- for FY20-21 was also transferred by the Company to Prime Minister''s National Relief Fund in the month of September 2021.

As per Companies Act, 2013 as amended by Companies (Amendment), Act, 2017, all Companies

having net worth of '' 500 crore or more, or turnover of '' 1,000 crore or more or a net profit of '' 5 crore or more during the immediately preceding financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director. Aligning with the guidelines, the Company has constituted a CSR Committee comprising of Lt. Gen. D.B.Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani and Mr. James Patrick Kinnerk as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Company''s Website: https://www.atfoods.com/pdf/code-of-conduct/ ATFI%20CSR%20POIICY.pdf

The Annual Report on CSR activities is annexed here with as Annexure D and forms part of this Report.

21. RISK MANAGEMENT POLICY

The Company has formulated and adopted a revised Risk Management Policy which has been approved and adopted by the Board at the Board Meeting held on October 21, 2021 pursuant to SEBI (LODR) (Second Amendment) Regulations, 2021, which requires top one thousand listed Companies (based on market capitalization of every financial year) to formulate and disclose a Risk Management Policy. The testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted with a Committee of the Directors and senior management to address issues which may threaten the existence of the company.

22. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The Vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on October 17, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company : https://www.atfoods.com/pdf/code-of-conduct/Whistle%20Blower%20Policv.pdf

23. INFORMATION SYSTEMS

24. FINANCE AND ACCOUNTS 24.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention, and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Company''s policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

â¢ A comprehensive Code of Conduct for the Board Members and employees of your Company

â¢ An Employee Handbook

â¢ Whistle Blower Policy defined to provide channel of communication without fear

â¢ Comprehensive frame work for Risk Management, and

â¢ CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has appointed M/s. Grant Thornton Bharat I IP as Internal Auditors to ensure adequacy of internal control systems and make recommendations there to. Audit reports are circulated to management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

24.2. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

24.3 Outlook

With a Foods Turnover in excess of '' 400 crore and a proven 15 year CAGR of 19% your Company is clearly well positioned to be a major player in the Foods industry in India. This proposition is further strengthened by a strong portfolio and a powerful retail distribution network which will ensure that with a relentless pursuit of Revenue and Margin goals on the Foods business, your Company will become a significant player in the Indian Foods Industry and join the ranks of India''s Best Performing Most Respected Food Companies.

25. DIRECTORS

During the year, Ms. Denise Lynn Hansen had resigned as Director of the Company. The Directors placed on record their appreciation of the valuable services rendered and wise counsel given by Ms. Denise Lynn Hansen during her tenure of Office as Director.

Mr. Pedro Labayen de Inza is being appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company.

He holds office up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 160 of the Companies Act, 2013 has been received from a Member proposing the appointment of Mr. Pedro Labayen de Inza as Director of the Company at the Annual General Meeting. The Nomination and remuneration committee has recommended the appointment of Mr. Pedro Labayen de Inza as a Director of the Company.

A brief profile of Mr. Pedro Labayen de Inza is given in the notice of the 35^th Annual General Meeting.

All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25(8) of SeBI (LODR) Regulations, 2015 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they are or were not a promoter of the

Company or its holding, subsidiary or associate Company or member of the promoter group of the company;

ii. they are not related to promoters or other directors in the Company, its holding, subsidiary or associate Company;

d. none of their relatives-

(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the three immediately preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the company of face value not exceeding '' fifty lakh or two per cent of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the three immediately preceding financial years or during the current financial year;

(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the three immediately preceding financial years or during the current financial year; or

(iv) has or had any other pecuniary transaction or relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may prescribed from time to time, whichever is lower, singly or in combination with the transactions referred to in sub-clause(i), (ii) or (iii) during the three immediately preceding financial years or during the current financial year.

e. neither they nor any of their relatives-

(i) hold or has held the position of a key

managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofâ

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm;

(iii) held together with any relatives two percent or more of the total voting power of the Company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the Company;

f. they are not a non-independent director of any other company on the board of which any nonindependent director of the Company is an independent director.

g. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

h. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company''s business.

. they have complied with the requirement of subrule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 with regard to inclusion of their names

and/or renewal thereof, in the Independent Directors data bank maintained with Indian Institute of Corporate Affairs (IICA).

None of the independent Directors will retire at the ensuing Annual General Meeting.

26. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2021-2022 on the following dates:

1. April 29, 2021

2. July 22, 2021

3. October 21, 2021

4. January 20, 2022

27. AUDIT COMMITTEE

The Company''s Audit Committee presently comprises of five Directors, all are non-executive and Independent Directors. This is in compliance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Lt.Gen. D. B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section177 of the Companies Act, 2013 and the relevant clauses of the Listing Regulations.

28. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Company''s Key Managerial Personnel, Whole time Director and Employees is measured on the progress being made on the strategic vision of the Company and Profitability.

Progress against the strategic vision of the Company is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit After Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure B to this Report.

29. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The annual evaluation of the Board is done at three levels as (i) Board as a whole; (ii) Committees of the Board and (iii) Individual Directors and Chairperson.

A detailed Questionnaire is circulated to all individual directors. The Directors are evaluated on the basis of the following performance evaluation criteria namely knowledge and competency, fulfillment of functions, ability to function as a team, initiative, availability and attendance, commitment, contribution and Integrity. The Additional criteria for Independent directors are independence, independent views and judgment. The remuneration/commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non-Executive Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof, provided that the amount of such fees shall not exceed ''1,00,000/-('' One lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

30. TRAINING OF INDEPENDENT DIRECTORS Every new Independent Director of the Board attends an orientation. To familiarize the new inductees with the strategy, operations, business and functions of your Company, the Senior Management make presentations to the inductees about the Company''s strategy, operations and products. The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. During the year, the Company has sponsored independent Directors for attending an online orientation programme conducted by National Institute of Securities Markets (NISM) on role of the Board, regulatory perspective on role & responsibilities of Directors etc. More details about familiarization Programme are uploaded on Company''s website: https://www.atfoods.com/pdf/ other-information/familiarisation programme independent directors.pdf

31. AUDITORS

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company by the shareholders'' at the 32^nd Annual General Meeting held on July 17, 2019, to hold office from the conclusion of the 32^nd Annual General Meeting till the conclusion of the 37^th Annual General Meeting.

The Report given by the Auditors M/s Deloitte Haskins & Sells LLP, Chartered Accountants on the financial statements of the Company for financial year 2021- 22 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

32. COST AUDIT

The Company is required to maintain the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Board subject to the approval of Shareholders.

33. SECRETARIAL AUDIT

M/s. Tumuluru & Company, Company Secretaries Firm has been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015 and also to provide the Secretarial Compliance Report for the financial year 2021-22. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure F to this Director''s Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

34. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the Company''s expansion of distribution and display of your Company''s products. At the end of FY''22 the number of sales staff on the rolls of the Company were 379.

Your Company''s wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd continues to scale up production as we expand our business in a neighboring emerging market with strong growth potential.

Your Company will also be working towards leveraging your Company''s wholly-owned subsidiary Sundrop Foods Lanka (Private) Limited at an opportune time

basis the economic developments in that market. During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2021-22 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format is annexed as Annexure G to this Report. The audited financial statements and related information of subsidiaries are available for inspection electronically and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary Company is also available on the website of your Company. https:/ /www.atfoods.com/annual-reports.aspx

35. ANNUAL RETURN

A copy of the Annual Return as provided under Section 92(3) of the Companies Act, 2013 and Rule12 of the Companies (Management & Administration) Rules, 2014 prepared as on March 31, 2022 shall be placed on the website of the Company and the same is available in the Company''s website: https:// www.atfoods.com/investors-information.aspx

36. BUSINESS RESPONSIBILITY REPORT

SEBI (LODR) (Fifth Amendment) Regulations, 2019 notified on December 26, 2019 mandated inclusion of Business Responsibility Report (BRR) as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the Regulation, the BRR for FY 2021-22 is provided as part of this Annual Report.

37. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

d. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

f. The Company has complied with the provisions relating to constitution of Internal Complaints Committee and no cases reported or filed during

the year pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

g. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013.

h. Pursuant to Section 124 and Section 125 of the Companies Act 2013 read with IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 and any amendment thereof, as may be applicable, an amount of ?446,238/-which remained unpaid / unclaimed dividends pertaining to FY13-14 was transferred to Investor Education and Protection Fund on September 14, 2021.

i. During the year, the Company has transferred 8434 unclaimed shares to IEPF account on October 11, 2021. The detailed list of unclaimed shares transferred to IEPF Authority is available in the Company''s website www.atfoods.com

j. Pursuant to Section 124 and Section 125 of the Companies Act 2013 read with IEPFA (Accounting, Audit, Transfer and Refund) Rules 2016 and any amendment thereof, as may be applicable, an amount of '' 467,946/- (as on March 31, 2022) of unpaid/unclaimed dividends pertaining to FY 14-15 will be transferred to Investor Education and Protection Fund within the prescribed timelines.

K. Except as disclosed elsewhere in the Report, there have been no material changes and commitments made between the end of the financial year of the Company and the date of this Report. There has been no change in the nature of business of the Company during the year.

l. No application was made during the year and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) as at the end of the financial year.

m. No instance of the valuation was required for one time settlement and no valuation was done while taking the loan from the Banks or Financial Institutions.

38. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board Sachin Gopal Lt. Gen. D.B. Singh

Managing Director & CEO Director

DIN 07439079 DIN 00239637

Place : Gurugram Date : April 28, 2022

Mar 31, 2019

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31^st March, 2019.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Companyâs performance for the year ended 31^st March, 2019 is as follows:

(Rs. Millions)

	2018-19	2017-18
Net Sales	8,230.56	8,106.31
Other Income*	42.55	19.78
Total Income	8,273.11	8,126.09
Operating Expenses	7,589.44	7,459.51
PBDIT	683.67	666.58
Depreciation	167.73	174.72
Interest	0.94	2.53
Profit Before Tax (PBT)	515.00	489.33
Taxes	175.93	172.85
Profit After Tax (PAT)	339.07	316.48
Other Comprehensive income	(0.50)	(0.03)
Total Comprehensive income	338.57	316.45

*Includes other operating revenue

Net Sales for the year were 2 % higher than Prior Year with the Foods share of our business increasing by c300 basis points to 27% of the total business. The Foods business reached a new high of c Rs. 225 crore with a 14% growth over Prior Year driven by robust growth in Act II Ready to Eat Snacks and Sundrop Peanut Butter supporting steady growth in the Act II Ready to Cook business. The steady growth of the Foods business reflects the continued solid progress being made by the Company to be amongst Indiaâs best performing most respected Foods Companies. PBT was up 5% vs PY and PAT was up 7% vs PY.

1.2 Key Indicators

For FYRs. 19 the Gross Margin and A&P figures are not comparable with figures for FYRs. 18 due to the implementation of GST. Key indicators for FYRs. 19 other than GM and A&P figures have been summarized below:

(Rs. Millions)

	2018-19	2017-18
EBITDA	8.3%	8.2%
Profit Before Tax	6.3%	6.0%
Profit After Tax	4.1%	3.9%

In FYRs. 19 the Company was able to successfully increase the Foods share of Revenues up to 27% and importantly the Foods share of Gross Margin reached a level of 33%. Simultaneously the Company successfully offset the margin compression that was seen on Edible Oils to continue to deliver profitable growth.

2. DIVIDEND

Given the continued strong cash flow of the Company relative to the limited ongoing Capital Expenditure of the Company, your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share of the face value of Rs. 10 each for the year ended March 31^st, 2019 subject to the approval of the shareholders at the Annual General Meeting to be held on July 17^th, 2019.

(Rs. Millions)

		2018-19	2017-18
STATEMENT OF RETAINED EARNINGS
a)	At the beginning of the year	2,634.90	2,374.86
b)	Add: Profit for the year	339.07	316.48
c)	Add: Other Comprehensive	(0.50)	(0.03)
	Income (net of tax)
e)	Less: Dividends*	58.42	46.49
f)	Less: Dividends Distribution Tax	12.52	9.92
g)	At the end of the year	2,902.53	2,634.90
*Dividend given to Agro Tech ESOP Trust excluded of
Rs.2.51mm

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 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 were operating 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditorsâ Report on its compliance is annexed, forming part of the Annual Report.

In line with the requirements of Companies Act, 2013, your Company has constituted the Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

5. STATE OF THE COMPANYâS AFFAIRS:

To take advantage of the steady growth of the countryâs Food Business it has been important for your Company to build a cost effective supply chain both in terms of Manufacturing Capabilities and in terms of Retail Distribution which can support our growth ambitions. Today your Company has a manufacturing network of 5 plants across the country and retail distribution coverage of c 400,000 stores.

Our Manufacturing Capabilities today include plants at Jhagadia, Kashipur, Unnao, Kothur and Mangaldai enabling us to reach out to significant parts of the country in a cost effective manner. The resultant significant in house manufacturing capabilities are also ensuring a steady flow of innovation as reflected in products such as Act II Caramel Bliss and Peanut Butter & Jelly. In addition the philosophy of in house manufacturing also means that with continued growth of the Foods business we can be confident of improved operating leverage translating into superior margins.

Our goal is to have a 7 plant structure operational in India which we believe will offer us the ability to reach out to most markets in India in a cost effective manner. Our 6^th plant is to come up at Chittoor, Andhra Pradesh for which significant civil work has already been completed. However, your Company deferred the startup of the facility in order to take advantage of available Capital subsidies in the state, approval for which was received in January 2019. We are therefore now working on capital purchases and expect that over the next 12 months this plant will become operational. In January 2019, your Company also received approval from the West Bengal Government for conversion of land for industrial use, for a plot of land purchased by us near Kolkata for our 7^th plant and we will be initiating work on this in the coming year.

In addition to the 5 plant network mentioned above in FYRs. 19 your Company initiated commercial production at the plant in Dhaka, Bangladesh. Over time this plant will replace goods currently being imported into Bangladesh enabling us to offer improved value to consumers in Bangladesh and setting the foundation for a solid business in a fast growing neighbor of India.

FYRs. 19 saw an unfortunate incident of fire at our Unnao Foods facility. The plant was fully insured and we have already received a part of our claim from the insurer. We are now working on rebuilding the plant which we expect will be done in FYRs. 20.

In terms of Distribution, the powerful retail distribution network that we have built up with a retail coverage of c 400,000 stores means that we have the ability to deliver profitable growth since retailing is critical to selling value added products with the promise of higher margin. In FYRs. 19 we added approx. 100 Distributors to our FYRs. 18 base of 925 Distributors. Importantly this network is being increasingly strengthened because of our larger portfolio making the sales infrastructure less dependent on Company Subsidies and Company investment in Feet on Street. Going forward, this will be a significant competitive advantage since the cost of building a national distribution network is going to increase disproportionately with higher labor costs and therefore become a powerful advantage for those Companies that have already built a sustainable distribution network.

