Directors Report of Thrive Future Habitats Ltd.

Mar 31, 2025

Your Directors hereby present the Company''s 77^th Annual Report of Ador Multi Products Limited (''the company'') along with audited financial statements for the financial year ended March 31, 2025. The Company, along with its subsidiaries wherever required, is referred to as ''we'', ''us'', ''our'', or ''Ador Multiproducts''. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. PERFORMANCE OF THE COMPANY

The table below sets forth the key financial parameters of the Company''s performance during the year under review

'' in lacs
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operation	217.97	515.14	217.97	672.76
Other Income	15.81	15.84	64.27	161.07
EBITDA	(30.95)	(59.99)	212.62	(212.08)
Finance Cost /Interest	9.55	12.07	9.63	28.02
Depreciation	25.52	29.14	59.99	52.97
Profit before Tax	(66.03)	(1051.10)	(319.05)	(331.01)

2. DIVIDEND:

In view of the losses of the company, your Directors do not recommend dividend for the year under review.

3. SHARE CAPITAL

The Authorized Share Capital of the company as on 31^st March, 2025 was '' 5,00,00,000/- divided into 50,00,000 Equity Shares of '' 10/- each.

The Paid-Up Capital of the company was '' 4,67,36,330/- divided into 46,73,633 Equity Shares of '' 10/- each.

*The Authorized Share Capital of the company has been increased from '' 5,00,00,000/- (Rupees Five Crore) to '' 20,00,00,000/ - (Rupees Twenty Crore), divided into 2,00,00,000 Equity Shares of '' 10/- Each) pursuant to a Special Resolution passed through Postal Ballot on 20^th April, 2025.

**The Paid Up Share Capital of the company has been increased from '' 4,67,36,330/- to Rs. 9,56,09,890/- divided into 95,60,989 Equity Shares of '' 10/- each subsequent to Preferential Allotment of Equity Shares on 16^th May, 2025.

The Company has also allotted 93,12,364 Share warrants of '' 31.41/- each aggregating to amount of '' 29,25,01,353/- in the board meeting held on 16^th May, 2025. The warrants will be converted into Equity Shares within 18 months from the date of allotment.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review, the revenue from operations of the company is '' 217.97 Lakhs as compared to previous year''s Revenue of '' 515.14 Lakhs. Your company has reassessed their business strategy and have realigned to focus on manufacturing as a service / contract manufacturing as its mainstay as well as revitalize its brands. Your company is focusing on the liquid lines with products like serums, sanitizers, oils, gels in both bottle and tube format packaging. The company also continues to manufacture talcum powder in parallel. With one factory at Puducherry, the company continues to keep the cost base very economical and build a stronger client base with requirements in South India. The company focused on cost cutting measures this year.

Furthermore your company now has a new investor and new management team, with a new, refreshed strategy in place.

In addition to growing the personal care business and finding new customer segments for it, the new management comes with in depth experience to manage large scale contracts. With this approach, your management is also looking to invest, diversify and build a real estate division within the company and build

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global foot print. It is building contracts with reputed clients and that should bear fruit in the coming year.

Your company is expected to build tremendous brand value by partnering with high growth young brands and investing in productivity in the coming year. This complemented with high volume traditional FMCG brand manufacturing is expected to enable the company to find a healthy stable balance between revenues, profitability and value creation in the coming year. The company will also selectively revitalize its brands for the b2b segment

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There has been change in the control and management of the company due to transfer of shares pursuant to Share Purchase Agreement dated 21^st March, 2025 between the Existing Promoters and Thrive Future Habitats Infra Private Limited (''Acquirer'') in terms of Regulation 22 (2) of SEBI (SAST) Regulations, 2011.

The Company has issued and allotted 48,87,356 Equity Shares of '' 10 each at an issue price of '' 31.41 per share (including security premium of '' 21.41 per shares) total amounting to '' 15,35,11,851/- on 16^th May, 2025 and the Company also issued and allotted 93,12,364 Share warrants of '' 31.41 each aggregating to amount of '' 29,25,01,353/- in the board meeting held on 16^th May, 2025.

Except above there is no material changes and commitments occurred after the end of the financial year.

6. CHANGE IN NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of the company.

The Company has modified its object clause by addition of the new object clause related to real estate business through the passing of Special Resolution passed by Postal Ballot dated 20^th April, 2025.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no amount due to be transferred to the Investor Education and Protection Fund.

8. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

9. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and import during the financial year.

10. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence Report on Corporate Governance and Auditor''s Certificate on Corporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.

11. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure A, which forms part of this Board''s Report.

12. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2025, the company had 2 subsidiaries.

A report on the financial positions of both subsidiaries as per the Companies Act, 2013 as provided in Form AOC-1 is attached with this report as Annexure - B

13. DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet, thus no disclosure is required under Chapter V of the Companies Act, 2013.

14. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return in Form No. MGT 7, as at the financial year ended 31^st March, 2025, will be uploaded on the website of the company at www.adormultiproducts.com

15. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met six times during the financial year 2024-2025 in compliance with the provisions of the Companies Act, 2013. The intervening gap between any two meetings was within the period of 120 days as prescribed by the Companies Act, 2013.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial year were on Arm''s length basis and were in the Ordinary Course of business. There are no materially significant transactions with related parties made by the Company with the Promoters, Directors, Key Managerial Personnel which may have potential conflict with the interest of the Company at large. Accordingly the Particulars of contracts or arrangements with related parties referred to Section 188 of the Companies Act, 2013 in the prescribed form AOC-2, is not applicable.

