Directors Report of Vandan Foods Ltd.

Mar 31, 2025

The Board of Directors are pleased to present its Tenth Annual Report on the operations of VANDAN
FOODS LIMITED ("the Company") and the Standalone Audited Financial Statements for the Financial
Year ended March 31, 2025.

FINANCIAL HIGHLIGHTS:

The summarized Financial Performance/highlights of the Company for the year ended on March 31, 2025 is
as under:

(Rs. in lakh)

PARTICULARS	STANDALONE-	STANDALONE-
	FINANCIAL	FINANCIAL
	STATEMENTS-YEAR	STATEMENTS-YEAR
	ENDED	ENDED
	MARCH 31, 2025	MARCH 31, 2024
Revenue from Operations	10819.77	4873.04
Other Income	--	--
Total Income	10819.77	4873.04
Expenses:
- Cost of Material Consumed	9918.99	3557.40
- Purchase of Stock-in Trade	1214.45	591.50
-
- Changes in Inventories	-1800.54	23.59
- Employee benefits Expenses	80.99	41.96
- Finance Costs	91.30	--
- Depreciation and Amortization Expenses	19.51	11.02
- Other Expenses	358.35	293.02
Total Expenses	9883.05	4518.49
Profit / (Loss) before exceptional and extra-	936.72	354.55
ordinary Items and tax
Prior Period Items	0.00	25.86
Profit / (Loss) after Extra Ordinary Items and	936.72	328.69
before tax
Tax Expense:
A) Current Income Tax	246.68	89.88
B) Deferred Tax (Assets)/Liabilities	-0.66	-7.10
Profit / (Loss) After Tax	690.70	245.91

STATE OF COMPANY''S AFFAIRS AND OPERATIONS:

Our Company was originally incorporated as "Vandan Foods Private Limited" as a private limited
company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated
December 15, 2015, issued by Assistant Registrar of Companies, Gujarat. Thereafter, our Company was
converted from a private limited company to public limited company pursuant to special resolution passed
in the Extra-Ordinary General Meeting of the company dated September 11, 2023 and consequently, the
name of our Company was changed from "Vandan Foods Private Limited" to "Vandan Foods Limited"
and a fresh certificate of incorporation dated September 18, 2023 was issued to our Company by the
Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is
U10402GJ2015PLC085394.

Initial Public Offer (IPO) and Listing at BSE Limited ("BSE"):

During the year 2024-25, the Company made an Initial Public Offer (IPO) for 26,40,000 Equity shares of Rs.
10/- each at an issue price of Rs. 115/- having an issue size of Rs. 3,036.00 lakh. With your valuable support
and confidence in the Company and its management, the IPO was subscribed and the Equity shares of the
Company were successfully listed on BSE SME platform on July 7, 2025.

DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your Directors do not
recommend any dividend for the Financial Year 2024-25.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the
reserves. The profit earned during the year has been carried to the balance sheet of the Company as part
of the Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on "State of Company''s Affairs and Operations" and the
Company continues to be in the same line of business as stated in main objects of the existing Memorandum
of Association.

CHANGE IN CAPITAL STRUCTURE:

During the year under review, the following changes have been taken place in the Paid-up Share Capital
of your Company:

During the financial year 2024-25, the Company initiated the process of an Initial Public Offering (IPO) of
up to 26,50,000 Equity Shares of ?10/- each. The proposed issue was duly authorized by the Board of
Directors at its meeting held on October 22, 2024, and was subsequently approved by the Shareholders of
the Company through a Special Resolution passed pursuant to Section 62(1)(c) of the Companies Act, 2013,
at the Extra-Ordinary General Meeting held on October 23, 2024. Upon obtaining all requisite regulatory

approvals, the IPO was successfully completed with the allotment of 26,40,400 Equity Shares of ?10/- each
at an issue price of ?115/- per share, aggregating to an issue size of ?3,036.00 lakh, on July 3, 2025. The

issue received an overwhelming response from investors and was fully subscribed. Consequent to the
successful completion of the IPO, the Equity Shares of the Company were listed on the BSE SME Platform
on July 07, 2025..

During the year under review, on July 4, 2024, the Board allotted 2872400 equity shares as bonus shares.