The task of laying out the infrastructure to become one of Indiaâs Best Performing Most Respected Foods Companies is a continuous one. However, we believe that we are well placed today both in terms of Manufacturing & Distribution. An increasing share of our output will now come from Brownfield projects making the task much easier in implementation terms. Simultaneously the larger product portfolio now means that we go to new Distributors with the promise of immediate profitability again making the task easier and feasible at a lower cost than we have incurred for the initial ramp up of Distribution.

6. PRODUCT CATEGORIES

6.1 Ready to Cook Snacks:

Revenues from the RTC Snacks business increased by 5% during FYRs. 19 with a Volume Growth of 3% as our investments behind the business were lower as a result of Gross Margin compression on the Oils business. We believe that with continued focus on Demonstration and Display and expansion of the Act II brand into related RTC categories this growth rate will be significantly accelerated.

6.2 Ready to Eat Snacks:

Revenues from the RTE Snacks business increased by 63% driven by an 83% increase in Volumes. All 3 categories of RTE Popcorn, Extruded Snacks and Tortilla Chips performed well and contributed to the growth, though the highest growth was in the area of RTE Popcorn where we have the greatest competitive advantage. This category will remain critical to us in the long term since it offers the greatest expansion of profitability for our Distributor Partners and naturally forces widespread retail coverage expansion on the back of which we are able to drive products such as Ready to Cook Snacks & Spreads.

6.3 Spreads:

Revenues from the Peanut Butter business increased by 21% with a Volume growth of 33%. Whilst this segment saw significant competitive activity our in house manufacturing capabilities which resulted in a competitive cost structure and high levels of innovation enabled us to maintain clear leadership. In FYRs. 20 we expect to widen our product offerings within this category with the introduction of other Nut Butters and Chocolate Spreads.

6.4 Edible Oils:

In FYRs. 19, Revenues from the Sundrop Edible Oils business were 4% lower than PY with Volumes lower by 5% reflecting the Price & Margin compression at the top end of the market. Revenues for the Crystal brand were however 10% higher (Volumes 2% lower) than PY reflecting the impact of imposition of import duties on the lower end of the Edible Oils market. We will continue to manage the Edible Oils category with minimal investments which enable us to support strong growth of the Foods business.

7. RESEARCH, QUALITY & INNOVATION (RQI)

The focus on in house manufacturing and resultant flow of information and unlocking of possibilities including network effects, has meant that FYRs. 19 was a year in which the Company was able to advance significantly in terms of portfolio diversification. Some of these products have already been launched such as Peanut Butter & Jelly, Premium Caramel Bliss variants, âBetter for Youâ variants in Peanut Butter and Ready to Eat Cereal Snacks.

Innovation will continue to be the driver of growth for your Company and we will make investments which ensure that we deliver to consumers products which meet their changing needs.

8. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND EMPLOYEE PARTICULARS

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as annexure and forms part of this report.

9. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 thereunder in respect of the top ten employees in terms of remuneration drawn and employees who were in receipt of remuneration aggregating Rs. 1.02 crores or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 8.50 lakhs per month or more during the financial year ending 31^st March, 2019 is provided in the Annexure forming part of this Report.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

11. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an armâs length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, Companies Act, 2013 and Listing Regulations. Form AOC-2 containing the note on the aforesaid related party transactions is enclosed as Annexure and forms part of this Report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website.:http://www.atfoods.com/ templates/home_tpl/pdf/other_info/ policy_dealing_related_party_transactions.pdf

The related party disclosures, including detail of transaction with Promoter group, form part of the financial statements provided in this Annual Report.

12. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on 25th July 2012 had approved âAgro Tech Employee Stock Option Planâ (âPlanâ). The Plan was further modified vide special resolution in the Annual General Meeting held on 24^th July 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (âSEBI Regulationsâ) and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust (âTrustâ) under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company (âCommitteeâ). The Plan is in compliance with the provisions of SEBI Regulations and there has been no material change in the Plan during the year. Further details of the Plan are available on the website of the Company at www.atfoods.com.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has continued to drive the Corporate Social Responsibility program under Poshan where we provide Peanut Butter to under nourished children. Major focus area for implementation of this program is Bharuch district in Gujarat, where our Peanut Butter factory is situated. Apart from Gujarat, the program is also under implementation in Delhi, Hyderabad, Kashipur and Kolkata where our offices and factories are located. Anganwadi operations have got stabilized and spending behind the program this year has significantly increased by about 184% over the previous year. Spending for the year behind the program remained lower than the 2% of average Net Profit of last three financial years to be spent behind CSR activities but with the increasing spends year on year, we are progressing towards this goal.

As per the Companies Act, 2013 as amended by Companies (Amendment), Act, 2017, all Companies having net worth of Rs. 500 crore or more, or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during the immediately preceding financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director. Aligning with the guidelines, the Company has constituted a CSR Committee comprising Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Ms. Denise Lynn Dahl, Ms. Jill Ann Rahman and Mr. Hendrik Gerhardus Myburgh@ as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Companyâs Website:http:/ /www.atfoods.com/templates/home_tpl/pdf/ other_info/ATFL%20CSR%20POUCY.pdf. The program Poshan also received the 2014 South Asia Platinum SABRE Award for Corporate Social Responsibility.

@ Mr. Hendrik Gerhardus Myburgh resigned as Member on 6^th December, 2018.

14. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17th October, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company:http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ATFL_WB%20Policy %20final.pdf

15. INFORMATION SYSTEMS

16. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Ms. Jill Ann Rahman retires by rotation and being eligible, offers herself for reappointment. A brief profile of Ms. Jill Ann Rahman is given in the notice of the 32^nd Annual General Meeting.

Mr. Hendrik Gerhardus Myburgh has resigned as Director of the Company. The Directors place on record their appreciation of the valuable services rendered and wise counsel given by Mr. Hendrik Gerhardus Myburgh during his tenure of Office as Director.

All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25 (8) of SEBI (LODR) Regulations, 2015 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they are or were not a promoter of the Company or its holding, subsidiary or associate Company or member of the promoter group of the company;

ii. they are not related to promoters or other directors in the Company, its holding, subsidiary or associate Company;

c. they do not have or had any pecuniary transaction or relationship other than remuneration as such director or having transaction not exceeding ten per cent of their total income or such amount as may be prescribed with the company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of their relatives -

(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

Provided that the relative may hold security or interest in the company of face value not exceeding fifty lakh rupees or two per cent of the paid-up capital of the company, its holding, subsidiary or associate company or such higher sum as may be prescribed;

(ii) is indebted to the company, its holding, subsidiary or associate company or their promoters, or directors, in excess of such amount as may be prescribed during the two immediately preceding financial years or during the current financial year;

(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

(iv) has or had any other pecuniary transaction or relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may prescribed from time to time, whichever is lower, singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii) during the two immediately preceding financial years or during the current financial year.

e. neither they nor any of their relatives -

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofâ

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

(iii) held together with any relatives two per cent or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company;

(v) is a material supplier, service provider or customer or a lessor or lessee of the Company;

f. they are not a non-independent director of any other company on the board of which any nonindependent director of the Company is an independent director.

g. they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

h. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the companyâs business.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) and (11) of the Act provides that Independent Directors shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for reappointment on passing of a special resolution by the company. However no Independent Director shall be eligible for more than two consecutive terms of five years. The Act also specifies that the provisions of retirement by rotation as defined under Section 152 (6) and (7) shall not apply to such Independent Directors.

Lt. Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani were appointed as non-executive and Independent Directors by the shareholdersâ at the 27^th Annual General Meeting held on July 17, 2014, for a consecutive term of five years till July 2019, not liable to retire by rotation.

On 24^th April, 2019, the Nomination and Remuneration Committee recommended and Board of Directors accorded their consent for the re-appointment of Lt. Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor and Ms. Veena Gidwani as non-executive and Independent Directors for one more consecutive term of 5 years not liable to retire by rotation, subject to the Shareholdersâ approval.

A brief profile of all the above Directors is given in the notice of the 32^nd Annual General Meeting.

17. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2018-2019 on the following dates:

1. 25^th April, 2018

2. 26^th July, 2018

3. 24^th October, 2018

4. 22^nd January, 2019

18. AUDIT COMMITTEE

The Companyâs Audit Committee presently comprises of six Directors, all except one are non-executive and Independent Directors. This is in compliance with Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr.Narendra Ambwani, Mr. Arun Bewoor, Ms. Denise Lynn Dahl and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and the relevant clauses of the Listing Regulations.

19. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Companyâs Key Managerial Personnel, Whole time Director and Employees is measured on the progress being made on the strategic vision of the Company and Profitability. Progress against the strategic vision of the Company is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit After Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure to this Report.

20. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The remuneration / commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non- Executive / Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 1,00,000/-(Rupees one lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

An Independent Director shall not be entitled to any stock options of the Company.

Copy of the Nomination and Remuneration policy is annexed as part of this Report and is also uploaded on the website of the Company,http:// www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination%20and%20Remuneration %20Policy.pdf

21. TRAINING OF INDEPENDENT DIRECTORS

The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. The appointment letters issued to independent directors is uploaded on the website,http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ terms_conditions_appointment_independent_directors.pdf

22. AUDITORS

As per the provisions of Section 139 (2)(b) of the Companies Act, 2013, no audit firm shall be eligible for appointment/reappointment for more than two terms of five consecutive years. Accordingly, M/s B S R & Associates LLP, has completed its term as per Section 139 (2)(b) and shall not be eligible for reappointment as auditor.

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, are recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 32^nd Annual General Meeting to the conclusion of the 37^th Annual General Meeting in place of M/s. B S R & Associates LLP, retiring auditors who were not eligible to be reappointed. The Company has received a certificate from M/s.Deloitte Haskins & Sells LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Company has received a certificate from M/s. Deloitte Haskins & Sells LLP to the effect that they are not disqualified to be appointed and to act as Auditors in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014.

The Report given by the existing Auditors, M/s. B S R & Associates LLP., Chartered Accountants on the financial statements of the Company for financial year 2018-19 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

23. COST AUDIT

The Company is required to maintain the cost records as specified by the Central Government under Section 148 (1) of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. An Audit of the Cost Accounts maintained by the Company is also conducted by a Cost Auditor appointed by the Board subject to the approval of Shareholders.

24. SECRETARIAL AUDIT

M/s. Tumuluru & Company, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015 for the financial year 2018-19. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure to this Directorâs Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

25. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FYRs. 19 the number of sales staff on the rolls of the Company were 424.

Your companyâs wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd has commenced production in FYRs. 18. This has enabled the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market.

Your Company will also be working towards leveraging your Companyâs wholly-owned subsidiary Sundrop Foods Lanka (Private) Limited and seek to establish a local low cost production model which will enable us to benefit from the growth of our neighboring countries.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2018-19 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format is annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered office and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary Companies is also available on the website of your Company. http://www.atfoods.com/ investor-relations/annual-reports.html.

26. ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 prepared as on 31^st March, 2019 is attached as an Annexure to this Directorsâ Report.

27. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

4. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

6. The Company has complied with the provisions relating to constitution of Internal Complaints Committee and no cases reported or filed during the year pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013.

8. In terms of provisions of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs.4,30,813.25/- (as on 31^st March, 2019) of unpaid /unclaimed dividends will be transferred to Investor Education and Protection Fund.

9. During the year the Company has transferred 7,657 unclaimed shares to IEPF account on 30th October, 2018. The detailed list of unclaimed shares transferred to IEPF Authority is available in the Companyâs website www.atfoods.com

28. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

Managing Director & CEO Director

DIN 07439079 DIN 00239637

Dt: 24^th April, 2019

Mar 31, 2018

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31^st March, 2018.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Companyâs performance for the year ended 31^st March, 2018 is as follows:

(Rs. Millions)

	2017-18	2016-17
Net Sales	8,106.31	8,060.03
Other Income*	19.78	24.37
Total Income	8,126.09	8,084.40
Operating Expenses	7,459.51	7,476.17
PBDIT	666.58	608.23
Depreciation	174.72	165.11
Interest	2.53	44.45
Profit before Tax &
exceptional item	489.33	398.67
Exceptional item	-	42.09
Profit Before Tax (PBT)	489.33	440.76
Taxes	172.85	167.79
Profit After Tax (PAT)	316.48	272.97
Other Comprehensive income	(0.03)	1.27
Total Comprehensive income	316.45	274.24

*Includes other operating revenue Net Sales for the year were 1 % higher than Prior Year with the Foods share of our business increasing by 300 basis points to 24.4% of the total business. The Foods business reached a new high of Rs.197 crore with a 15% growth over Prior Year driven by continued strong growth in Sundrop Peanut Butter and robust growth in Act II Bagged Snacks. Excluding channels which had tax exemption prior to the implementation of GST, the growth in the Foods business was closer to 20% reflecting the continued solid progress being made by the Company to be amongst Indiaâs best performing most respected Foods Companies. PBT was up 11% vs PY and PAT was up 16% vs PY.

1.2 Key Indicators

Due to the implementation of GST and consequent pass on of benefits accrued due to replacement of Service Tax, the Gross Margin and A&P figures for the year are not comparable with Prior Year. Accordingly the key indicators given below relate to EBITDA.

(Rs. Millions)

	2017-18	2016-17
EBITDA (Rs MM)	666.58	608.23
EBITDA%	8.2%	7.5%

EBITDA increased by 0.7% vs. FYâ17 with EBITDA% improving by 70 basis points. The drivers of EBITDA improvement remain the enhancement of Operating Leverage as we gain scale in the Foods business of the Company and increase capacity utilizations to benefit from the significant investments already made. The primary drag on EBITDA margin remains the Edible Oils business the materiality of which is steadily decreasing as we continue to build the Foods business with strong moats and consequent margin opportunities.

2. DIVIDEND

Given the continued strong cash flow of the Company relative to the limited ongoing Capital Expenditure of the Company, your Directors are pleased to recommend a Dividend of Rs.2.50 per equity share of the face value of Rs.10 each for the year ended 31^st March, 2018 subject to the approval of the shareholders at the Annual General Meeting to be held on 26th July, 2018.

(Rs. Millions)

		2017-18	2016-17
STATEMENT OF RETAINED EARNINGS
a)	At the beginning of the year	2,374.86	2,157.03
b)	Add: Profit for the year	316.48	272.97
c)	Add: Other Comprehensive	(0.03)	1.27
	Income (net of tax)
e)	Less: Dividends*	46.49	46.49
f)	Less: Dividends Distribution Tax	9.92	9.92
g)	At the end of the year	2,634.90	2,374.86

*Dividend given to Agro Tech ESOP Trust excluded of Rs.2.25 mm.

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 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 were operating 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditorsâ Report on its compliance is annexed, forming part of the Annual Report.

In line with the requirements of new Companies Act, 2013, your Company has constituted new Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

5. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND EMPLOYEE PARTICULARS

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as annexure and forms part of this report.