18. COMPANY''S POLICY RELATING TO DIRECTOR''S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors'' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Board has been posted on its website.

19. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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

(b) the directors had 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) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Board of Directors:

The composition of the Board of Directors of the Company is in accordance with the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an appropriate combination of Executive Director, NonExecutive Directors and Independent Directors

Appointment / Re-appointment of Directors

During the year, Mr. Sandeep Ahuja retired as an Independent Director of the company w.e.f. close of business hours on 14^th February, 2025, pursuant to the completion of his term. The Board of Directors, on recommendation of Nomination & Remuneration has approved the re-appointment of Mr. Sandeep Ahuja as an Independent Director of the company, for the

second term of 5 years from 20^th March, 2025 to 19^th March, 2030 (both days inclusive), the same was approved by the members through Postal Ballot on 20^th June, 2025.

Mr. Arvinder Singh Pasricha (DIN : 00032420) was appointed as Additional Director (Non-Executive Non-Independent Director), Mr. Vinay Kumar Singh (DIN : 06497700) was appointed as Additional Director (Managing Director) and Mrs. Praveen Kumari Singh (DIN : 11096754) was appointed as Additional Director (Non Executive Independent Director) in the Board Meeting held on 27^th May, 2025 to hold the office till the ensuing Annual General Meeting of the Company. Your director recommends to appoint (regularize) them as Director.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed re-appointed, is annexed to the Notice convening 77^th Annual General Meeting (AGM).

*There has been change in the management of the company due to change in the control of the company pursuant to the Share Purchase Agreement entered into between the company''s previous promoters and Thrive Future Habitats Infra Private Limited.

**Mr. Deep Ashda Lalvani (Non Executive Whole Time Director & CFO), Ms. Tanya Halina Advani (Non Executive Woman Director) and Mr. Suneil Chawla (Independent Director) has resigned from the Board of Directors w.e.f. 27^th May, 2025.

Declaration of Independence:

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulations''), the independent directors have submitted declarations stating that each of them fulfill the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company''s directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority

21. COMMITTEES OF THE BOARD

During the period of Financial Year 2024-25, the company has three committees, namely:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration Committee

The composition and meetings of the committees are in line with the provisions of the Act and SEBI Listing Regulations. Composition of each committee is as follows:

AUDIT COMMITTEE
Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mr. Suniel Chawla	Independent Director	Member
Mr. Deep Lalvani	Whole Time Director	Member
STAKEHOLDER RELATIONSHIP COMMITTEE:
Name of Director	Category	Chairman / Member
Ms Tanya Advani	Non Executive Director	Chairman
Mr. Deep Lalvani	Whole Time Director	Member

NOMINATION AND REMUNARATION COMMITTEE:
Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mr. Suneil Chawla	Independent Director	Member
Ms. Tanya Advani	Non Executive Director	Member
Due to change in the management of the company w.e.f. 27th May, 2025 the composition of the committees has changed as follows: AUDIT COMMITTEE (w.e.f. 27.05.2025)
Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mrs. Praveen Kumari Singh	Independent Director	Member
Mr. Vinay Kumar Singh	Managing Director	Member
STAKEHOLDER RELATIONSHIP COMMITTEE (w.e.f. 27.05.2025)
Name of Director	Category	Chairman / Member
Mr. Arvinder S Pasricha	Non-Executive Director	Chairman
Mrs. Praveen Kumari Singh	Independent Director	Member
Mr. Vinay Kumar Singh	Managing Director	Member
NOMINATION AND REMUNARATION COMMITTEE (w.e.f. 27.05.2025)
Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mrs. Praveen Kumari Singh	Independent Director	Member
Mr. Arvinder Singh Pasricha	Non-Executive Director	Member

22. VIGIL MECHANISM / WHISTLE BLOWERPOLICY:

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for directors and employees to report their genuine concerns. The Policy is also available on the Company''s website.

23. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

1. Materiality of event & information

2. Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment - T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

11. Code of Practices and Procedures for fair disclosure

12. Stakeholders'' Relationship Committee

24. AUDITORS AND AUDITORS'' REPORT:

STATUTORY AUDITORS:

At the 75^th Annual General Meeting held on 14^th August, 2023, the members approved re-appointment of M/s. Praveen and Madan,

Chartered Accountants, Bangalore (Firm Registration No. 011350S) as the Statutory Auditors of the company to hold the office until the conclusion of the 80^th Annual General Meeting of the company to be held for the Financial Year 2027-28.

The Statutory Auditor''s Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Company has appointed R Atchoudane, Chartered Accountant, as its Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Company''s Secretarial and related records for the financial year ended 31 March, 2025.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2025 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

As per the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015, on the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint a Secretarial Auditor for a term of five years with the approval of shareholders in the Annual General Meeting of the Company. Your board recommends to appoint Ms. Snehal Amol Phirange, Practicing Company Secretary, as Secretarial Auditor for the period of five years commencing from financial year 2025-26 till the financial year 2029-30.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

26. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure the effectiveness of implementation of the risk management policies and procedures. Your Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Ador Multiproducts has zero tolerance for sexual harassment and has adopted a charter on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with all provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 including constitution of Internal Complaints Committee.

During the FY 2024-25, neither any complaints of sexual harassment were received by ICC, nor were there any complaints relating thereto which required any disposal thereof.

29. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation by the Board of its own performance and that of the various Committees of the Board and the individual Directors. The framework of performance evaluation of the Directors captures the following points:

Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company; Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them, adequacy and effectiveness of the various Committees of the Board and the performance of the Board.

30. INFORMATION FORMING PART OF THE DIRECTOR''S REPORT PURSUANT TO RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in Annexure D forming part of this Report.

31. OTHER DISCLOSURES:

Details of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided on request, by the Company Secretary.

32. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company''s vision and strategy to deliver good performance.

33. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

The disclosure is not applicable as the company has not undertaken any one-time settlement with the banks or financial institutions during the year.

34. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the year under review, no Corporate Insolvency Resolution Process / proceedings were initiated by / against the company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to our customers, bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

---

Mar 31, 2024

Your Directors hereby present the Company''s 76^th Annual Report of Ador Multi Products
Limited (''the company'') along with audited financial statements for the financial year
ended March 31, 2024. The Company, along with its subsidiaries wherever required, is
referred to as ''we'', ''us'', ''our'', or ''Ador Multiproducts''. The consolidated performance of
the Company and its subsidiaries has been referred to wherever required.

1. PERFORMANCE OF THE COMPANY

The table below sets forth the key financial parameters of the Company''s performance
during the year under review

Rs. in lacs

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operation	515.14	588.75	672.76	1216.98
Other Income	15.84	3.15	161.07	31.16
EBITDA	(59.99)	(161.74)	(212.08)	(825.59)
Finance Cost /Interest	12.07	6.31	28.02	10.26
Depreciation	29.14	30.00	52.97	68.68
Profit before Tax	(1051.10)	(198.06)	(331.01)	(904.55)

2. DIVIDEND:

In view of the losses of the company, your Directors do not recommend dividend for the
year under review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review, the revenue from operations of the company is Rs. 515.14
Lakhs as compared to previous year''s Revenue of Rs. 588.75 Lakhs. Your company has
reassed their business strategy and have realigned to focus on manufacturing as a service
/ contract manufacturing as its mainstay. The company made significant investments and
initiatives to build brands over the past few years which unfortunately did not reap the
right results. Keeping this in mind and the heavy investments required to further build
those brands, your company has taken a careful approach to focus on third party
manufacturing. Your company is focusing on the liquid lines with products like serums,
sanitisers, oils, gels in both bottle and tube format packaging. The company also continues
to manufacture talcum powder in parallel. With one factory at Puducherry, the company
continues to keep the cost base very economical and build a stronger client base with
requirements in South India

Over the last twelve months, the company has re-aligned to focus on:

1. Contract Manufacturing (with partnerships in product development and testing).

2. Cost Cutting Measures

3. Pausing any further brand investments

4. No further investments into its subsidiaries and suitably establishing no further losses in
them and suitably exiting them as and when relevant.

5. Evaluating strategic partnerships for stronger complementary skills in building scale

Going forward, the Company will continue to review and reinforce its strategies and
action plans to rapidly scale up its global foot print. It has built contracts with international
clients and that should bear fruit in the coming year.

Your company is expected to build tremendous brand value by partnering with high
growth young brands and investing in productivity in the coming year. This
complemented with high volume traditional FMCG brand manufacturing is expected to
enable the company to find a healthy stable balance between revenues, profitability and
value creation in the coming year. Most importantly, during these challenging times, your
company is restructuring to focus on profitable business units and focus only on those that
bring stability to the health of the company.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statements relate on
the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of the
company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND:

During the year under review, there was no amount due to be transferred to the Investor
Education and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. The
Company has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and import during
the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17,17A, 18, 19, 20, 21,22,
23,24,24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C,
D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and hence Report on Corporate Governance and Auditor''s Certificate
on Corporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015, the CEO and CFO certification as specified in Part B of Schedule II is not
applicable.

10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) read
with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is given in Annexure A, which forms part of this Board''s Report.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2024, the company had 2 subsidiaries. Following changes in the nature of
business of subsidiaries is as follows.

M/s. 23 Yards India Private Limited ceased to be a subsidiary of the company w.e.f 26^th
March, 2024 as a result of transfer of the entire shares held by the company to M/s. Ravi
Shastri Entertainment LLP and Mrs. Ritu Shastri.

Further the subsidiaries of the company i.e. Anatomicals Ador India Private Limited and
1908 E-Ventures Private Limited had minimal business transactions and has been
operating at a lower capacity with a view to curb cash bum. The management believed it
to be prudent for impairment of its investments held in subsidiaries.

Thus, t he Board at its meeting held on 30^th October, 2023 and on 01^st February, 2024
decided for impairment on investment in 1908 E-Ventures Private Limited and
Anatomicals Ador India Private Limited respectively.

A report on the financial positions of both subsidiaries as per the Companies Act, 2013 as
provided in Form AOC-1 is attached with this report as Annexure - B

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from the public was outstanding as on the date
of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the
Annual Return in Form No. MGT 7, as at the financial year ended 31^st March, 2024, has
been uploaded on the website of the company at www.adormultiproducts.com

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met five times during the financial year 2023-2024 in compliance
with the provisions of the Companies Act, 2013. The intervening gap between any two
meetings was within the period of 120 days as prescribed by the Companies Act, 2013.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186
of the Companies Act, 2013 during the year under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial year were
on Arm''s length basis and were in the Ordinary Course of business. There are no
materially significant transactions with related parties made by the Company with the
Promoters, Directors, Key Managerial Personnel which may have potential conflict with
the interest of the Company at large. Accordingly the Particulars of contracts or
arrangements with related parties referred to Section 188 of the Companies Act, 2013 in
the prescribed form AOC-2, is not applicable.

17. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT,
PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors'' Appointment and Remuneration, including
criteria for determining qualifications, positive attributes, independence of a Director and
other matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Board
has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:

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

(b) the directors had 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) the directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had 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) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company is in accordance with the
provisions of Section 149 of the Companies Act 2013 with an appropriate combination of
Executive Director, Non-Executive Directors and Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI
Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing
Regulations''), the independent directors have submitted declarations stating that each of
them fulfil the criteria of independence as provided in Section 149(6) of the Act along with
rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their status as independent directors of
the Company. In the opinion of the Board, the Independent Directors are competent,
experienced, proficient and possess necessary expertise and integrity to discharge their
duties and functions as Independent Directors. The Independent Directors of the
Company have undertaken requisite steps towards the inclusion of their names in the data
bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company''s directors are disqualified from being appointed as a director as
specified in Section 164 of the Act. All Directors have further confirmed that they are not
debarred from holding the office of a director under any order from SEBI or any other
such authority

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with
Companies (Management and Administration)Rules, 2014 and in accordance with Article
49 of the Articles of Association of the Company, Mr. Deep Ashda Lalvani (DIN: 01771000)
of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible seeks re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards on
General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI),
brief resume of the Directors proposed to be appointed re-appointed, is annexed to the
Notice convening 76^th Annual General Meeting (AGM).

During the year there was no change in the Board of Directors and KMP of the company:

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The ConrvDosition of Audit Committee is as below:

Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mr. Suniel Chawla	Independent Director	Member
Mr. Deep Lalvani	Whole Time Director	Member

21. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP
COMMITTEE:

The Composition of Stakeholder Relationship Committee is as below:

Name of Director	Category	Chairman / Member
Ms Tanya Advani	Non Executive Director	Chairman
Mr. Deep Lalvani	Whole Time Director	Member

22. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION
COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

Name of Director	Category	Chairman / Member
Mr. Sandeep Ahuja	Independent Director	Chairman
Mr. Suneil Chawla	Independent Director	Member
Ms. Tanya Advani	Non Executive Director	Member

23. VIGIL MECHANISM/WHISTLE BLOWERPOLICY:

The Company has established a vigil mechanism (which incorporates a whistle blower
policy in terms of listing agreement) for directors and employees to report their genuine
concerns. The Policy is also available on the Company''s website.

24. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

I. Materiality of event &inf ormation
2 Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

II. Code of Practices and Procedures for fair disclosure
12 Stakeholders'' Relationship Committee

25. AUDITORS AND AUDITORS'' REPORT:

STATUTORY AUDITORS:

At the 75^th Annual General Meeting held on 14^th August, 2023, the members approved re¬
appointment of M/s. Praveen and Madan, Chartered Accountants, Bangalore (Firm
Registration No. 011350S) as the Statutory Auditors of the company to hold the office until the
conclusion of the 80^th Annual General Meeting of the company to be held for the Financial
Year 2027-28.

The Statutory Auditor''s Report for FY 2023-24 does not contain any qualifications,
reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Act, for the year under review.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company.
Neither the Audit Committee of the Board, nor the Board of the Company had received
any report involving any fraud, from the Statutory Auditors of the Company. As such,
there is nothing to report by the Board, as required under Section 134 (3) (ca) of the
Companies Act, 2013.

INTERNAL AUDITORS:

The Company has appointed R Atchoudane, Chartered Accountant, as its Internal
Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal
control system in the Company, its compliances with operating systems, accounting
procedures and policies and report the same to the Audit Committee on quarterly basis.
Based on the report of internal audit, management undertakes corrective action in their
respective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and the Rules made
thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C P
No. 8064), Pune, was appointed to conduct a secretarial audit of the Company''s
Secretarial and related records for the financial year ended 31 March, 2024.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March
31, 2024 is attached to this Report. The Secretarial Audit Report does not contain any
qualifications, reservations, or adverse remarks or disclaimers.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their
report.

26. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO
FINANCIAL STATEMENTS:

The Company has an Internal Control System, commensurate with size, scale and
complexity of its operations. The internal financial controls are adequate and are operating
effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, such controls were tested and no reportable material
weakness in the design or operation was observed.

27. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure the
effectiveness of implementation of the risk management policies and procedures. Your
Directors do not foresee any elements of risk, which in its opinion, may threaten the
existence of the Company.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY
ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable to the Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Ador Multiproducts has zero tolerance for sexual harassment and has adopted a charter
on prevention, prohibition and redressal of sexual harassment in line with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and complied with all provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 including
constitution of Internal Complaints Committee.

During the FY 2023-24, neither any complaints of sexual harassment were received by
ICC, nor were there any complaints relating thereto which required any disposal thereof.

30. SHARE CAPITAL:

As on 31^st March, 2024, the authorized share capital of the company consisted of 50,00,000
Equity Shares of Rs. 10/- each, and the paid up capital consisted of 46,73,633 equity shares
of Rs. 10/- each.

During the financial year 2023-24, the company has not issued any shares, securities /
instruments convertible into equity shares, sweat equity shares and shares with differential
voting rights.

31. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance
evaluation by the Board of its own performance and that of the various Committees of the
Board and the individual Directors. The framework of performance evaluation of the
Directors captures the following points:

Key attributes of the Independent Directors that justify his / her extension / continuation
on the Board of the Company;

Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all
the Directors on the set of questions developed by them which brought out the key
attributes of the Directors, quality of interactions among them, adequacy and effectiveness
of the various Committees of the Board and the performance of the Board.