At the end of financial year 2024-25, Paid Up Share Capital was Rs. 5,74,48,000 comprised of 57,44,800
equity shares of Rs. 10/- each.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM
PUBIC ISSUE:

The Company got listed on BSE SME platform on July 7, 2025, and till date of Board''s Report Company
has utilized funds in the objects as stated in offer document and there were no deviations or variations in
utilization of funds raised from the public.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION
AND PROTECTION FUND:

During the year under 2024-25, the Company was not required to transfer the equity shares/unclaimed
dividend to Investor Education and Protection Fund (IEPF) pursuant to provisions of Section 124 and 125 of
the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

• Board of Directors and KMPs:

The Board of Directors of the Company consists of:

1. Mr. Rakeshkumar Rameshbhai Patel - Chairman & Non-Executive Director

2. Mr. Jitendra Rameshbhai Patel - Managing Director

3. Mr. Kalpeshkumar Bhagavandas Thakkar - Executive Director

4. Mr. Manish Shrichand Bachani - Independent Director

5. Ms. Simoli Kalpesh Raval - Independent Director

6. Ms. Aayushi Naresh Bhatia - Company Secretary & Compliance Officer

7. Mr. Vishvajitsinh Dipsinhbhai Kashela - Chief Financial Officer

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience,
expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5)(iiia)
of the Companies (Accounts) Rules, 2014.

• Appointment/ Cessation of Directors/KMPs:

During the year 2024-25, following changes took place in the board composition as under:

Name of Director / KMP	Date of Event	Nature of Event	Reasons for changes
Rakeshkumar Rameshbhai Patel	July 3, 2024	Change in Designation (Re gularization)	Pursuant to approval of members in the Extra¬ Ordinary General Meeting held on July 3, 2024, he was regularized and appointed as Chairman cum Non-Executive Director with effect from July 3, 2024.
Jitendra Rameshbhai Patel	July 3, 2024	Change in Designation	Pursuant to the approval of members in the Extra Ordinary General Meeting held July 3, 2024, he was appointed as a Managing Director for a period of 5 (five) years with effect from February 1, 2024.
Simoli Kalpeshbhai Raval	July 3, 2024	Change in Designation (Re gularization)	Pursuant to approval of members in the Extra Ordinary General meeting held on July 03, 2024, her designation was from Additional Director to Independent Director for a period of 5 years with effect from July 03, 2024.
Simoli Kalpeshbhai Raval	July 1, 2024	Appointment	Pursuant to approval of Board of Directors in their meeting held on July 1, 2024, she was appointed as an Additional Director (Non- Executive Independent) with effect from July 1, 2024.

MEETINGS OF THE BOARD OF DIRECTORS:

During the financial year 2024-25, Twenty Three Board meetings were held. The intervening gap between
two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings
during the year are as under:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Mr. Rakeshkumar Rameshbhai Patel	Chairman & Non-Executive Director	23	23
Mr. Jitendra Rameshbhai Patel	Managing Director	23	23
Mr. Kalpeshkumar Bhagavandas Thakkar	Executive Director	23	23
Mr. Manish Shrichand Bachani	Independent Director	23	23
Ms. Simoli Kalpesh Raval1	Independent Director	18	18

None of the Directors of the Company are related to each other as per section 2(77) of the Companies Act,
2013, except Mr. Rakeshkumar Rameshbhai Patel who is brother of Mr. Jitendrabhai Rameshbhai Patel.

COMMITTEES OF THE BOARD OF DIRECTORS:

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Company has constituted the Audit Committee vide resolution passed in the meeting of Board of
Directors held on July 1, 2024 as per the applicable provisions of the Section 177 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit
Committee comprises following members.

Sr. No.	Name of Members	Category	Designation
1.	Simoli Kalpeshbhai Raval	Independent Director	Chairman
2.	Manish Shrichand Bachani	Independent Director	Member
3.	Jitendra Rameshbhai Patel	Managing Director	Member

The Company Secretary of our Company shall act as a Secretary of the Audit Committee. The Chairman
of the Audit Committee shall attend the Annual General Meeting of our Company to furnish clarifications
to the shareholders in any matter relating to financial statements. The scope and function of the Audit
Committee and its terms of reference shall include the following:

(i) Terms of reference of the Audit Committee is as under:

The scope of audit committee shall include, but shall not be restricted to, the following:

1. The recommendation for the appointment, re-appointment and, if required, the replacement or
removal of the auditor, their remuneration and fixation of terms of appointment of the Auditors
of the Company;

2. Review and monitor the auditors'' independence and performance, and effectiveness of audit
process;

3. Examination of financial statement and auditors'' report thereon including interim financial result
before submission to the Board of Directors for approval;

a) Matters required to be included in the director''s responsibility statement to be included in the
Board''s Report in

b) terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013

c) Changes, if any, in accounting policies and practices and reasons for the same

d) Major accounting entries involving estimates based on the exercise of judgment by
management

e) Significant adjustments made in the financial statements arising out of audit findings

f) Compliance with listing and other legal requirements relating to financial statements

g) Disclosure of any related party transactions

h) Qualifications in the draft audit report.