6. HUMAN RESOURCES / INDUSTRIAL RELATIONS

As of end FYâ18 your Company had increased the Feet on Street employed to 502 up from 386 at the end of FYâ17. This significant number has enabled us to drive aggressively the Foods business which registered revenues of Rs.197 crore in FYâ18.

Your Company will continue to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst âIndiaâs Best Performing Most Respected Food Companiesâ

7. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 thereunder in respect of the top ten employees in terms of remuneration drawn and employees who were in receipt of remuneration aggregating â1.02 crores or more or were employed for part of the year and were and in receipt of remuneration aggregating Rs.8.50 lakhs per month or more during the financial year ending 31^st March, 2018 is provided in the Annexure forming part of this Report.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

9. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

The related party disclosures form part of the financial statements provided in this Annual Report.

10. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on 25^th July 2012 had approved âAgro Tech Employee Stock Option Planâ (âPlanâ). The Plan was further modified vide special resolution in the Annual General Meeting held on 24^th July 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 (âSEBI Regulationsâ) and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust (âTrustâ) under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company (âCommitteeâ). The Plan is in compliance with the provisions of SEBI Regulations and there has been no material change in the Plan during the year. Further details of the Plan are available on the website of the Company at www.atfoods.com.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has continued to drive the Corporate Social Responsibility program under Poshan where we provide Peanut Butter to under nourished children. Major focus area for implementation of this program is Bharuch district in Gujarat, where our Peanut Butter factory is situated. Apart from Gujarat, the program is also under implementation in Delhi, Hyderabad, Kashipur and Kolkata where our offices and factories are located. Spending for the year behind the program remained lower than the 2% goal and lower than Prior Year due to disruptions in the Anganwadi network through which the program is executed. This disruption is now over and in FYâ19 we expect to increase our spending as we progress towards our goal of 2% of average Net Profit of last three financial years to be spent behind CSR activities.

As per the Companies Act, 2013 as amended by Companies (Amendment), Act, 2017, all Companies having net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during the preceding three financial years will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director. Aligning with the guidelines, the Company has constituted a CSR Committee comprising Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Mr. Steven Lee Harrison@, Ms. Denise Lynn Dahl, Ms. Jill Ann Rahman and Mr. Hendrik Gerhardus Myburgh* as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Companyâs Website:http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ATFL%20CSR%20POLICY.pdf. The program Poshan also received the 2014 South Asia Platinum SABRE Award for Corporate Social Responsibility.

@ Mr. Steven Lee Harrison resigned as Member on 31^st July, 2017

* Mr. Hendrik Gerhardus Myburgh has been appointed as Member on 25^th October, 2017

12. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board at the Board Meeting held on 1^st May 2006. The Company has framed a risk management policy and testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted with a Committee of the Directors and senior management to address issues which may threaten the existence of the company.

13. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17^th October, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company:http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ATFL_WB%20Policy %20final.pdf

14. INFORMATION SYSTEMS

15. FINANCE AND ACCOUNTS

15.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention, and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Companyâs policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

- a comprehensive Code of Conduct for the Board Members and employees of your Company

- An Employee Handbook

- Whistle Blower Policy defined to provide channel of communication without fear

- Comprehensive framework for Risk Management, and

- CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has appointed Internal Auditors to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to management, which takes prompt action as necessary.

15.2. Cautionary Statement

Statements in this Directorsâ Report and Management Discussion and Analysis describing the Companyâs objectives, projections, estimates and expectations may constitute âforward looking statementsâ within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

15.3 Outlook

Your Company has reached an important threshold level with the Foods business now accounting for about a quarter of our Revenues and achieving some scale at a level of close to Rs.200 crore. This puts us in a strong position to work towards our next goal of taking the Foods business to 50% of our Revenues and transforming the Company away from being a commodities dependent organization to being a powerful branded Foods player and being amongst Indiaâs Best Performing Most Respected Food Companies.

16. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Ms. Denise Lynn Dahl retires by rotation and being eligible, offers herself for reappointment. A brief profile of Ms. Denise Lynn Dahl is given in the notice of the 31^st Annual General Meeting.

Mr. Steven Lee Harrison has resigned as Director of the Company. The Directors placed on record their appreciation of the valuable services rendered and wise counsel given by Mr. Steven Lee Harrison during his tenure of Office as Director.

Mr. Hendrik Gerhardus Myburgh was appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 as amended and Article 130 of the Articles of Association of the Company. He holds office up to the date of the ensuing Annual General Meeting.

A brief profile of Mr. Hendrik Myburgh is given in the notice of the 31^st Annual General Meeting.

All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they were neither are a promoter of the

Company or its holding, subsidiary or associate Company;

ii. they are not related to promoters or other directors in the Company, its holding, subsidiary or associate Company;

c. they do not have any pecuniary relationship other than remuneration as such director or having transaction not exceeding ten per cent of their total income or such amount as may be prescribed with the company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of their relatives -

(i) is holding any security of or interest in the company, its holding, subsidiary or associate company during the two immediately preceding financial years or during the current financial year:

(iii) has given a guarantee or provided any security in connection with the indebtedness of any third person to the company, its holding, subsidiary or associate company or their promoters, or directors of such holding company, for such amount as may be prescribed during the two immediately preceding financial years or during the current financial year; or

(iv) has any other pecuniary transaction or relationship with the company, or its subsidiary, or its holding or associate company amounting to two per cent or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (i), (ii) or (iii).

e. neither they nor their relatives -

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofâ

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

(iii) held together with any relatives two per cent or more of the total voting power of the Company; or

f. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the companyâs business.

None of the independent Directors will retire at the ensuing Annual General Meeting.

17. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2017-2018 on the following dates:

1. 3^rd May, 2017

2. 26^th July, 2017

3. 25^th October, 2017

4. 16^th January, 2018

18. AUDIT COMMITTEE

The Companyâs Audit Committee presently comprises of six Directors, all except one are non-executive and Independent Directors. This is in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Denise Lynn Dahl and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and the relevant clauses of the Listing Regulations.

19. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure to this Report.

20. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The annual evaluation of the Board is done at three levels as (i) Board as a whole; (ii) Committees of the Board and (iii) Individual Directors and Chairperson. A detailed Questionnaire is circulated to all individual directors. The Directors are evaluated on the basis of the following performance evaluation criteria namely Knowledge and Competency, Fulfillment of functions, Ability to function as a team, Initiative, Availability and attendance, Commitment, Contribution and Integrity. The Additional criteria for Independent directors are Independence, Independent views and judgement. The remuneration / commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non- Executive / Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed â1,00,000 (Rupees one lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

Commission may be paid within the monetary ceiling limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act An Independent Director shall not be entitled to any stock options of the Company.

21. TRAINING OF INDEPENDENT DIRECTORS

22. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 27^th Annual General Meeting to the conclusion of the 32^nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the Auditorsâ appointment has to be ratified at every Annual General Meeting. Accordingly, the appointment of M/s. BSR & Associates LLP, Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders. The Company has received a certificate from M/s. BSR & Associates, LLP to the effect that they are not disqualified from continuing to act as Auditors and would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Report given by the Auditors, M/s. BSR & Associates LLP., Chartered Accountants on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

23. SECRETARIAL AUDIT

M/s. Tumuluru & Co, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2017-18. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure to this Directorâs Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

24. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FYâ18 the number of sales staff on the rolls of the Company were 502.

Your companyâs wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd has commenced production in FYâ18. This will enable the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market in FYâ19.

In FYâ19 we will also be working towards leveraging your Companyâs wholly-owned subsidiary Sundrop Foods Lanka (Private) Limited and seek to establish a local low cost production model which will enable us to benefit from the growth of our neighboring countries.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2017-18 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format is annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered office and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary Companies is also available on the website of your Company. http://www.atfoods.com/ investor-relations/annual-reports.html.

25. ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 prepared as on 31st March, 2018 is attached as an Annexure to this Directorsâ Report.

26. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

4. The Managing Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

6. No cases reported or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013.

8. In terms of provisions of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs.0.43 Million (as on 31^st March, 2018) of unpaid /unclaimed dividends will be transferred to Investor Education and Protection Fund.

9. During the year the Company has transferred 136407 unclaimed shares to IEPF account on 27^th December, 2017. The detailed list of unclaimed shares transferred to IEPF Authority is available in the Companyâs website www.atfoods.com

27. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

Managing Director & CEO Director

DIN 07439079 DIN 00239637

Dt: 25^th April, 2018

Mar 31, 2017

Your Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31^st March, 2017.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s performance for the year ended 31^st March, 2017 is as follows:

(Rs. Millions)

	2016-17	2015-16
Net Sales	8,043.19	7,801.94
Other Income	23.67	20.16
Total Income	8,066.86	7,822.10
Operating Expenses	7,433.38	7,252.80
PBDIT	633.48	569.30
Depreciation	172.24	160.12
Interest	45.48	53.28
Profit before Tax and
exceptional item	415.76	355.90
Exceptional item	42.09	-
Profit Before Tax (PBT)	457.85	355.90
Taxes	168.28	122.31
Profit After Tax (PAT)	289.57	233.59

Net Sales for the year at Rs. 8,043.19 MM were 3% higher than Prior Year. This reflected a continued strong growth in the 3 core categories of Act II Ready to Cook Popcorn, Act II Nachoz and Sundrop Peanut Butter which increased revenues by 13% on a consolidated basis to reach a turnover of c Rs.150 crore. Sundrop Oils & Crystal Oils grew by 3% and 4% respectively while the Vending Business declined by 64%. Your Company continues to refine the business model for Ready to Eat Popcorn and Extruded Snacks which in addition to providing a platform for overall growth will also begin to be growth drivers in their own right with refinement of the model. Profit Before Tax & exceptional item increased by 17% driven by improved Gross Margin and lower Interest Costs, while Profit After Tax increased by 24% benefiting from a higher Profit Before Tax and Interest on Income Tax refund of Rs. 42.09 MM partially offset by an Income Tax disallowance pertaining to the period 2012-2015 increasing our Income Tax payout by Rs.14.5 MM.

1.2 Key Indicators

(Rs. Millions)

	2016-17	2015-16
Gross Margin (GM)	1,880.66	1,826.48
GM %	23.4%	23.4%
Advertising & Sales Promotion	412.76	426.50
A&P %	5.1%	5.5%

Gross Margin increased by 3% in line with the increase in Net Sales resulting in GM% steady at 23.4%. This reflects largely the impact of a steadily growing GM on the core drivers of Act II Ready to Cook Popcorn, Act II Nachoz and Sundrop Peanut Butter. The strong double digit growth in revenue in these categories reflects a working combination of continued distribution expansion, steady investments in media and a strong value proposition.

2. DIVIDEND

Given the continued strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs. 2/- per equity share of the face value of Rs. 10/- each for the year ended 31^st March, 2017 subject to the approval of the shareholders at the Annual General Meeting to be held on 26^th July, 2017.

(Rs. Millions)

	2016-17	2015-16
Profit after Tax	289.57	233.59
Profit brought forward from	2,275.56	2,041.97
Previous year
Surplus available for	2,565.13	2,275.56
Appropriation
Dividend paid at the rate of
Rs. 2 /- each*	48.74	-
Dividend Distribution Tax	9.92	-
Forward to the following year	2,506.47	2,275.56

*Dividend related to FY 15-16 paid in current year. Also refer note no. 2.2 in notes to accounts.

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 for safe guarding 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 were operating 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Regulations, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

10. RESEARCH, QUALITY & INNOVATION (RQI)

Your Company continues to focus on innovation as a driver of growth. In FY''17 innovation included the launch of the unique Microwave Popcorn Tub which offers an in home experience similar to that of a cinema hall. FY''18 will see us continuing to drive innovation both on our existing products and on brand extensions.

11. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND EMPLOYEE PARTICULARS

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as annexure and forms part of this report.

12. HUMAN RESOURCES / INDUSTRIAL RELATIONS

The steady growth in the Foods business of the Company means that more jobs are being created both in Manufacturing and Sales. In FY''17 the total number of people associated with the Company either directly or indirectly increased to c 2500 persons as a consequence of continued growth in the business and resultant increase both in selling and manufacturing resources.

Your Company will continue to work to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst India''s "Best Performing, Most Respected Foods Companies".

13. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 there under in respect of the top ten employees in terms of remuneration drawn and employees who were in receipt of remuneration aggregating Rs. 1.02 crores or more or were employed for part of the year and were and in receipt of remuneration aggregating Rs.8.50 lakhs per month or more during the financial year ending 31^st March, 2017 is provided in the Annexure forming part of this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

15. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

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: http://www.atfoods.com/ templates/home_tpl/pdf/other_info/policy_dealing_related_party_transactions.pdf. The related party disclosures form part of the financial statements provided in this Annual Report.

16. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on 25^th July

2012 had approved "Agro Tech Employee Stock Option Plan" ("Plan"). The Plan was further modified vide special resolution in the Annual General Meeting held on 24^th July 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations") and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust ("Trust") under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company ("Committee"). The Plan is in compliance with the provisions of SEBI Regulations and there has been no material change in the Plan during the year. Further details of the Plan are available on the website of the Company at www.atfoods.com.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a good corporate citizen responsible for the communities where we operate, your Company is involved in a CSR activity under the umbrella of Poshan. The program which is designed to address malnourishment amongst children, works with Government Anganwadi''s and Child Malnourishment Treatment Centers using Peanut Butter which is a source of protein and highly effective to fight malnutrition. In FY''17 we increased the coverage of the program to 12,554 children up from 10,700 children in the prior year. However, spending was lower at 1% due to higher efficiencies in the process and further expansion of the program awaiting necessary governmental approvals. On receipt of approvals we will be in a position to further expand this program and work towards the 2% guideline in the Companies Act, 2013.

As per the Companies Act, 2013, all Companies having net worth of Rs.500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, the Company has constituted a CSR Committee comprising Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, (Ms.Anna Biehn, Mr. Michael Walter and Mr. Javier Eduardo Alarcon Ruiz) @ (Mr. Steven Lee Harrison, Ms. Denise Lynn Dahl and Ms. Jill Rahman)* as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Company''s website:http://www.atfoods.com/ templates/home_tpl/pdf/other_info/ ATFL%20CSR%20P0LICY.pdf. The program Poshan also received the 2014 South Asia Platinum SABRE Award for Corporate Social Responsibility.

- Mr. Michael D Walterre signed as Member on 26^th April, 2016, Mr. Javier Eduardo Alarcon Ruiz resigned as Member on 15^th July, 2016 and Ms. Anna Biehn resigned as Member on 30th December, 2016.

- Mr. Steven Lee Harrison has been appointed as Member on 26^th April, 2016, Ms. Denise Lynn Dahl has been appointed as Member on 24^th August, 2016 and Ms. Jill Rahman as Member on 18^th January, 2017.

22. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Mr. Steven Lee Harrison retires by rotation and being eligible, offers himself for reappointment. A brief profile of Mr. Steven Lee Harrison is given in the notice of the 30^th Annual General Meeting.