32. INFORMATION FORMING PART OF THE DIRECTOR''S REPORT PURSUANT
TO RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and also the Statement containing
particulars of employees as required under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in
Annexure D forming part of this Report.

33. OTHER DISCLOSURES:

Details of employees pursuant to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, will be provided on request by the
Company Secretary.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place
on record its sincere appreciation of the devoted efforts of all employees in advancing the
Company''s vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Company''s operations in future.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companies activities during the year under review. Your Directors also
acknowledges gratefully the shareholders for their support and confidence reposed on
your Company.

For and behalf of the Board of Directors of
Ador Multi Products Limited

Sd/- Sd/-

Deep A. Lalvani Tanya Halina Advani

Director Director

DIN: 01771000 DIN: 08586636

Place: Mumbai
Date: 17^th May, 2024

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 67th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company as under :

Rs. in lacs

Particulars Year ended Year ended 31.03.2015 31.03.2014

Revenue 822 997

Operating Profit / (loss) (137) (124)

Interest (17) (8)

Depreciation and amortisation (15) (23)

Profit/(loss) before tax (105) (155)

Provision tax 34 49

Profit/(loss) after tax (71) (106)

STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to re-align work systems to ensure sustenance, with thrust to strive ahead in the current financial years.

Your Company's initiatives in the area of sustainability, vision and its growth path into the future, leveraging its corporate strategy of creating multiple drivers of growth is slowing bearing fruit. The order booking for the current year is encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, steep increase in taxes/duties, gestation costs relating to the new FMCG businesses and other investments. One of the sectors that has been affected in the past years is FMCG, which is the fourth largest sector in the Indian economy. Overall, the FMCG sector is witnessing a slowdown, depreciating rupee has escalated raw material prices and this, in twirl, has led the FMCG companies to make their endeavor to balance both.

Your company has recently acquired an alcohol license at its plant in Pondicherry as well and has invested in doubling capacity of alcohol based products. This is to meet the grow- ing demand of hand sanitizers, perfumes and other alcohol based products.

PERSONAL PRODUCTS DIVISION

Your Company's Personal Care Products business, continued to gain consumer franchise during the year aided by a slew of new products launches in the Hand Sanitizers, Hand Wash, Skin Care, Face Wash, etc. The business continues to leverage the umbrella brands, namely, "Himalaya Drug Company", "Bdel", "Apollo Pharmacy Company", "Spar"etc., segments and is focused on addressing various consumer benefits with introduction of new variants. Buoyed by increasing consumer franchise for your Company's brands, it is expected that the accelerated growth the Brand businesses will be sustained in the years ahead. Your Company will continue to rapidly scale-up product partnerships, invest in manufacturing and distribution infrastructure to support larger scale view of the growing demand for their products and maximize the benefits of clients synergy.Apart from expanding the Company's existing in-house domain solution capabilities, specific development continued to enhance and strengthen its nexus globally.

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global footprint. It has build contracts with international clients and that should bear fruit in the coming year.

TRADING DIVISION

Your company faced a challenging year in trading of industrial products. The economic scenario, slowdown in infrastructure projects, stiff competition and liquidity crisis in the market has lead to a huge decline in turnover and profitability.

DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2015.

CHANGES IN SHARE CAPITAL:

The Company on 09th July 2014, had approval from Shareholders to allot 2,50,000 convertible Preferential warrants to the Promoter Group in pursuance to passing of Resolutions by Postal Ballot. Subsequently, the Company had allotted first tranche of 1,24,500 Equity shares by conversion of Preferential warrants to Promoter JB Advani and Company Pvt ltd. The Share Capital had increased from 26,14,178 to 27,38,678.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return, in format MGT-9, for the Financial Year 2014-15 has been enclosed with this report.

NUMBER OF BOARD MEETINGS

During the Financial Year 2014-15, 7 meetings of the Board of Directors of the Company were held.

Sl. Date Place Time No.

1 17.05.2014 Ador House- Mumbai 12.00 pm

2 18.07.2014 Ador House- Mumbai 12.00 pm

3 29.07.2014 Ador House - Mumbai 2.00 pm

4 11.11.2014 Ador House - Mumbai 2.00 pm

5 03.02.2015 Ador House - Mumbai 4.30 pm

6 30.03.2015 Ador House - Mumbai 12.00 pm

7 31.03.2015 Ador House - Mumbai 1.30 pm

RELATED PARTY TRANSACTIONS

The particulars of contracts or arrangements are transactions at arms length basis with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15.

Sl. Particulars JB Advani Ador Welding No. & Co Ltd (in Rs.) (in Rs.)

1 Advance towards preferential warrants 25,71,938 -

2 Purchase of traded Goods - 65,49,551

3 Re-imbursment of Expenses - 1,60,122

4 Royalty Payment 22,257

5 Interest received on deposit - 8,400

6 Sale of Mfg/ traded goods - 36,046

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mrs. N. Malkani Nagpal, Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(5) of the Companies Act, 2013, your 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) the accounting policies are reasonable and applied them consistently and made judgments and estimates that are rational 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) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

(e) the Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively.

(f) the proper system is maintained to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

The Company's Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company's branch offices and fix their remuneration.

SECRETARIAL AUDIT REPORT

As per Section 204(1) of the Companies Act,2013 the Secretarial Audit Report Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 134 of the Companies Act, 2013 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by the, Customers, Suppliers, Group Companies Government Agencies, Banks, Employees and Shareholders and during the year.