4. Approval or any subsequent modification of transactions of the Company with related party;

Provided that the Audit Committee may make omnibus approval for related party transactions
proposed to be entered into by the company subject to such conditions as may be prescribed under
the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

Provided further that in case of transaction, other than transactions referred to in section 188 of
Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where
Audit Committee does not approve the transaction, it shall make its recommendations to the
Board;

Provided also that in case any transaction involving any amount not exceeding one crore rupees
is entered into by a director or officer of the company without obtaining the approval of the Audit
Committee and it is not ratified by the Audit Committee within three months from the date of the
transaction, such transaction shall be voidable at the option of the Audit Committee;

5. Reviewing, with the management, and monitoring the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds
utilized for purposes other than those stated in the offer document/ prospectus/notice and the
report submitted by the monitoring agency monitoring the utilization of proceeds of a public or

rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

6. Scrutiny of Inter-corporate loans and investments;

7. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation, etc. on the listed entity and its shareholders;

8. Reviewing and discussing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control systems of a
material nature and reporting the matter to the board;

9. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

10. Valuation of undertakings or assets of the company, where ever it is necessary;

11. Evaluation of internal financial controls and risk management systems and reviewing, with the
management, performance of statutory & internal auditors, and adequacy of the internal control
systems;

12. Reviewing the adequacy of internal audit function, if any including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit and discussion with internal auditors of any significant
findings and follow up there on;

13. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post audit discussion to ascertain any area of concern;

14. Approval of payment to statutory auditors for any other services rendered by the statutory
auditors;

15. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

16. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications,
experience & background, etc. of the candidate; and

17. Carrying out any other function as assigned by the Board of Directors & other matters as may be
required by any statutory, contractual or other regulatory requirements to be attended to by such
committee from time to time.

18. Review of Information

a) Management discussion and analysis of financial condition and results of operations;

b) Management letters / letters of internal control weaknesses issued by the statutory auditors;

c) Internal audit reports relating to internal control weaknesses; and

d) The appointment, removal and terms of remuneration of the Internal Auditor.

19. Powers of Committee

a) To investigate any activity within its terms of reference;

b) To seek information from any employees;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

(ii) Meetings:

During the year 2024-25, Five meetings of the Committee were held.

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board
and its Powers) Rules, 2014 (as amended) vide board resolution dated July 1, 2024. The Nomination and
Remuneration Committee comprises the following members:

Sr. No.	Name of Members	Category	Designation
1.	Manish Shrichand Bachani	Independent Director	Chairman
2.	Simoli Kalpeshbhai Raval	Independent Director	Member
3.	Rakeshkumar Rameshbhai Patel	Non-Executive Director	Member

The Company Secretary of our Company shall act as a Secretary to the Nomination and Remuneration

Committee. The scope and function of the Committee and its terms of reference shall include the following:

(i) Terms of reference of the Nomination and Remuneration Committee is as under:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director.
The person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of
directors;

4. To ensure that the relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and

5. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board of Directors
their appointment and removal and shall carry out evaluation of every director''s performance;

6. recommend to the board, all remuneration, in whatever form, payable to senior management;

7. Such other matters as may be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee from time to time.

(ii) Meetings:

During the year 2024-25, Two meetings of the Committee were held.

(iii) Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the recommendation of Nomination and

Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said
policy is available on the website of the Company at https:// vandanfoods.in/wp-
content/uploads/2025/02/11.-Nomination-and-Remuneration-Policy.pdf

Salient features of the policy dealing with nomination and remuneration are, as under:

Objective:

The objective of this Policy is to guide the Board of Directors of the Company on:

a. Appointment and removal of Directors, Key Managerial Personnel and employees in Senior
Management;

b. Remuneration payable to the Directors, Key Managerial Personnel and employees in Senior
Management;

c. Board Diversity;

d. Succession plan for Directors, Key Managerial Personnel and employees in Senior Management;

e. Evaluation of individual Directors, Chairperson of the Board, the Board as a whole and the
Committees of the Board

Roles & Responsibilities:

The Committee shall perform such roles as specified in its Terms of reference, as aforesaid.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the
Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings
of Board and its Powers) Rules, 2014 (as amended) vide board resolution dated July 01, 2024.