Mr. Javier Eduardo Alarcon Ruiz and Ms. Anna Biehn have resigned as Directors of the Company. The Directors place on record their appreciation of the valuable services rendered and wise counsel given by Mr. Javier Eduardo Alarcon Ruiz and Ms. Anna Biehn during their tenure of Office as Directors.

Ms. Denise Lynn Dahl was appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company.

She holds office up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 160 of the Companies Act, 2013 has been received from a Member proposing the appointment of Ms. Denise Lynn Dahl as Director of the Company at the Annual General Meeting.

A brief profile of Ms. Denise Lynn Dahl is given in the notice of the 30^th Annual General Meeting.

All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they were neither are a promoter of the

Company or its holding, subsidiary or associate Company;

ii. They are not related to promoters or other directors in the Company, its holding, subsidiary or associate Company;

c. they do not have any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of their relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. neither they nor their relatives -

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofâ

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

(iii) held together with any relatives two per cent or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per cent or more of the total voting power of the Company;

None of the independent Directors will retire at the ensuring Annual General Meeting.

23. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2016-17 on the following dates:

1. 26^th April, 2016

2. 27^th July, 2016

3. 19^th October, 2016

4. 18^th January, 2017

24. AUDIT COMMITTEE

The Company''s Audit Committee presently comprises of six Directors, all except one are non-executive and Independent Directors. This is in compliance with Clause 49 of the Listing Agreement Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor Mr. Javier Eduardo Alarcon Ruiz@, Ms. Denise Lynn Dahl * and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and the relevant clauses of the Listing Regulations.

@ Mr. Javier Eduardo Alarcon Ruiz has resigned as Director on 15^th July, 2016.

*Ms. Denise Lynn Dahl was appointed as Director on 24^th August, 2016.

25. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Company''s Key Managerial Personnel, Whole time Director and Employees is measured on the progress being made on the strategic vision of the Company and Profitability. Progress against the strategic vision of the Company is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit after Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure to this Report.

26. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The Board is evaluated on the basis of the following attributes namely, guiding strategy, nurturing leaders, aligning incentives, managing risks, enhancing the brand and enabling governance.

The remuneration / commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non- Executive / Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs.1,00,000 (Rupees one lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

Commission may be paid within the monetary ceiling limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act An Independent Director shall not be entitled to any stock options of the Company.

Copy of the Nomination and Remuneration policy is annexed as part of this Report and is also uploaded on the website of the Company, http:// HYPERLINK "http://www.atfoods.com/templates/home_tpl/pdf/"www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination%20and%20Remuneration %20Policy.pdf

27. TRAINING OF INDEPENDENT DIRECTORS

The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the

Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. The appointment letters issued to independent directors is uploaded on the website,http://www.atfoods.com/templates/home_tpl/pdf/other_info/terms_ conditions_appointment_independent_ directors.pdf.

28. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 27^th Annual General Meeting to the conclusion of the 32^nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the Auditors'' appointment has to be ratified at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders. The Company has received a certificate from M/s. B S R & Associates, LLP to the effect that they are not disqualified from continuing to act as Auditors and would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2013. The Report given by the Auditors, M/s. B S R & Associates LLP., and Chartered Accountants on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

29. SECRETARIAL AUDIT

M/s. Tumuluru & Co, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2016-17. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure to this Director''s Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

30. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FY''17 the numbers of sales staff on the rolls of the Company were 386.

Your company''s wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd is expected to commence production in FY''18. This will enable the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market.

In FY''18 we will also be working towards leveraging your Company''s wholly-owned subsidiary Sundrop Foods Lanka (Private) Limited and seek to establish a local low cost production model which will enable us to benefit from the growth of our neighboring countries.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2016-17 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format are annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered office and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary Companies is also available on the website of your Company. http://www.atfoods.com/ investor-relations/annual-reports.html.

31. ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act,

2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 prepared as on 31^st March, 2017 is attached as an Annexure to this Directors'' Report.

32. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

4. The Whole-time Director & Managing Director & CEO of the Company does not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. No cases reported or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013. In terms of provisions of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 0.41 Million (as on 31^st March, 2017) of unpaid /unclaimed dividends will be transferred to Investor Education and Protection Fund before 1^st September, 2017.

33. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

Managing Director & CEO Director

DIN 07439079 DIN 00239637

Dt: 3^rd May, 2017

Mar 31, 2016

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31st March, 2016.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s performance for the year ended 31st March, 2016 is as follows:

(Rs, Millions)

2015-16 2014-15 Net Sales 7,801.94 7,562.34

Other Income 20.16 36.41

Total Income 7,822.10 7,598.75

Operating Expenses 7,252.80 6,985.89

PBDIT 569.30 612.86

Depreciation 160.12 147.58

Interest 53.28 12.29

Profit Before Tax (PBT) 355.90 452.99

Taxes 122.31 80.20

Profit After Tax (PAT) 233.59 372.79

Net Sales for the year at 7,801.94 MM were 3% higher than Prior Year reflecting continued strong growth in the Foods business which registered an increase in Net Sales of 8% to reach a turnover of Rs 1,713 MM. In the Edible Oils business, Net Sales increased by 2% with a 5% increase in turnover of Sundrop Oils offset by an 8% decline in the commodity Crystal business. Depreciation increased by 8% reflecting the absorption of a significant Capex program with Interest costs rising due to higher imports of popcorn kernels to ensure input supply continuity. Effective Tax rate for FY''16 at 34% was higher than previous year (PY) of 18% reflecting the end of Section 80IC benefits at the Kashipur facility.

1.2 Key Indicators

(Rs, Millions)

2015-16 2014-15

Gross Margin (GM) 1,826.48 1,897.64

GM % 23.4% 25.1%

Advertising & Sales Promotion 426.50 443.89

A&P % 5.5% 5.9%

Gross Margin % was lower than PY by 170 basis points reflecting 3 key investments made by the Company to drive Growth Â (a) Absorption of higher Manufacturing Costs as a consequence of a significant Capex program over the period FY''14 to FY''16 (b) Distributor support investments for higher delivery costs incurred for an additional 200 Company Salesmen (c) Improvement in value proposition despite higher corn costs for continued volume growth in the Snacks category. A&P spend was lower by 40 basis points reflecting the choice made by the Company to increase investments in Distribution through higher Company Salesmen and Distributor Support mechanisms translating into an additional 100 basis points of investment in Distribution.

2. DIVIDEND

Given the continued strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs, 2/- per equity share of the face value of Rs, 10/- each for the period ended 31st March, 2016 subject to the approval of the share holders at the Annual General Meeting to be held on 27th July, 2016.

(Rs, Millions)

2015-16 2014-15

Profit after Tax 233.59 372.79 Profit brought forward from 2,041.97 1,727.84 Previous year

Surplus available for 2,275.56 2,100.63

Appropriation

Transfer to General Reserve - -

Proposed Dividend for the Financial year at the rate of Rs, 2/- each* (previous year Rs, 2/-) - 48.74

Tax on Proposed Dividend - 9.92

Forward to the following year 2,275.56 2,041.97

*Refer Note No. 2.46 in notes to accounts

3. RESPONSIBILITY STATEMENT The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 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 were operating 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by SEBI (Listing Obligations and Disclosure Requirements) 2015.

In line with the requirements of new Companies Act, 2013, your Company has constituted new Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on feedback from members on the Annual Report and Accounts, this report includes MD&A as appropriate so that duplication and overlap between the Directors'' Report and a separate MD&A is avoided and the entire material is provided in a composite and comprehensive document.

6. INDUSTRY STRUCTURE & DEVELOPMENTS

The Food industry continued to remain sluggish during FY''16. However, your Company has taken significant measures to ensure continued strong growth through a combination of investments in manufacturing capacities and increased investments in distribution expansion.

We expect to be able to continue to deliver strong growth and take advantage of the significant capital investments we have recently completed behind products with clear competitive advantage and "right to win". An improvement in the overall consumption climate will enable us to further accelerate this growth.

7. OPPORTUNITIES AND THREATS

The Indian food industry is still at a nascent stage and we expect it to record solid growth rates for several years to come. This represents a significant opportunity for your Company given that we have already made balanced capital investments to develop a portfolio capable of delivering steady profitable growth.

The continuing digitization of today''s world presents both an opportunity and a threat. An opportunity because it enables us to communicate with and deliver to consumers in a far more focused manner than was possible in the pre-digital age. However, it is also a threat because it enables smaller competitors to reach out to consumers in a manner not possible in the pre-digital age because of the high costs of legacy distribution systems. We have to approach this in a nimble and balanced manner and are confident that in doing so we will be able capture the opportunities while overcoming the threats.

8. STATE OF THE COMPANY''S AFFAIRS

In FY''16 Act II remained the fastest growing Snacks brand in the Modern Trade and Sundrop Peanut Butter the fastest growing Spread in the Spreads Category, enabling us to deliver strong growth in the Foods business of the Company.

Our strong and profitable position in both the Snacks and the Spreads categories means that we are well placed to seize growth opportunities in both of these categories with a portfolio which is profitable and meets emerging consumer needs.

In the last year''s Director''s Report we had stated our intent to increase investments in Distribution with the establishment of a strong portfolio. In FY''16 your Company increased its investment in Distribution Expansion by c Rs.80 MM or 100 basis points of Net Sales which was largely funded by savings in administrative expenses. This investment was made with a steady build up during the year translating into an accelerated quarter on quarter growth in our Foods business in FY''16.

Your Company will continue to leverage the investments made both in portfolio expansion & distribution expansion to drive growth in both the Snacks & the Spreads categories while maintaining a strong position in the Edible Oils category.

This will enable us to progress towards our goal of being amongst India''s "Best Performing Most Respected Foods Companies".

9. PRODUCT CATEGORIES

9.1 Snacks:

Your Company continued to gain share in the Rs,10,000 crore Snacks category in India driven by further relevant extensions of the Act II brand and selective extension into Indian snacks of the Sundrop brand. Act II, which is now present in Ready to Cook Popcorn, Tortilla Chips, Ready to Eat Popcorn and Extruded Snacks recorded a turnover of Rs,148 crore in Net Sales in FY''16. In the Modern Trade, Act II was the fastest growing Snack in FY''16 with a value share of roughly 9% of the Category as compared to an estimated 2% share across all channels. As we expand our distribution and manufacturing footprint we would expect to realize our fair share of the category nationally.

Success in the Snacks business requires both an expansion in distribution and a national manufacturing footprint. As stated earlier in this report we have significantly increased our investments in Distribution in FY''16. Last year, your Company also acquired land in both Chittoor (AP) and Kolkata (WB). Regulatory approval has already been received for Chittoor where we are in the process of commencing construction. In the case of Kolkatta we will await the necessary regulatory clearances. Together with the 4 existing plants and the near completion of plant close to Guwahati will enable us to be a profitable and strong national Snacks player.

9.2 Spreads:

The Rs,1000 crore Spreads category was one of the fastest growing food categories nationally in India in FY''16. With a 30% growth in Volume & Value in FY''16, we estimate that Sundrop Peanut Butter now has roughly 3% of the category nationally and about 7% in the Modern Trade where it is clearly the driver of category growth.

Your Company continues to make steady investments behind the Peanut Butter business and we feel is well positioned to seize the growth opportunities and capture our fair share of the Category. In FY''16 the Company introduced small pack sizes to drive trial of the Category while continuing to drive distribution. In FY''17 we will continue to use innovation to drive the Spreads category and our share within the Category.

9.3 Edible Oils & Sprays:

With a 76% share of total revenue, the Edible Oils category continues to be a critical category for your Company. In FY''16 we recorded a steady performance on Sundrop Edible Oils which recorded a volume growth of 6% and a value growth of 5%. The commodity Crystal Oil which is sold largely in the states of Andhra Pradesh and Telangana however came under significant competitive pressure and recorded a decline of 14% in volume and 8% in value. Your Company continues to support our flagship Sundrop Heart in this Category with adequate level of investments to ensure that our position in this category remains healthy and profitable while delivering the highest returns to our shareholders.

9.4 Soups, Puddings & Desserts:

As stated in last year''s report your Company is in the process of evaluating the impact of local production capabilities in this category. This will be undertaken along with alternate options for investment choices, a process which is currently underway.

9.5 Meals & Meal Enhancers:

As stated in last year''s report your Company is in the process of assessing the impact of local production on this category. Similar to 9.4 (above) this will be undertaken along with alternate options for investment choices, a process which is currently underway.

10. RESEARCH, QUALITY & INNOVATION (RQI)

Your Company continues to focus on innovation as a driver of growth. In FY''16 innovation drove the rapid growth that we saw in both the Spreads and the Bagged Snacks categories. This process will continue in FY''17 in addition to which we will also bring our innovation capabilities to test new categories.

11. CONSERVATION OF ENERGY, ABSORPTION, TECHNOLOGY, FOREIGN EXCHANGE AND EMPLOYEE PARTICULARS

A Statement giving details of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as annexure and forms part of this report.

12. HUMAN RESOURCES / INDUSTRIAL RELATIONS

As a part of a Company wide program to reduce the cost of Purchased Services while leveraging the digital world, we have discontinued the use of several external measurement systems including the use of retail audits. In the area of Human Resources we discontinued the use of external measurement of engagement and used available internal digital tools. Our engagement scores continue to be robust with an engagement level of 79%.

Your Company will continue to work to ensure that we have a highly engaged and productive organization to deliver against our vision of being amongst India''s "Best Performing, Most Respected Foods Companies".

13. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereunder in respect of the employees who were in receipt of remuneration aggregating Rs, 60 lakhs or more or were employed for part of the year and were and in receipt of remuneration aggregating Rs, 5 lakhs per month or more during the financial year ending 31st March, 2016 is provided in the Annexure forming part of this Report.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

15. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material i.e., transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, in accordance with the policy of the Company on materiality of related party transactions, Companies Act, 2013 and Listing Regulations.

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.:http://www.atfoods.com/ templates/home_tpl/pdf/other_info/ policy_dealing_related_party_transactions.pdf

The related party disclosures form part of the financial statements provided in this Annual Report.

16. EMPLOYEE STOCK OPTION PLAN

The Company, vide special resolution in the Annual General Meeting of the Company held on 25th July 2012 had approved "Agro Tech Employee Stock Option Plan" ("Plan"). The Plan was further modified vide special resolution in the Annual General Meeting held on 24th July 2015 to align it with the provisions of SEBI (Share Based Employee Benefits) Regulations, 2014 ("SEBI Regulations") and other applicable provisions for the time being in force. The Plan is administered by Agro Tech ESOP Trust ("Trust") under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the Company ("Committee"). The Plan is in compliance with the provisions of SEBI Regulations and there has been no material change in the Plan during the year. Further details of the Plan are available on the website of the Company at www.atfoods.com.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a good corporate citizen responsible for the communities where we operate, your Company is involved in a CSR activity under the umbrella of Poshan. The program which is designed to address malnourishment amongst children, works with Government Anganwadi''s and Child Malnourishment Treatment Centers using Peanut Butter which is a source of protein and highly effective to fight malnutrition. In FY''16 we increased the coverage of the program to 10,700 children up from 8,000 children in the prior year. However, spending was lower at 1% due to higher efficiencies in the process and further expansion of the program awaiting necessary governmental approvals. On receipt of the approvals, we will be in a position to further expand this program and work towards the 2% guideline specified in the Companies Act, 2013.