For and on behalf of the Board

Mumbai DEEP A LALVANI 30th April,2015 Chairman

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the 66th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Sales and Other Income

Revenue 997 1164

Operating Profit / (loss) (124) (38)

Interest (8) (6)

Depreciation and amortisation (23) (20)

Profit/(loss) before tax (155) (64)

Provision tax 49 19

Profit/(loss) after tax (106) (45)

DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2014.

SHARE CAPITAL:

During the year 2013-14, the Authorised Share Capital of the Company was increased to Rs.5 crores with consequential changes in the Memorandum and Articles of Association of the Company.

SHARE WARRANTS:

During the year 2014, the Company has sought the approval of share holders for preferential issue of share warrants to the promoter. Since necessary approvals from statutory authorities was not received before the close of the year, the same was withdrawn.

OPERATIONS:

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to realign work systems to ensure sustenance, with thrust to strive ahead in the current financial years.

Your Company''s initiatives in the area of sustainability, vision and its growth path into the future, leveraging its corporate strategy of creating multiple drivers of growth is slowly bearing fruit. The order booking for the current year is encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, steep increase in taxes/duties, gestation costs relating to the new FMCG businesses and other investments. One of the sectors that has been affected in the past years is FMCG, which is the fourth largest sector in the Indian economy. Overall , the FMCG sector is witnessing a slowdown, depreciating rupee has escalated raw material prices and this, in turn, has led the FMCG companies to make their endeavor to balance both.

PERSONAL PRODUCTS DIVISION:

Your Company''s Personal Care Products business, continued to gain consumer franchise during the year aided by a slew of new products launches in the Hand Sanitizers, Hand Wash, Skin Care, Face Wash, etc. The business continues to leverage the umbrella brands, namely, "Bdel", "Apollo Pharmacy Company", "Äuchan"etc., segments and is focused on addressing various consumer benefits with the introduction of new variants. Buoyed by increasing consumer franchise for your Company''s brands, it is expected that the accelerated growth of the Brand businesses will be sustained in the years ahead. Your Company will continue to rapidly scale-up product partnerships, invest in manufacturing and distribution infrastructure to support larger scale in view of the growing demand for their products and maximize the benefits of clients synergy. Apart from expanding the Company''s existing in-house domain solution, capabilities, specific development continued to enhance and strengthen its nexus globally.

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global footprint. It has build contracts with international clients and that should bear fruit in the coming year.

TRADING DIVISION:

Your company faced a challenging year in trading of industrial products. The economic scenario, slowdown in infrastructure projects, stiff competition and liquidity crisis in the market has lead to a huge decline in turnover and profitability.

CONSERVATION OF ENERGY:

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUT GO:

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS:

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr. Aditya T Malkani Director of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re-appointment.

The Company had, pursuant to provisions of Clause 49 of the Listing Agreements, appoint Mr.Navroze S.Marshall as Independent Director of the Company.

As per Section 149(4) of the Companies Act, 2013 which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Director. Mr.Navroze.S.Marshall who was co-opted as an Additional Director of the Company by the Board with effect from 31st January 2014 and holds the office up to the date of the forthcoming Annual General Meeting, seek appointment as Independent Director.

DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134(5) of the Companies Act, 2013, your 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) the accounting policies are reasonable and applied them consistently and made judgments and estimates that are rational 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) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Accounts have been prepared on a going concern basis;

(e) the Company had laid down internal financial controls to be followed and that such internal financial controls are adequate and were operating effectively.

(f) the proper system is maintained to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS:

The Company''s Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company''s branch offices and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES:

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 134 of the Companies Act, 2013 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their co-operation and support extended by the, Customers, Suppliers, Group Companies, Government Agencies, Banks, Employees and Shareholders and look forward to their continued co-operation during the year.

For and on behalf of the Board

Mumbai DEEP A LALVANI

17th May,2014 Chairman

---

Mar 31, 2013

The Directors are pleased to present the 65th Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012

Revenue 1164 1139

Operating profit/(loss) (38) 22

Interest (6) (3)

Depreciation and amortization (20) (17)

Profit/(loss) before tax (64) 2

Provision tax 19 2

Profit/(loss) after tax (45) 4

DIVIDEND

The Directors do not recommend any dividend for the year ended 31st March, 2013.

OPERATIONS

In spite of best efforts, the performance of the Company in terms of revenue and profit had de-accelerated, both in personal care products and trading division. While in the short period, it may be difficult to have a quick turnaround, nonetheless efforts shall be made to realign work systems to ensure sustenance, with thrust to strive ahead in the current financial year.

Personal Products Division

The Company has strengthened its product development and customer base. In the year under review, it added three more customers to its product portfolio. Furthermore, development of new products such as healing cream, variants of body spray, hand sanitizers and hand wash (under own brand of Influence range) have been initiated. Unfortunately, slowdown in the export market coupled with adverse financial impact on the customers, have largely shrunk demand in comparison to earlier years.

Trading Division

Your company continues to hold a dominant share of trading in industrial products in South India. Economic scenario, stiff competition and liquidity crisis in the market have lead to huge decline in turnover and profitability.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. Inspite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the year, as the customers exported products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr.A T Maikani and Ms. Aruna B Advani Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible seek re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217(2A) of the Companies Act, 1956, your Directors'' confirm that:

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

STATUTORY AUDITORS

The Company''s Statutory Auditors M/s. Amarnath Kamath and Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorize the Board of Directors to appoint Branch Auditors for the current year to audit the accounts of the Company''s branch offices and fix their remuneration.

SECRETRIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by Group Companies, Customers, Suppliers, Government Agencies, Banks, Employees and Shareholders during the year.

On behalf of the Board

For Ador Multiproduct Limited

Mumbai DEEP A. LALVANI

26th April,2013 Chairman

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Mar 31, 2012

The Directors are pleased to present the 64th Annual Report and the performance of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs.in lacs)

Year ended Year ended

31.03.2012 31.03.2011

Sates and Other Income

(net Excise Duty) 1097.66 1100.33 Profit before Interest, Depreciation

and Tax 20.67 48.22

Less: Depreciation and Amortisation 14.88 15.10

Interest 3.71 0.93

Profit after Interest and Depreciation 2.08 32.19

less. Provision for Tax 0.39 11.10

Deferred Tax (1-53) (1.18)

Taxation of earlier years (0.39) (0.15)

Profit for the year 3.61 22.42

Balance of earlier year's 84.55 62.13

88.16 84.55

DIVIDEND

In view of the marginal profit, your Directors do not recommend any dividend for the year ended 31st March, 2012.

OPERATIONS

Personal Products Division

During the financial year under review, the Company entered in to agreements with two organizations - SPAR HYPERMARKET' and 'ANGLO FRECH DRUGS COMPANY - for manufacture of their branded personal care products.

The Company also developed certain new range of personal care products and test marketed the same, which has been well received in the market.

Further, the 'Influence' range of personal care products comprising body sprays, hand sanitizers, shampoos, body lotion, talcum powder and shower gel have received good response and initial orders are being received.

Trading Division

Having established itself as one of the largest distributors in South India, your Company is positioned for high growth market segments in other regions. The Company has been appointed as distributor of Grind well Norton Limited. This gives leverage in addition to other complimentary products of the welding industry.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Mr. H.P. Ledwani and Mr. R.A. Mirchandani - Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a. The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on a going concern basis.

AUDITORS

The Company's Auditors M/s. Amarnath Kamath and Associates, Chartered' Accountants, Bangalore, retire and are eligible for re-appointment. Further, the Members are also requested to authorise the Board of Directors to appoint branch auditors for the current year to audit the accounts of the Company's branch offices and fix their remuneration.

SECRETARIAL COMPLIANCE CERTIFICATE

As per Section 383A of the Companies Act, 1956 the Secretarial Compliance Certificate obtained from practicing Company Secretary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of j Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge the support extended by Group Companies, Customers, Suppliers, Government Agencies, Banks, Employees and Shareholders during the year.

For and on behalf of the Board

Bangalore DEEP A. LALVANI

27th April,2012 Chairman

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Mar 31, 2011

The Directors are pleased to present the 63rd Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. in lacs) Year ended Year ended 31.03.2011 31.03.2010

Sales and Other Income (net of Excise Duty) 1,100.33 1,247.38

Profit before Interest, Depreciation and Tax 48.22 75.96

Less: depreciation 15.10 13.51

Interest 0.93 2.24

Profit after Interest and Depreciation 32.19 60.21

Less: Provision for Current Tax 11.10 19.00

Deferred Tax (1.18) (0.95)

Taxation relates to earlier years (0.15) -

Net Profit for the year 22.42 42.16

Balance brought forward from previous year 62.13 48.28

84.55 90.44

Appropriations:

Proposed Dividend - 24.28

Tax on above dividend distribution - 4.03

Transfer to General Reserve - -

Balance carried Balance Sheet 84.55 62.13

84.55 90.44

DIVIDEND

As resources have to be conserved for deployment in the business, Directors do not recommend any dividend for the year 31st March, 2011.

SHARE CAPITAL

In December 2009, the Company had issued 2,79,717 warrants to the Promoter Group in pursuance of resolution passed at the Extraordinary General Meeting of the Company. These warrants have been duly converted into Equity Shares within the stipulated period of eighteen months from the date of allotment

OPERATIONS

Personal Products Division

During the financial year 2010-2011, the Company developed its own range of personal care products and test marketed the same. The Influence range of personal care products comprise body sprays, hand sanitizers, shampoo, body lotion, talcum powder and shower gel. The brand has received a good initial response and some initial orders have started coming in. The coming financial year brings with it a lot of promise in this niche segment. The company has also bagged exclusive marketing & distribution contracts with two leading Briitish firms to market their premium products in India. This fills the space of the premium mens grooming products category and the bath category. The initial response has been positive and the company aims to build creditability in this high growth segment.

Trading Division

Having established itself as one of the largest distributors in the South, your Company is now expected to further penetrate the market in high growth segments. The Company is also planning to expand its reach geographically in the Tamil Nadu region which should bring in additional revenue.

The past year has been tough year for the trading division, margins have been squeezed and customers loyalty has diminished. The company is rejuvenating the team and policies to ensure we gain new customers and improve margins.

EMPLOYEES

Motivated employees are an asset to the Company. The quality of manpower and productivity is being continuously monitored and enhanced through training and development.

CONSERVATION OF ENERGY

Energy consumption by the Company is not significant. In spite, continuous efforts are made to improve the methods and techniques of application.

RESEARCH AND DEVELOPMENT

The Company has plans to spend on Research and Development during the current year. The Company has already invested a little bit in R & D and further plans to build on this platform. Demand for natural and paraben free products will be focus for the R & D this year.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There were no foreign exchange earnings during the year, as the customers exported the products manufactured by the Company.