As per the Companies Act, 2013, all Companies having net worth of Rs, 500 crore or more, or turnover of Rs,1,000 crore or more or a net profit of Rs, 5 crore or more during any financial year will be required to constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, the Company has constituted a CSR Committee comprising Lt. Gen. D B Singh as Chairman, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Ms. Anna Biehn, Mr. Michael Walter and Mr. Javier Eduardo Alarcon Ruiz as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Company''s website:http:/ /www.atfoods.com/templates/home_tpl/pdf/ other_info/ATFL%20CSR%20POLICY.pdf. The program Poshan also received the 2014 South Asia Platinum SABRE Award for Corporate Social Responsibility.

18. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board at the Board Meeting held on 1st May 2006. The Company has framed a risk management policy and testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted with a Committee of the Directors and senior management to address issues which may threaten the existence of the Company

19. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17th October, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company:http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ATFL_WB% 20 Policy % 20 final.pdf

20. INFORMATION SYSTEMS

Your Company continues to focus on the use of technology and automation to drive productivity to work efficiently with our customers & suppliers while making available to our employees robust information to ensure best in class analysis of the business and identification of opportunities to improve shareholder return.

21. FINANCE AND ACCOUNTS

21.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention, and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the company''s policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

a comprehensive Code of Conduct for the Board Members and employees of your Company

- An Employee Handbook

- Whistle Blower Policy defined to provide channel of communication without fear Comprehensive framework for Risk Management, and

CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has appointed Internal Auditors to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

21.2. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the company''s objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

21.3 Outlook

We believe that your Company now has the combination of a strong product portfolio and a proven business model for distribution expansion leveraging this broader portfolio. We will continue to invest in a balanced manner behind both our brands and expansion of distribution to achieve steady profitable growth.

22. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Ms. Anna Elizabeth Biehn retires by rotation and being eligible, offers herself for re- appointment. A brief profile of Ms. Anna Biehn is given in the notice of the 29th Annual General Meeting.

Mr. Michael Walter has tendered his resignation as a Director of the Company. The Directors place on record their appreciation of the valuable services rendered and wise counsel given by Mr. Michael Walter during his tenure of office as Director.

Dr. Pradip Ghosh Chaudhuri, the Whole-time Director retires from the Company with effect from 30th June, 2016. Mr. Sachin Gopal has been appointed as the Additional and Managing Director with effect from 1st July, 2016 subject to approval of the shareholders and Central Government as may be applicable.

Mr. Steven Harrison is being appointed as an Additional Director of the Company pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and Article 130 of the Articles of Association of the Company.

They hold office up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 160 of the Companies Act, 2013 has been received from a Member proposing the appointment of Mr. Steven Harrison and Mr. Sachin Gopal as Directors of the Company at the Annual General Meeting.

A brief profile of the above Directors is given in the notice of the 29th Annual General Meeting.

All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they were neither are a promoter of the

Company or its holding, subsidiary or associate Company;

ii. they are not related to promoters or other Directors in the Company, its holding, subsidiary or associate Company;

c. they do not have any pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of their relatives has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. neither they nor their relatives Â

(i) hold or has held the position of a key managerial personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofÂ

(A) a firm of auditors or company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or

(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;

(iii) held together with any relatives two per cent or more of the total voting power of the Company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds two per

cent or more of the total voting power of the Company;

f. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the company''s business.

None of the independent Directors will retire at the ensuring Annual General Meeting.

23. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2015-16 on the following dates:

1. 17th April, 2015

2. 24th July, 2015

3. 16th October, 2015

4. 21st January, 2016

24. AUDIT COMMITTEE

The Company''s Audit Committee presently comprises of six Directors, all except one are non- executive and Independent Directors. This is in compliance with Clause 49 of the Listing Agreement. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor Mr. Javier Eduardo Alarcon Ruiz and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and the relevant clauses of the Listing Agreement.

25. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Company''s Key Managerial Personnel, Whole time Director and Employees is measured on the progress being made on the strategic vision of the Company and Profitability. Progress against the strategic vision of the Company is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit After Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure to this Report.

26. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of Independent Directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the Independent Directors.

The Board is evaluated on the basis of the following attributes namely, guiding strategy, nurturing leaders, aligning incentives, managing risks, enhancing the brand and enabling governance.

The remuneration / commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non- Executive / Independent Directors may receive remuneration by way of fees for attending each meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs, 1,00,000 (Rupees one lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other Directors.

Commission may be paid within the monetary ceiling limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

An Independent Director shall not be entitled to any stock options of the Company.

Copy of the Nomination and Remuneration policy is annexed as part of this Report and is also uploaded on the website of the Company, http:// www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination%20and%20Remuneration %20Policy.pdf

27. TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation. To familiarize the new inductees with the strategy, operations, business and functions of your Company, the Senior Management make presentations to the inductees about the company''s strategy, operations and products.

The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. The appointment letters issued to independent directors is uploaded on the website, http://www.atfoods.com/templates/ home_tpl/pdf/other_info/terms_conditions_ appointment_independent_ directors.pdf.

28. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 27th Annual General Meeting to the conclusion of the 32nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the Auditors'' appointment has to be ratified at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants, Firm''s Registration Number:116231W/W-100024 as the statutory auditors of the Company, is placed for ratification by the shareholders. The Company has received a certificate from M/s. B S R & Associates, LLP to the effect that they are not disqualified from continuing to act as Auditors and would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014. The Report given by the Auditors, M/s. B S R & Associates LLP., Chartered Accountants on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013 and hence, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

29. SECRETARIAL AUDIT

M/s. Tumuluru & Co, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2015-16. Copy of the Secretarial Audit Report in Form MR-3 is given as an Annexure to this Director''s Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

30. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FY''16 the number of sales staff on the rolls of the Company were 299.

In FY''16 your Company commenced the work of installation of equipment for the plant near Dhaka, Bangladesh, through its wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd. We are currently in the process of seeking regulatory clearances post which we will be in a position to start work on the supply chain and then commence production. This will enable the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market.

In FY''15 your Company also started work on leveraging the wholly-owned subsidiary - Sundrop Foods Lanka (Private) Limited established on 27th January, 2015. Limited equipment for the subsidiary has already been shipped from India and in FY''17 we will be working on establishing a local cost local production model which will enable us to benefit from the growth of our neighboring countries and establish our brands where we currently have our presence through export.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2015-16 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of our subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format is annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered office and will be provided to any shareholder on demand. The separate audited financial statements in respect of each subsidiary companies is also available on the website of your Company. http://www.atfoods.com/ investor-relations/annual-reports.html

31. ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 prepared as on 31st March, 2016 is attached as an Annexure to this Directors'' Report.

32. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

4. The Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company''s operations in future.

6. No cases reported or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

7. During the year, your Company has not accepted any public deposits under Chapter V of Companies Act, 2013. In terms of the provisions of Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, Rs. 0.32 Million (as on 30th April, 2016) of unpaid / unclaimed dividends will be transferred to Investor Education and Protection Fund before 30th July, 2016.

33. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

President & CEO Director

DIN 00239637

Dr. Pradip Ghosh Chaudhuri

Whole-time Director

DIN 02650577

Dt: 26th April, 2016.

Mar 31, 2015

Dear Members,

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31st March, 2015.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s performance for the year ended 31st March, 2015 is as follows:

(Rs Millions)

2014-15 2013-14

Net Sales 7,562.34 7,622.05

Other Income 36.41 27.05

Total Income 7,598.75 7,649.10

Operating Expenses 6,985.89 6,945.51

PBDIT 612.86 703.59

Depreciation 147.58 107.74

Interest 12.29 20.39

Profit Before Tax (PBT) 452.99 575.46

Taxes 80.20 144.63

Profit After Tax (PAT) 372.79 430.83

Net Sales for the year at Rs 7,562.34 MM were lower than Prior Year of Rs. 7,622.05 MM reflecting primarily the impact of a lower price table in the Edible Oils segment, offset in part by a continued strong growth in the Foods business. The Company was able to mitigate to a significant extent the impact on PAT of

(a) 2 new factories and (b) higher A&P spends through an improvement in effective tax rate as a consequence of Section 80 IC benefits of the Kashipur plant and the R&D centre at Kothur, resulting in a PAT of Rs. 372.79 MM vs PY of Rs. 430.83 MM.

1.2 Key Indicators

(Rs Millions)

2014-15 2013-14

Gross Margin (GM) 1,897.64 1,858.25

GM % 25.1% 24.4%

Advertising & Sales 443.89 314.84

Promotion

A&P % 5.9% 4.1%

Gross Margin % improved by 70 basis points reflecting the continued focus of the Company on improving Gross Margin on a steady and sustained basis. The higher A&P spend enabled the Company to invest increased media resources behind current products of Sundrop Heart & Act II and as well commence support behind Sundrop Peanut Butter.

2. DIVIDEND

Given the continued strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs. 2/- per equity share of the face value of Rs.10/- each for the period ended 31st March, 2015 subject to the approval of the share holders at the Annual General Meeting to be held on 241h July, 2015.

(Rs Millions) 2014-15 2013-14

Profit after Tax 372.79 430.83

Profit brought forward from 1,727.84 1,386.34

Previous year

Surplus available for 2,100.63 1,817.17

Appropriation

Transfer to General Reserve - 32.31

Proposed Dividend for the Financial year at the rate of Rs 2 /- each (previous year Rs 2/-) 48.74 48.74

Tax on Proposed Dividend 9.92 8.28

Forward to the following year 2,041.97 1,727.84

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 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 the Companies Act, 2013 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 were operating 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by Clause 49 of the Listing Agreement.

In line with the requirements of new Companies Act, 2013, your Company has constituted new Board Committees and has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings of the Board and Board Committees held during the year, are provided in the Corporate Governance Report.

12. PARTICULARS OF EMPLOYEES

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 thereunder in respect of the employees who were in receipt of remuneration aggregating Rs. 60 lakhs or more or were employed for part of the year and were and in receipt of remuneration aggregating Rs. 5 lakhs per month or more during the financial year ending 31st March, 2015 is provided in the Annexure forming part of this Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

14. PARTICULARS OF CONTRACTS WITH RELATED PARTIES

All contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

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 : http://www.atfoods.com/ templates/home_tpl/pdf/other_info/ policy_dealing_related_party_transactions.pdf The related party disclosures form part of the financial statements provided in this Annual Report.

15. EMPLOYEE STOCK OPTION PLAN

Details of the shares issued under the Agro Tech Employee Stock Option Plan, as also the disclosures in compliance with the Securities and Exchange Board of India (Share Based Employee Benefit) Regulations, 2014 are set out in the Annexure to this Report.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a good Corporate Citizen responsible for the Communities where we operate, your Company is involved in a CSR activity under the umbrella of Poshan. The program which is designed to address malnourishment amongst children, works with Government Anganwadi''s and Child Malnourishment Treatment Centers using Peanut Butter which is a source of protein and highly effective to fight malnutrition. In FY''15 we increased the coverage of the program to 8,000 children up from 5,000 children in the prior year. In FY''15 we spent 1.3 % of our Net Profit behind CSR and in line with the guidelines of the new Companies Act this will be steadily increased to achieve the 2% goal specified in the new Companies Act, 2013.

As per the Companies Act, 2013, all Companies having net worth of Rs. 500 crore or more, or turnover of Rs.1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year will be required to

constitute a CSR Committee of the Board of Directors comprising three or more directors, at least one of whom will be an Independent Director.

Aligning with the guidelines, the Company has constituted a CSR Committee comprising Lt. Gen. D B Singh as Chairman, and Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani, Mr. Arun Bewoor, Ms. Veena Gidwani, Ms. Anna Biehn, Mr. Michael Walter and Mr. Javier Eduardo Alarcon Ruiz as its Members. The Committee is responsible for formulating and monitoring the CSR Policy of the Company. The CSR Policy of the Company, as approved by the Board of Directors is available on the Company''s website : http://www.atfoods.com/templates/home_tpl/pdf/ other_info/ATFL%20CSR%20POLICY.pdf. The program Poshan also received the 2014 South Asia Platinum SABRE Award for Corporate Social Responsibility.

17. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board at the Board Meeting held on 1st May 2006. The Company has framed a risk management policy and testing in accordance with the laid down policy is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. A Risk Management Committee also has been constituted with a Committee of the Directors and senior management to address issues which may threaten the existence of the company

18. WHISTLE BLOWER POLICY (VIGIL MECHANISM)

The vigil mechanism under Whistle Blower Policy has been approved by the Board of Directors on 17th October, 2014. This Whistle Blower Policy of the Company provides opportunities to employees to access in good faith, to the Management, concerns (in certain cases to the Audit Committee) in case they observe unethical or improper practices (not necessarily a violation of law) in the Company and to secure those employees from unfair termination and unfair prejudicial employment practices. The policy has also been uploaded on the website of the Company : http://www.atfoods.com/templates/ home_tpl/pdf/other_info/ATFL_WB%20Policy %20final.pdf

19. INFORMATION SYSTEMS

Your Company continued to focus on the use of technology and automation to drive productivity. In FY''15 we continued to see progress in our automation with customers including the use of EDI with Modern Trade Customers and Distributor Automation for the

Traditional Trade.

20. FINANCE AND ACCOUNTS

20.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention, and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Company''s policies, procedures, and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

- a comprehensive Code of Conduct for the Board Members and employees of your Company

- An Employee Handbook

- Whistle Blower Policy defined to provide channel of communication without fear

- Comprehensive framework for Risk Management, and

- CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has reappointed Deloitte Haskins & Sells as its Internal Auditor to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

20.2. Cautionary Statement

Statements in this Directors'' Report and Management Discussion and Analysis describing the Company''s objectives, projections, estimates, and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

20.3 Outlook

Having completed significant capexes including 2 Greenfield locations and local capacities for 3 new

Categories (Peanut Butter, Extruded Snacks and Tortilla Chips) the Company is in an extremely strong position to capitalize on the positive momentum in the overall economy and the consequent expected upturn in consumer sentiment. Your Company will now be stepping up its investment in Distribution Expansion to fully leverage the capacities that have been created.

21. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Mr. Javier Eduardo Alarcon Ruiz retires by rotation and being eligible, offers himself for re-appointment. A brief profile of Mr. Javier is given in the notice of the 281h Annual General Meeting.

Ms. Anna Elizabeth Biehn was appointed in the casual vacancy caused by the resignation of Mr. William Lyon Hutton pursuant to the provisions of Section 152(5) of the Companies Act, 2013 and Article 129 of the Articles of Association of the Company.

She holds office up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 160 of the Companies Act, 2013 has been received from a Member proposing the appointment of Ms. Anna Biehn as a Director of the Company at the Annual General Meeting.

A brief profile of all the above Directors is given in the notice of the 28th Annual General Meeting.All the Independent Directors of the Company have also given a confirmation to the Company as provided under Section 149(6) of the Companies Act, 2013 that:

a. they are persons of integrity and possess relevant expertise and experience;

b. i. they were neither nor are a promoter of the company or its holding, subsidiary or associate company;

ii. they are not related to promoters or other directors in the company, its holding, subsidiary or associate company;

c. they do not have any pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

d. none of their relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. neither they nor their relatives -

(i) hold or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they were proposed to be appointed, ofÂ

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) held together with any relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company;

f. they possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations or other disciplines related to the Company''s business.

None of the independent Directors will retire at the ensuring Annual General Meeting.

22. MEETINGS OF THE BOARD

The Board of Directors met 4 times during the period April to March in the year 2014-15 on the following dates:

1. 22nd April, 2014

2. 17th July, 2014

3. 17th October, 2014

4. 22nd January, 2015

23. AUDIT COMMITTEE

The Company''s Audit Committee presently comprises of six Directors, all except one are non-executive and Independent Directors. This is in compliance with

Clause 49 of the Listing Agreement. Lt. Gen. D.B. Singh, an Independent Director, is the Chairman of the Committee while Mr. Sanjaya Kulkarni, Mr Narendra Ambwani, Mr. Arun Bewoor Mr. Javier Eduardo Alarcon Ruiz and Ms. Veena Gidwani are its Members. The Charter of the Committee is in line with the requirements of Section 177 of the Companies Act, 2013 and the relevant clauses of the listing Agreement.

24. CRITERIA FOR REMUNERATING DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The performance of the Company''s Key Managerial Personnel, Whole time Director and Employees is measured on the progress being made on the strategic vision of the Company and Profitability. Progress against the strategic vision of the Company is measured by continued improvement in Gross Margin and share of the Foods business in the total Net Sales of the Company. Profitability is measured using Profit After Tax as a single measure.

The details as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being provided as an Annexure to this Report.

25. EVALUATION OF THE BOARD

The Company has formulated a Remuneration Policy in line with the requirements of the Companies Act, 2013. The performance evaluation of independent directors is done by the entire Board of Directors (excluding the director being evaluated). On the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent directors.

The Board is evaluated on the basis of the following attributes namely, guiding strategy, nurturing leaders, aligning incentives, managing risks, enhancing the brand and enabling governance.

The remuneration / commission to Non-Executive and Independent Directors shall be fixed as per the provisions contained under Companies Act, 2013. The Non- Executive / Independent Director may receive remuneration by way of fees for attending each meeting of Board or Committee thereof. Provided that the amount of such fees shall not exceed Rs. 1,00,000 (Rupees one lakh only) per meeting of the Board or Committee or such amount as may be prescribed by the Central Government from time to time.

For Independent Women Directors, the sitting fee paid is not less than the sitting fee payable to other directors.

Commission may be paid within the monetary ceiling limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company

computed as per the applicable provisions of the Act. An Independent Director shall not be entitled to any stock option of the Company.

Copy of the Nomination and Remuneration policy is annexed as part of this Report and is also uploaded on the website of the Company : http:// www.atfoods.com/templates/home_tpl/pdf/ other_info/Nomination%20and%20Remuneration %20Policy.pdf

26. TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation. To familiarize the new inductees with the strategy, operations, business and functions of your Company, the Senior Management make presentations to the inductees about the Company''s strategy, operations and products.

The Company also encourages and supports its Directors to update themselves with the rapidly changing regulatory environment. Also, at the time of appointment of independent directors, the Company issues a formal letter of appointment describing their roles, functions, duties and responsibilities as a Director. The appointment letters issued to independent directors is uploaded on the website : http://www.atfoods.com/templates/ home_tpl/pdf/other_info/terms_conditions_ appointment_independent_ directors.pdf.

27. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, were recommended for appointment as the Statutory Auditors of the Company to hold office from the conclusion of the 27th Annual General Meeting to the conclusion of the 32nd Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the Auditors'' appointment has to be ratified at every Annual General Meeting. Accordingly, the appointment of M/s. B S R & Associates LLP, Chartered Accountants, as the statutory auditors of the Company, is placed for ratification by the shareholders. The Company has received a certificate from M/s. B S R & Associates, LLP to the effect that they are not disqualified from continuing to act as Auditors and would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014.

28. SECRETARIAL AUDIT

M/s. Tumuluru & Co, Company Secretaries, have been appointed to conduct the Secretarial Audit of the Company as required under the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2014-15. Copy of the Secretarial Audit Report in

Form MR-3 is given as an Annexure to this Director''s Report. The Secretarial Audit Report does not contain any qualification or adverse remarks.

29. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FY''15 the number of sales staff on the rolls of the company were 178.

In FY''15 your Company completed the civil work for the plant near Dhaka, Bangladesh, through its wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd. The necessary equipment for commencing local production has been shipped and we expect to commence local production in FY''16 and will enable the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market.

In FY''15 your Company has also set up a wholly-owned subsidiary - Sundrop Foods Lanka (Private) Limited on 27th January, 2015. This establishment of this subsidiary will enable your Company to benefit from the growth of our neighboring countries and establish our brands where we currently have our presence through export.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. The Company has published the audited consolidated financial statements for the financial year 2014-15 and the same forms part of this Annual Report. This Annual Report does not contain the financial statements of your subsidiaries. The statements highlighting the summary of the financial performance of the subsidiaries in the prescribed format is annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered office and will be provided to any shareholder on demand. http:// www.atfoods.com/templates/home_tpl/pdf/ other_info/policy_determining_ material_ subsidiary.pdf

30. ANNUAL RETURN

An extract of the Annual Return in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management & Administration) Rules, 2014 prepared as on 31st March, 2015 is attached as an Annexure to this Directors'' Report.

31. GENERAL

Your Directors state that no disclosures or reporting are being made in respect of the following items as there were no applicable transactions or events on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except under the ESOP scheme referred to in this Report.

4. The Whole-time Director of the Company does not receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

6. No cases reported or filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

32. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On Behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh President & CEO Director DIN 00239637

Dr. Pradip Ghosh Chaudhuri Whole-time Director Dt: 17th April, 2015. DIN 02650577

Mar 31, 2014

Dear Members,

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31st March, 2014.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company''s performance for the year ended 31st March, 2014 is as follows:

2013-14 2012-13

Net Sales 7,622.05 7,871.60

Other Income 27.05 46.37

Total Income 7,649.10 7,917.97

Operating Expenses 6,945.51 7,246.50

PBDIT 703.59 671.47

Depreciation 107.74 66.74

Interest 20.39 0.30

Profit Before Tax (PBT) 575.46 604.43

Taxes 144.63 188.01

Profit After Tax (PAT) 430.83 416.42

Net Sales for the year at Rs. 7,622.05 MM were lower than Prior Year of Rs. 7,871.60 MM refecting the impact of volatility and competitive activity in the Edible Oils segment offset in part by continued growth in the Snacks business. Lower A&P spends than Prior Year and improvement in effective tax rate enabled a 3.5% increase in Profit After Tax from Rs. 416.42 MM to Rs. 430.83 MM.

1.2 Key Indicators

(Rs. Millions)

2013-14 2012-13

Gross Margin (GM) 1,858.25 1,916.48

GM % 24.4% 24.3%

Advertising & Sales 314.84 451.23 Promotion

A&P % 4.1% 5.7%

Gross Margin % improved marginally by 10 basis points on a lower Net Sales base. A lower A&P spend and a lower effective tax rate due to the benefits on account of the Kashipur facility (Section 80 IC) and the R&D center at Hyderabad, enabled the Company to deliver an improved Profit After Tax from 5.3% of Sales to 5.7% of Sales an improvement of 40 basis points, refecting your Company''s commitment to delivering sustained and Profitable growth.

2. DIVIDEND

Given the continued strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs. 2.00/- per equity share of the face value of Rs. 10/- each for the period ended 31st March, 2014 subject to the approval of the share holders at the Annual General Meeting to be held on 17th July, 2014.

(Rs. Millions)

2013-14 2012-13

Profit After Tax 430.83 416.42

Profit brought forward from 1,386.34 1,058.17 Previous year

Surplus available for 1,817.17 1,474.59

Appropriation

Transfer to General Reserve 32.31 31.23 Proposed Dividend for the Financial year at the rate of Rs. 2 each (previous year: Rs. 2) 48.74 48.74

Tax on Proposed Dividend 8.28 8.28

Forward to the following 1,727.84 1,386.34 year

3. RESPONSIBILITY STATEMENT

The Directors confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that period;

iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors'' Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certifcation as required by Clause 49 of the Listing Agreement.

15.3 Outlook

The commencement of local production of Peanut Butter, development of a range of Ready to Eat Sweet Popcorn and capacities for Extruded Snacks means that your Company now has a Significantly wider product portfolio to support our growth ambitions. Sundrop Heart, Act II Popcorn and Sundrop Peanut Butter will continue to be our focus areas for marketing investments which will be supported by other existing and new products to gain scale in Manufacturing, Supply Chain & Distribution.

16. DIRECTORS

In accordance with the provisions of Article 143 of the Articles of Association of the Company, in so far as it is not inconsistent with the relevant provisions of the Companies Act, 2013, Mr. Michael D Walter retires by rotation and being eligible, offers himself for re- appointment. A brief profle of Mr. Michael Walter is given in the notice of the 27th Annual General Meeting.

Mr. Javier Eduardo Alarcon Ruiz was appointed in the casual vacancy caused by the resignation of Mr. Patrick Douglas Linehan pursuant to the provisions of Section 262 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company.

He holds offce up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 160 of the Companies Act, 2013 has been received from a Member proposing the appointment of Mr. Javier Eduardo Alarcon Ruiz as a Director of the Company at the Annual General Meeting.

The Companies Act, 2013 provides for appointment of Independent Directors. Section 149(10) and (11) of the Act provides that Independent Directors shall hold offce for a term of up to fve consecutive years on the Board of a Company and that no Independent Director shall be eligible for more than two consecutive terms of fve years. The Act also specifes that the provisions of retirement by rotation as defined under Section 152 (6) and (7) shall not apply to such Independent Directors.

SEBI Circular No. CIR/CFD/POLICY CELL/2/2014 dated 17th April, 2014 also specifes that a person who has already served as an Independent Director for fve years or more in a Company as on October 1, 2014 shall be eligible for appointment, on completion of his present term, for one more term of up to fve years only.

On 22nd April, 2014, the Nomination and Remuneration Committee recommended the appointment of Lt. Gen. D B Singh, Mr. Sanjaya Kulkarni, Mr. Narendra Ambwani and Mr. Arun Bewoor, all the existing Independent Directors for one more consecutive term of 5 years not liable to retire by rotation.

A brief profle of all the above Directors is given in the notice of the 27th Annual General Meeting.

17. AUDITORS

M/s. B S R & Associates LLP, Chartered Accountants, are recommended for appointment as the Statutory Auditors of the Company to hold offce from the conclusion of the 27th Annual General Meeting to the conclusion of the 32nd Annual General Meeting, in place of M/s. B S R and Co., retiring auditors who did not wish to be reappointed. The Company has received a certifcate from M/s. B S R & Affliates LLP to the effect that their appointment, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013 and Companies (Audit and Audit Rules), 2014.

18. SUBSIDIARY COMPANIES

Your subsidiary, Sundrop Foods India Private Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FY''14 the number of sales staff on the rolls of the company were 115.

In FY''14 your Company also made considerable progress in setting up a plant near Dhaka in Bangladesh through its wholly owned subsidiary Agro Tech Foods (Bangladesh) Pvt. Ltd. The plant is expected to be operational in FY''15 and will enable the Company to build scale in Bangladesh and benefit from the economic growth of a neighboring emerging market.

During the year, the Board of Directors reviewed the affairs of the subsidiary Companies. As per Section 212 of the Companies Act, 1956, we were required to attach the Balance Sheet, Statement of Profit and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India vide its Circular No. 2/2011 dated 8th February, 2011, exempted Companies from complying with Section 212, provided such Companies publish the audited consolidated financial statements in the Annual Report. The Company has published the audited consolidated financial statements for the financial year 2013-14 and the same forms part of this Annual Report. Therefore, this Annual Report does not contain the financial statements of our subsidiaries. The statement pursuant to Section 212 of the Companies Act, 1956, highlighting the summary of the financial performance of the subsidiaries is annexed to this Report. The audited financial statements and related information of subsidiaries are available for inspection during business hours at our registered offce and will be provided to any shareholder on demand.

19. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

President & CEO Director

Dr. Pradip Ghosh Chaudhuri Whole-time Director

Date: 22nd April, 2014

Mar 31, 2012

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31st March, 2012.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Company's performance for the year ended 31st March, 2012 is as follows:

(Rs. Millions)

2011-12 2010-11

Net Sales 7,021.40 7,186.87

Other Income 48.66 69.47

Total Income 7,070.06 7,256.34

Operating Expenses 6,506.61 6,912.48

PBDIT 563.45 343.86

Depreciation 56.87 46.04

Interest 0.65 1.34

Exceptional Item Ã 174.46

Profit Before Tax (PBT) 505.93 470.94

Taxes 144.50 153.18

Profit After Tax (PAT) 361.43 317.76

Excluding the divested business of Rath, (Net Sales of Rs1,067.45 MM in PY) Net Sales for the year at Rs 7,021.40 MM are higher than Prior Year by 15%. Steady improvement in profitability continued with Profit before Tax crossing the Rs 500 MM mark for the first time in the history of the Company and Profit after Tax up by 14% over Prior Year at Rs 361.43 MM.

1.2 Key Indicators

(Rs Millions)

2011-12 2010-11

Gross Margin (GM) 1,654.62 1,491.79

GM % 23.6% 20.8%

Advertising & Sales 330.70 469.12 Promotion

A&P % 4.7% 6.5%

Gross Margin of the Company at Rs 1,654.62 MM was 11% higher than prior year of Rs 1,491.79 MM reflecting the positive impact of pricing & mix. Improved efficiencies in A&P spends enabled the Company to deliver enhanced Gross Margin spend with a lower A&P of 4.7% of Sales. Profit before Tax increased by 7% with Profit after Tax by 14% as your Company received tax benefits which included set off on account of R&D investments at the new R&D facility in Andhra Pradesh.

2. DIVIDEND

Given the continued strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs1.75/- per equity share of the face value of Rs10/- each for the period ended 31st March, 2012 subject to the approval of the share holders at the Annual General Meeting to be held on 25th July, 2012.