DIRECTORS

In accordance with the provisions of Article 49 of the Articles of Association of the Company, Ms. Aruna B. Advani and Mrs. N. Malkani Nagpal - Directors of the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible they seek re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a The applicable accounting standards have been followed.

b. The accounting policies are reasonable, prudent and are consistently followed to give a true and fair view of the state of affairs of the Company.

c. Proper and sufficient care has been taken for maintenance of adequate accounting records, for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

d. The annual accounts have been prepared on an ongoing concern basis.

AUDITORS

The Companys Auditors M/s. Amarnath Kamath & Associates, Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Members are also requested to authorise the Board of Directors inconsultation with Companys statutory auditiors to appoint Branch Auditors for the current year to audit the accounts of the Companys Branch Offices and fix their remuneration.

SECRETRIAL COMPLIANCE CERTIFICATE

As per Sec. 383A of the Companies Act, 1956 the Secretrial Compliance Certificate obtained from Practising Comany Secterary is annexed herewith.

PARTICULARS OF EMPLOYEES

No employee is drawing remuneration of more than Rs. 2,00,000/- (Rupees two lakhs only) per month, requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Particulars of Employees Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their appreciation for the excellent co-operation and support extended by the Customers, Suppliers, Government Agencies, Banks, Employees, Shareholders and look forward to their continued support.

For and on behalf of the Board

DEEP A LALVANI Chairman

Bangalore 30th April, 2011

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Mar 31, 2010

The Directors present the 62nd Annual Report of your Company and the Audited Statement of Accounts for the year ended 31st March, 2010 .

FINANCIAL RESULTS

( Rs. in lacs)

Year ended Year ended 31.03.2010 31.03.2009

Sales and Other Income

(net Excise Duty) 1247.38 1066.90

Profit before Interest,

Depreciation and Tax 75.96 69.85

Less : Depreciation 13.51 13.21

Interest 2.24 2.01

Profit after Interest and Depreciation 60.21 54.63

Less: Provision for Current Tax 19.00 19.00

Provision for Fringe Benefit Tax - 1.56

Deferred Tax (0.95) (3.37)

Net Profit for the year 42.16 37.42

Balance brought forward from

previous year 48.28 10.86

90.44 48.28

Appropriations:

Proposed Dividend 24.28 -

Tax 6n above dividend distribution 4.03 -

Transfer to General Reserve

Balance carried Balance Sheet 62.13 48.28

90.44 48.28

DIVIDEND

The Directors are pleased to recommend a dividend of rupee one per share for the year ended 31st March, 2010. (Previous year - NIL).

SHARE CAPITAL

In December, 2009 the Company issued 2,79,717 convertible equity warrants to the Promoter Group. 93,239 Warrants were converted into equal number of equity shares of Rs. 10/- each on 30th March, 2010 and the premium of Rs. 6/- per share has been credited to Share Premium account. Consequently the paid up share capital has increased Rs. 2,42,77,000/- comprising of 24,27,700 equity shares of Rs. 10/- each.

OPERATIONS

1 Personal Products Division

The increasing interest in International brands in the Indian market has opened opportunities for manufacturing and marketing. Prospects with local players, retailers and international brands therefore, look bright. Your company has started marketing its own brand of bath products under the name Influence. This brand is currently being test marketing in the hospitality industry and certain niche retail segments.

Your company has also shown considerable growth in the alcohol based product segment and is expected further grow in the current year.

Increase in capacities will also meet the growing demands in the shampoo and lotion segments.

Pondicher/y unit is able to meet the demand requirement as well as certain export market.

TRADING DIVISION

Having established itself as one of the largest distributors in the South, your Company is now expected to further penetrate the market in high growth segments. The Company is also planning to expand its reach geographically in the Tamil Nadu region which should bring in additional revenue.

CONSERVATION OF ENERGY

Optimum use of energy through continuous improving methodology has been adhered to. However, the consumption of energy by the Company is non-significant.

RESEARCH AND DEVELOPMENT

The Company has plans to spend on Research and Development during the current year.

FOREIGN EXCHANGE EARNINGS AND OUT GO

There was no Foreign Exchange earnings during the year since the Customers exported the products manufactured by the Company in their names.

DIRECTORS

In accordance with the provisions of the Article 49 of the Articles of Association of the Company, Mr. Aditya T. Malkani, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT: -

As required by Section 217(2AA) of the Companies Act, 1956, your Directors confirm that: -

a. In the preparation of the annual accounts, the applicable accounting standards have been followed;

b. 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 of the company for that year;

c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts on a going concern basis.

AUDITORS

The C ipanys Auditors M/s. Amarnath Kamath & Associates., Chartered Accountants, Bangalore, retire and are eligible for re-appointment. Members are also requested to authorise the Board of Directors to appoint Branch Auditors for the current year to audit the accounts of the Companys Branch Offices and fix their remuneration.

PARTICULARS OF EMPLOYEES

No employee is drawing the remuneration of more than Rs. 2 lacs per month requiring disclosure under section 217(2A) of the Companies Act, 1956 (Particulars of Employees) Rules, 1975.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge and place on record their appreciation for the excellent co-operation and support extended by the Customers, Suppliers, Group companies, Government Agencies, Banks, Employees of the Company and Shareholders and look forward to their continued support.

For and on behalf of the Board

Bangalore DEEP A LALVANI 29thApril,2010 Chairman