(Rs.Millions) 2011-12 2010-11

Profit After Tax 361.43 317.76

Profit brought forward 773.42 529.06 from Previous year

Surplus available for 1,134.85 846.82

Appropriation

Transfer to General

Reserve 27.11 23.83

Proposed Dividend for the 42.65 42.65

Financial year at the rate of Rs 1.75 /- each (previous year: Rs 1.75/-)

Tax on Proposed Dividend 6.92 6.92

Forward to the following 1,058.17 773.42 year

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for that period;

iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors' Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by Clause 49 of the Listing Agreement.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on feedback from Members on the Annual Report and Accounts, this report includes MD&A as appropriate so that duplication and overlap between the Directors' Report and a separate MD&A is avoided and the entire material is provided in a composite and comprehensive document.

6. INDUSTRY STRUCTURE & DEVELOPMENTS

Despite high interest rates and their consequent cascading impact on the broader economy, the overall trends in food industry consumption remained positive. Continuing robust growth of the processed foods industry in India will require investments in two key areas - building of food processing capabilities and expansion of distribution reach. Together, these will ensure that we are capable of reaching out to large numbers of Indian consumers with products that are relevant, affordable and profitable.

Cost pressures driven by higher commodity prices continued through the year. However, your Company was able to successfully overcome the challenges through focus on the key growth drivers of improved margin and distribution expansion of value added products, in line with the goal of being amongst India's "Best Performing Most Respected Food Companies".

7. PRODUCT CATEGORIES

7.1 Edible Oils:

During FY'12, the Company continued to focus brand support behind the flagship Sundrop Heart product with the clear and technically established promise of Cholesterol reduction. This has been extremely well received by consumers and continued to deliver strong volume growth for Sundrop Heart. Your Company successfully introduced a Cooking Spray, a unique and innovative product which enables consumers to have an easy non-stick cooking experience besides an attractive low calorie proposition of 2 calories per spray, and we are continuing to expand distribution and acquire new consumers for this product using a low investment strategy. In addition, the Company also launched Sundrop Nutrifit to support the expansion of our distribution reach. The Crystal brand, largely sold in Andhra Pradesh, also registered a strong performance in both volumes and profits.

7.2 Snacks:

Your Company continued its focus on Act II Popcorn. The year saw the successful introduction of Savory Ready to Eat Popcorn to support the expansion of distribution expansion and consumer acquisition for the Act II brand. The introduction of this product will enable your Company to leverage a large and rapidly growing out of home consumption market to expand the Act II in home Instant Popcorn business in a profitable and sustained manner.

7.3 Spreads:

Sundrop Peanut Butter continued to perform well. Work is underway in the state of Gujarat, to set up a plant for local manufacture of the product. The investment reflects your Company's commitment to participate and lead the development of new categories in the Indian food market and establish a strong position in the growing processed foods industry in India.

7.4 Puddings & Desserts:

Snack Break chocolate pudding continued to perform well. Your Company is making progress towards identifying options for local manufacture for expansion into this category.

7.5 Convenience Meals:

Your Company successfully seeded a limited investment entry into the Convenience Meals segment with the introduction of Ready to Eat Indian foods, consistent with the strategy of creating a broad based portfolio which enables us to leverage longer term trends in food consumption patterns in India.

The consumer response has been excellent and we are continuing to extend our on shelf presence.

8. RESEARCH, QUALITY & INNOVATION (RQI)

Your Company continues to focus on innovation as a driver of growth. In addition to the introduction of a unique Cooking Spray and launch of Ready to Eat Popcorn and Convenience Meals, FY'12 also saw the establishment of a new R&D facility in Andhra Pradesh. The facility will enable the creation, testing and launch of new products.

9. CONSERVATION, TECHNOLOGY AND FOREIGN EXCHANGE & EMPLOYEE PARTICULARS

A Statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo in accordance with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, as required under section 217(1)(e) of the Companies Act, 1956, together with particulars of Employees as required under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Amendment Rules, 2011 is attached and forms part of this report.

10. HUMAN RESOURCES

10.1 To deliver against the vision of being amongst India's "Best Performing, Most Respected Foods Companies" it is imperative that we have a highly engaged organization. Your Company continued to show strong improvement in the area of employee engagement with a score of 76% as measured in a survey conducted by Hewitt Associates, bringing us into the top league of FMCG companies in India on Employee Engagement.

10.2 In line with the "Promote from Within" philosophy adopted 4 years ago, 47% of all vacancies during the year were filled through internal talent. In addition, the high level of employee engagement resulted in Employee Referral accounting for another 21% of all recruitment. The balance 32% was largely accounted for by new hires.

11. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules there under in respect of the employees who were in receipt of remuneration aggregating Rs 60 lakhs or more or were employed for part of the year and were and in receipt of remuneration aggregating Rs 5 lakhs per month or more during the financial year ending 31st March, 2012 is provided in the Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary whereupon a copy would be sent.

12. EMPLOYEE STOCK OPTION PLAN

Details of the shares issued under the Agro Tech Employee Stock Option Plan, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to making a contribution to the societies in which we live and work. Focus has been maintained on "Feeding Children Better", a program to address malnutrition among the under privileged children studying in schools with no aid. Under the program, children are provided with one nutritious meal a day. Currently the program covers more than 1500 under privileged children including physically challenged children.

Your Company also created opportunities during the year to citizens of India who are disadvantaged. By working with 5 Deaf and Dumb societies across India, we were able to continue to provide opportunities for disadvantaged persons through employment as merchandisers in the modern trade channel.

14. INFORMATION SYSTEMS

The increasing use of technology and automation is critical for the Company to be both efficient and effective. During FY'12 there was an increasing use of the Oracle applications which included forecasting and production planning. The Company also used Oracle applications for tracking capital expenditure and moved to paperless approval of Accounts payable integrated with Oracle and linked to our banking partners. We also made significant progress in the automation of our distributors.

15. FINANCE AND ACCOUNTS

15.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Company's policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

- a comprehensive Code of Conduct for the Board Members and employees of your Company

- An Employee Handbook

- Whistle Blower Policy defined to provide channel of communication without fear

- Comprehensive framework for Risk Management, and

- CEO/CFO Certification for Financial Reporting Controls to the Board

The Company has reappointed Deloitte Haskins & Sells as its Internal Auditor to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to Management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

15.2. Cautionary Statement

Statements in this Directors' Report and Management Discussion and Analysis describing the Company's

objectives, projections, estimates and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

15.3 Outlook

Expansion of distribution combined with enhancement of manufacturing capacities should enable your Company to continue to see positive momentum in the business in FY'13. The key growth drivers for the Company will continue to be Sundrop Heart and Act II Popcorn. With the commencement of local production of Peanut Butter and availability of low cash ring SKU's, we will also commence investing behind the Spreads category. New products such as Ready to Eat Popcorn and Sundrop Nutrifit will enable us to steadily expand distribution and therefore consumer acquisition for the growth drivers by funding the last mile between our distributors and the retail trade and in turn enable us to continue to deliver sustained and profitable growth.

16. DIRECTORS

In accordance with the Provisions of Article 143 of the Articles of Association of the Company, Lt. Gen. D. B. Singh and Mr. Sanjaya Kulkarni retire by rotation and being eligible, offer themselves for re-appointment. A brief profile of Lt. Gen. D.B. Singh and Mr. Sanjaya Kulkarni is given in the notice of the 25th Annual General Meeting.

During the year Mr. David Alan Palfenier representing the interests of CAG-Tech (Mauritius) Limited has resigned as Director and Chairman of the Company.

The Directors place on record their appreciation of the valuable services rendered and wise counsel given by Mr. David Palfenier during his tenure of Office as Director and Chairman.

17. AUDITORS

M/s. BSR and Co., Chartered Accountants, Statutory Auditors of your Company, hold office until the conclusion of the 25th Annual General Meeting and are recommended for reappointment. The Company has received a certificate from M/s. BSR and Co., to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

18. SUBSIDIARY COMPANY

Your subsidiary, Sundrop Foods India Limited has continued to perform the role of aiding the expansion of distribution and display of your products. At the end of FY'12 the number of salesmen on the rolls of the Company were 278.

19. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

President & CEO Director

Dr. Pradip Ghosh Chaudhuri

Whole-time Director

Date: 26th April, 2012

Mar 31, 2011

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the fnancial year ended 31st March, 2011.

1. PERFORMANCE OF THE COMPANY

1.1 Results

Your Companys performance for the year ended 31st March, 2011 is as follows:

(Rs. Millions)

2010-11 2009-10

Net Sales 7,187 6,496

Other Income 69 105

Total Income 7,256 6,601

Operating Expenses 6,912 6,239

PBDIT 344 362

Depreciation 46 30

Interest 1 1

Exceptional Item 174 Ã

profit Before Tax (PBT) 471 331

Taxes 153 80

profit After Tax (PAT) 318 251

Net Sales for the year at Rs. 7,187 MM are higher than Prior Year by 11% refecting continued strong volume growth in Act II Popcorn and higher pricing across the Sundrop and Crystal branded edible oils partly offset by lower sales of the Rath brand which was divested in December, 2010. Steady improvement in profitability continued with profit after tax up by 26% versus previous year and profit before tax up by 42% versus the prior year.

1.2 Key Indicators

(Rs. Millions)

2010-11 2009-10

Gross Margin (GM) 1,492 1,505

GM % 20.8% 23.2%

Advertising & Sales 469 614

Promotion

A&P % 6.5% 9.5%

Gross Margin of the Company at Rs. 1,492 MM was marginally lower than prior year of Rs. 1,505 MM refecting a signifcant increase in commodity prices which the Company was largely able to offset through Pricing, Volume Growth and Product Mix. Improved effciencies in A&P spends enabled the Company to reduce A&P spend as a percentage of sales to 6% and together with the one-time profit on divestiture of Rath this enabled the Company to deliver a growth of 42% in profit Before Tax. Effective Tax Rate for the Company increased to 33% vs Prior Year of 24% as the Company had taken full beneft of Unabsorbed Depreciation and MAT credit during the year ended 31st March, 2011. Accordingly, profit after tax has increased by 26%.

2. DIVIDEND

Given the strong performance of the Company, your Directors are pleased to recommend a Dividend of Rs. 1.75/- per equity share of the face value of Rs. 10/- each for the period ended 31st March, 2011 subject to the approval of the share holders at the Annual General Meeting to be held on 27th July, 2011.

(Rs. Millions)

2010-11 2009-10

profit After Tax 318 251

profit brought forward 529 333

from Previous year

Surplus available for 847 584 Appropriation

Transfer to General Reserve 24 13

Proposed Dividend for the 43 36

Financial year at the rate of Rs. 1.75 /- each (previous year: Rs. 1.50/-) Tax on Proposed Dividend 7 6

Forward to the following 773 529 year

3. RESPONSIBILITY STATEMENT

The Directors confrm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgements 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 fnancial year and of the profit or loss of the Company for that period;

iii) they have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certifcation as required by the amended Clause 49 of the Listing Agreement.

11. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Amendment Rules, 2011, in respect of the employees who were in receipt of remuneration aggregating Rs. 60 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 5 lakhs per month or more during the fnancial year ending 31st March, 2011 is provided in the Annexure forming part of this Report. In terms of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the Registered offce of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary whereupon a copy would be sent.

12. EMPLOYEE STOCK OPTION PLAN

Details of the shares issued under the Agro Tech Employee Stock Option Plan, as also the disclosures in compliance with Clause 12 of the Securities and

Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to making a contribution to the societies in which we live and work. Focus has been maintained on "Feeding Children Better", a program to address malnutrition among the under privileged children studying in schools with no aid. Under the program, children are provided with one nutritious meal a day. Currently the program covers more than 1500 under privileged children including physically challenged children.

Your Company also created opportunities during the year to citizens of India who are disadvantaged. By working with 5 Deaf and Dumb societies across India, we were able to create opportunities for c 50 disadvantaged persons through employment as merchandisers in the modern trade channel.

14. INFORMATION SYSTEMS

The increasing use of technology and automation is critical for the Company to be both effcient and effective. During FY11 there was an increasing use of the Oracle operating system including automation of Accounts Payable and linking to our banking partners.

15. FINANCE AND ACCOUNTS

With the complete exit by your Company from Trading operations, starting from FY 10-11, your Company considers all the product categories as the primary segment for reporting.

15.1 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and effcient conduct of business. These controls ensure safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable fnancial information and adherence to the Companys policies, procedures, and statutory obligations.

Your Company has established standard operating procedures for smooth and effcient operations in addition to ensuring internal controls. Your Company has also documented:

l a comprehensive Code of Conduct for the Board Members and employees of your Company

l An Employee handbook

l Whistle Blower policy defned to provide channel of communication without fear

l Comprehensive framework for Risk Management and

l CEO/CFO Certifcation for Financial Reporting Controls to the Board

The Company has reappointed Deloitte Haskins & Sells as its Internal Auditor to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to Management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as fnancial disclosures. The Audit Committee also issues directives and/or recommendations for enhancement in scope and coverage of specifc areas, wherever felt necessary.

15.2. Cautionary Statement

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

15.3 Outlook

The continuing positive economic momentum in the country and strong performance of our key growth drivers of Act II Popcorn and Sundrop Heart mean that we expect to see positive momentum in the business in FY12. High commodity prices will remain a challenge in the next year which will be addressed through focus on products with higher pricing power. We also expect to see a further roll out of new products leveraging the broad portfolio of products available with ConAgra Foods and through local innovation. This will be done after comprehensive consumer research and enable us to capitalise on the changing food habits of the South Asian consumer. These will be supported in a manner that enables us to optimize the investments that we make in A&P to enable us to deliver steady and sustained profitable growth.

16. DIRECTORS

During the year Mr. Gregory Carl Estep and Mr. Alejandro Castro representing the interests of CAG-Tech (Mauritius) Limited and Mr. Nihal Kaviratne, CBE, a Non-Executive Independent Director, have resigned as Directors of the Company.

Your Company has appointed Mr. David Alan Palfenier and Mr. Patrick Douglas Linehan as Additional Directors pursuant to Section 260 of the Companies Act, 1956 and Article 130 of the Articles of Association of the Company with effect from 28th July, 2010. Mr. David Alan Palfenier and Mr. Patrick Douglas Linehan represent the interests of CAG- Tech (Mauritius) Limited. Mr. David Alan Palfenier was also nominated as Chairman by your Board. Mr. Narendra Ambwani was appointed as an Additional Director approved by your Board of Directors through circulation with effect from 6th April, 2011. He is a Non- Executive Independent Director of your Company.

Mr. Arun Bewoor was appointed as a Director with effect from 21st October, 2009 due to the sudden demise of Mr. Satish Lal Tandon, pursuant to the Provisions of Section 262 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company.

They all hold offce up to the date of the ensuing Annual General Meeting. Notice together with the deposit, as required under Section 257 of the Companies Act, 1956 has been received from Members proposing the appointment of Mr. David Alan Palfenier, Mr. Patrick Douglas Linehan, Mr. Narendra Ambwani and Mr. Arun Bewoor as Directors of the Company at the Annual General Meeting. A brief profle of these Directors is given in the Notice of the 24th Annual General Meeting.

In accordance with the Provisions of Article 143 of the Articles of Association of the Company, Mr. Michael D Walter retires by rotation and being eligible, offers himself for re-appointment. A brief profle of Mr. Michael D Walter is given in the Notice of the 24th Annual General Meeting.

The Directors place on record their appreciation of the valuable services rendered and wise counsel given by Mr. Gregory Carl Estep, Mr. Alejandro Castro and Mr. Nihal Kaviratne, CBE during their tenure of Offce as Directors.

17. AUDITORS

M/s. BSR and Co., Chartered Accountants, Statutory Auditors of your Company, hold offce until the conclusion of the 24th Annual General Meeting and are recommended for reappointment. The Company has received a certifcate from M/s. BSR and Co., to the effect that their appointment, if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

18. SUBSIDIARY COMPANY

Your subsidiary, Heera Seeds Trading and Warehousing Limited was renamed during the year as Sundrop Foods India Limited. Over the last 6 months the Company has recruited c 500 salesmen and consultants who are responsible for increasing the distribution and display of your products across the country.

19. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers, ConAgra Foods Inc. and all other stakeholders towards performance of the Company during the year under review.

On behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh

President & CEO Director

Dr. Pradip Ghosh Chaudhuri

Whole-time Director

Mar 31, 2010

The Directors hereby present their Annual Report, together with the audited accounts of the Company for the financial year ended 31st March, 2010.

1. PERFORMANCE OF THE COMPANY

7.7 Results

Your Companys performance for the year ended 31st March, 2010 is as follows:

(Rs. Millions)

2009-10 2008-09

Net Sales 6,496 7,736

Other Income 105 111

Total Income 6,601 7,847

Operating Expenses 6,239 7,582

PBDIT 362 265

Depreciation 30 24

Interest 1 5

Exceptional Item -- (40)

Profit Before Tax (PBT) 331 276

Taxes 80 68

Profit After Tax (PAT) 251 208

Net Sales for the year at Rs.6,496 Million are lowerthan Prior Year by 16% reflecting the impact of (a) lower unit price realization on the Rath & Crystal brands where lower commodity prices were passed on to the consumer and (b) a mix of price and volumes for the Sundrop oils portfolio as a consequence of our margin improvement program. This was offset in part by robust growth in Act II popcorn. Steady improvement in profitability continued with profit after tax up by 21 % versus previous year and Profit before tax up by 20% versus the previous year.

1.2 Turnover by Segment (Rs. Millions)

2009-10 2008-09

Branded Foods 5,534 6,253

Sourcing & Institutional Business (SIB) 962 1,483

7.3 Key Indicators

Gross Margin (GM) 1,505 1,310

GM % 23.2% 16.9%

Advertising & Sales Promotion 614 515

A&P % 9.5% 6.7%

Gross Margin of the Company improved from Rs. 1,310 Million to Rs. 1,505 Million driven by improved mix and pricing recovery. The incremental

Gross Margin earned during the year was partly invested in increased A&P (supporting new product launches, volume growth in Act II popcorn and margin improvement) and partly used to improve profitability.

2. DIVIDEND

Given the strong performance of the Company, your Directors are pleased to recommend a dividend of Re. 1.50 per equity share of the face value of Rs. 10/- each for the period ended 31st March, 2010 subject to the approval of the share holders at the Annual General Meeting to be held on 28th July, 2010.

(Rs. Millions)

2009-10 2008-09

Profit After Tax 251 208

Profit brought forward 333 153 from previous year

Surplus available for 584 361 appropriation Transfer to General Reserve 13 --

Proposed dividend for the 36 24 financial year at the rate of Re. 1.50 each (previous year: Re. 1 /-)

Tax on proposed dividend 6 4

Cetained profit carried 529 333 forward to the following year

3. RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that period;

iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

4. CORPORATE GOVERNANCE

In terms of the Listing Agreement, a report on Corporate Governance along with Auditors Report on its compliance is annexed, forming part of the Annual Report.

Additionally, this contains compliance report signed by the CEO of the Company in connection with compliance with the Code of Conduct, and also CEO/CFO Certification as required by the amended Clause 49 of the Listing Agreement.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT (MD&A)

Based on feedback from Members on the Annual Report and Accounts, this report includes MD&A as appropriate so that duplication and overlap between the Directors Report and a separate MD&A is avoided and the entire material is provided in a composite and comprehensive document.

6. INDUSTRY STRUCTURE & DEVELOPMENTS

The year saw a gradual improvement in the economy with an improved economic outlook for the country. However, while consumer confidence returned there was still considerable uncertainty, necessitating that while we could continue to be aggressive in driving the growth and testing of new categories there should also be a sense of caution in pricing in existing categories. Together with a steady hardening of commodity prices, this caution resulted in an increasing pressure on margins as the year progressed.

Your Company responded to this challenging environment by on the one hand working to reduce the cost of entry into new categories and on the other introducing variants to cover more price points in existing categories. This was accompanied by a continued strengthening of retail coverage in line with the goal of being amongst Indias "Best Performing Most Respected Foods Companies."

7. PRODUCT CATEGORIES

7.7 Branded Foods:

7.1.1 On a full year basis Net Sales of the Branded Foods business at Rs. 5,534 Million was lower than prior year by 11% reflecting a drop in price per unit on Rath & Crystal due to lower commodity prices and lower pricing/volume on Sundrop due to our focus on margin improvement. A continued strengthening of volumes in Sundrop during the year meant however that we ended 2009-10 successfully consolidating your Companys Gross Margin at a level of 20% and a return to top line growth against previous year by the fourth Quarter - Net Sales for Quarter 4 were up 8% against the previous year on the Branded Foods Business.

7.1.2 In the Edible Oils category your Company focused on volume opportunities through the launch of new variants to increase presence across price points and address unmet consumer needs. Both the new variants launched viz. Sundrop Goldlite and Sundrop Freshlite have been well received by consumers.

7.1.3 In the Snacks Category your Company continued its focus on ACT II Popcorn, through sustained national media presence for the brand, significant increase in retail distribution and increasing awareness of the category.

7.1.4 In the Hydrogenated Vegetable Oils category, your Company continued to effectively manage the Rath brand.

7.1.5 In March 2009, your Company had entered the Bread Spreads category with the launch of Sundrop Peanut Butter. In FY10 your Company continued to develop this category with investments behind the brand. Your Company also started work on building the Desserts & Puddings category in India with the launch of Sundrop Snack Break, a shelf stable pudding which has been well received by consumers.

7.2 Sourcing & Institutional Business:

Trading operations in Oils were progressively reduced and as a consequence the segment turnover was reduced from Rs. 1,483 Million in 2008-09 to Rs. 962 Million in 2009-10. This is part of the de-risking of the portfolio and consistent with our choice of focusing on the Branded Foods Business.

8. RESEARCH, QUALITY & INNOVATION (RQI)

Your Company successfully launched two new variants of oils under the Sundrop portfolio, viz. Sundrop Goldlite and Sundrop Freshlite. Both the variants had new oil species, Corn Oil in GoldLite and Canola Oil (Imported Rapeseed Oil) in FreshLite.

To increase penetration of the growing popcorn category, your Company also introduced a Rs. 2/- sachet in Andhra Pradesh which is currently under test market.

9. CONSERVATION, TECHNOLOGY AND FOREIGN EXCHANGE

A Statement giving details of conservation of energy, technology absorption, exports and foreign exchange earnings and outgo in accordance with the companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988, as required under section 217(1 )(e) of the Companies Act, 1956, is attached and forms part of this report.

10. HUMAN RESOURCES

10.1 Developing a High Performing organization is a key requirement to delivering against our vision of being amongst IndiaYBest Performing, Most Respected Foods Companies".Your Company continued to show strong improvement in the area of employee retention with key talent attrition now standing at less than 5%.

10.2 To improve communication with the front line sales force and enhance analytical capabilities and initiative execution, your Company equipped all sales officers of the Company with laptop computers.

10.3 Your Company continued to work with a "Promote from Within" policy supported by strong capability building initiatives and 40% of all vacancies during the year were filled through internal talent.

10.4 Building a common corporate culture and the right set of values is a key component of creating a high performance organization. Your Company has identified the theme of "Make a Difference" as the pillar for our activities and a full scale roll out of this has been done during the year.

11. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules there under in respect of the employees who were in receipt of remuneration aggregating Rs. 24 lakhs or more or were employed for part of the year and were in receipt of remuneration aggregating Rs. 2 lakhs per month or more during^he financial year ending 31 st March, 2010 is provided in the Annexure forming part of this Report. In terms of Section 219(1) (b)(iv) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure.The Annexure is available for inspection by Members at the Registered office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary whereupon a copy would be sent.

12. EMPLOYEE STOCK OPTION PLAN

Details of the shares issued under the Agro Tech Employee Stock Option Plan, as also the disclosures in compliance with Clause 12 of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are set out in the Annexure to this Report.

13. CORPORATE SOCIAL RESPONSIBILITY

Your Company is committed to making a contribution to the societies in which we live and work. Focus has been maintained on "Feeding Children Better", a program to address malnutrition among the under privileged children studying in schools with no aid. Under the program, children are provided with one nutritious meal a day. Currently the program covers more than 1500 under privileged children including physically challenged children.

Your Company has been recognized by the Bombay Stock Exchange for having the Best Corporate Social Responsibility Practices at the 5th Social and Corporate Governance Awards 2010.

14. INFORMATION SYSTEMS

Significant enhancements were made during the year in the area of information systems. The Oracle operating system was upgraded to improve the quality of information available, eliminate manual interfaces, and enable faster access to information. This has considerably improved the quality and speed of decision making and aided significantly the progress achieved by your Company in the area of profitability.

15. FINANCE AND ACCOUNTS

15 1 Segment Wise Results

Your Company continued to see steady improvement in profitability driven by focus on the Branded Foods Business.

The audited financial results of the two segments for the year ended 31st March, 2010 are:

Segment-wise Revenue, Results and Capital Employed

(Rs.Millions)

S.No. Particulars 2009-10 2008-09

1. Segment Revenue

a) Branded Foods 5,534 6,253

b) SIB 962 1,483 Sales from Operation 6,496 7,736

2. Segment Results

Profit / Loss before Tax and interest from each segment

a) Branded Foods 511 422

b) SIB 9 26

520 448

Less:

i) Interest 1 5

ii) Other Un-allocable Expenditure 188 167 net off un-allocable Income Total Profit Before Tax 331 276

3. Capital Employed

Segment Assets-Segment Liabilities

a) Branded Foods 581 468

b) SIB 2 4

c) Other un-allocable net assets 923 826 Total Capital Employed 1,506 1,298

75.2 Internal Controls

The Company has a robust system of internal controls commensurate with the size and nature of its operations, to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, prevention and detection of fraud and error, accuracy and completeness of accounting records, timely preparation of reliable financial information and adherence to the Companys policies, procedures and statutory obligations.

Your Company has established standard operating procedures for smooth and efficient operations in addition to ensuring internal controls. Your Company has also documented:

Ã A comprehensive Code of Conduct for the Board Members and employees of your Company.

Ã An Employee Handbook.

Ã Whistle Blower policy defined to provide channel of communication without fear.

Ã Comprehensive framework for Risk Management, and

Ã CEO/CFO Certification for Financial Reporting Controls to the Board.

The Company has reappointed Deloitte Haskins & Sells as its Internal Auditor to ensure adequacy of internal control systems and make recommendations thereto. Audit reports are circulated to Management, which takes prompt action as necessary.

The Audit Committee of the Board meets periodically to review the performance as reported by Auditors. The Internal and External Auditors also attend the meetings and convey their views on the adequacy of internal control systems as well as financial disclosures. The Audit Committee also issues directives and / or recommendations for enhancement in scope and coverage of specific areas, wherever felt necessary.

75.3 Cautionary Statement

Statements in this DirectorsReportand Management Discussion and Analysis describing the Companys objectives, projections, estimates, and expectations may constitute "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

75.4 Outlook

Your Company had a strong performance in Financial Year "10, with Gross Margin improving from Rs. 131 crores to Rs. 150 crores and GM percentage improving from 16.9% to 23.2%. We did however see margin pressure in the last quarter of the year and expect to continue to face this in the near term. We will seek to mitigate this through profitable volume growth in the Oils category driven by a wider variant range, while we continue to invest behind the key growth driver of Act II popcorn and lay the foundation for future growth by working on localization of the new products already launched and increased A&P efficiencies for future new products.

16. DIRECTORS

Mr. Gregory Carl Estep and Mr. Alejandro Castro were appointed as Directors with effect from 14th May, 2008 in place of Mr. Ian F Troop and Mr. Derek L Briffett respectively to represent the interests of CAG- Tech (Mauritius) Limited, pursuant to the provisions of Section 262 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company.

They hold office up to the date of the ensuing Annual General Meeting. Notices together with the deposits, as required under Section 257 of the Companies Act, 1956 have been received from Members proposing the appointment of Mr. Gregory Carl Estep and Mr. Alejandro Castro as Directors of the Company at the Annual General Meeting. A brief profile of these Directors is given in the Notice to the 23rd Annual General Meeting.

Mr. Arun Bewoor was appointed as Director with effect from 21st October, 2009 due to the sudden demise of Mr. Satish Lai Tandon, pursuant to the provisions of Section 262 of the Companies Act, 1956 and Article 129 of the Articles of Association of the Company.

In accordance with the Provisions of Article 143 of the Articles of Association of the Company, Lt. Gen. D.B. Singh and Mr. Sanjaya Kulkami retire by rotation and being eligible, offer themselves for reappointment. A brief profile of these Directors is given in the Notice of the 23rd Annual General Meeting.

17. AUDITORS

M/s. B S R and Co., Chartered Accountants, are recommended for appointment as the Statutory

Auditors of your Company, to hold office from the conclusion of the 23rd Annual General Meeting until the conclusion of the 24th Annual General Meeting, in place of M/s. B S R and Associates, retiring Auditors, who have not offered themselves for reappointment as Auditors of the Company. The Company has received a certificate from M/s. B S R and Co., to the effect that their appointment, if made, would be within the limits prescribed under Section 224 ("IB) of the Companies Act, 1956.

18. SUBSIDIARY COMPANY

There has been no business activity during the year by Heera Seeds Trading and Warehousing Limited, a non-material unlisted subsidiary of your Company.

19. APPRECIATION

The Board places on record their appreciation for the contribution of its customers, employees, distributors, co-packers, suppliers and all other stakeholders towards performance of the Company during the year under review.

On behalf of the Board

Sachin Gopal Lt. Gen. D.B. Singh President & CEO Director

Dr. Pradip Ghosh Chaudhuri Whole-time Director

Date: 19th May, 2010

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