The constituted Stakeholders Relationship Committee comprises the following members:

Sr. No.	Name of Members	Category	Designation
1.	Rakeshkumar Rameshbhai Patel	Non-Executive Director	Chairman
2.	Simoli Kalpeshbhai Raval	Independent Director	Member
3.	Kalpeshkumar Bhagavandas Thakkar	Executive Director	Member

The Company Secretary of our Company shall act as a Secretary to the Stakeholders Relationship Committee.

(i) Terms of reference of the Stakeholders Relationship Committee is as under:

The scope and function of the Stakeholders Relationship Committee and its terms of reference shall include

the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company.

5. Such other matters as may be required by any statutory, contractual or other regulatory requirements
to be attended to by such committee from time to time.

(ii) Meetings:

During the year 2024-25, One meeting of the Committee were held.

DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account/unclaimed suspense account and
therefore, disclosure relating to the same is not applicable.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE
BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT,
2013:

The requirement of performance evaluation of the Board in terms of the provisions of Section 134(3)(p) of
the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, was not applicable
to the Company during the period under review.

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

The information on conservation of energy technology absorption and foreign exchange earnings and
outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of The Companies
(Accounts) Rules, 2014, is attached to this Report as "Annexure A".

PARTICULAR OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act, 2013 read with Rule 5 of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company is attached as "Annexure B" to this report.

During the year under review, there was no employee whose remuneration was in excess of the limits
prescribed under Rules 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2025, the Company did not have any subsidiary, joint venture or associate.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the

Company does not fall under the criteria limits mentioned in the said section of the Act.

AUDITORS:

Statutory Auditors:

M/s. Piyush Kothari & Associates, Chartered Accountants are the Statutory Auditors of the Company for
a period of five years from the financial year 2023-24 to financial year 2027-28 i.e. till the conclusion of the
annual general meeting of the Company to be held in the year 2028.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory and therefore
do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the
Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were
no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their
Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instances of fraud under Section 143(12)
of the Act, committed against the Company by its officers or employees, to the Audit Committee or the
Board, the details of which would be required to be mentioned in the Directors'' Report.

COST AUDITOR:

M/s. Mayur Chhaganbhai Undhad & Co., Cost Accountants (Membership No. 37444), have been appointed
by the Board to conduct the audit of the cost records of the Company''s manufacturing division under the
Companies (Cost Records and Audit) Rules, 2014 for FY 2025-26.

INTERNAL AUDITOR:

M/s Sarang Shivajirao Chavan and Associates, Chartered Accountants (FRN: 159649W) have been
appointed by the as Internal Auditor of the Company as per FY 2025-26.

MATERIAL ORDER PASSED BY REGULATORS/COURTS/TRIBUNALS:

There was no material order passed by Regulators/Courts/Tribunals during the year under review
impacting the going concern status and company''s operations in future.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the
Companies Act 2013 and rules there under.

CORPORATE GOVERNANCE:

The Company adheres to the best Corporate Governance practices and always works in the best interest of
its stakeholders. The Company has incorporated the appropriate standards for corporate governance.
Further, the Company is listed on SME Platform of BSE and as such pursuant to Regulation 15(2) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Regulations 17 to 27 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the
Company

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

The particulars of loans, guarantees or investments, if any, made during the Financial Year 2024-25, are
disclosed in the notes attached to and forming part of the Financial Statements of the Company, prepared
for the financial year ended March 31, 2025.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by
them, your Directors make the following statements in terms of Clause (c) of Sub-Section (3) of Section 134
of the Companies Act, 2013, which states:

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 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 as at the end of the financial year and of the profit /loss of the Company for
that period;

c) the Directors 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) the Directors had prepared the Annual Accounts on a going concern basis;

e) the Directors 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) 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.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place proper system of internal financial control which is commensurate with size
and nature of business. The Company has an Audit Committee headed by the Independent Director, inter-
alia, to oversee company''s financial reporting process, disclosure of financial information, and reviewing
the performance of statutory and internal auditors with management.

CONFIRMATIONS

a. During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India, New Delhi.

b. The Company is in compliance with the Maternity Benefits Act, 1961.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2024-25 were at arm''s
length basis and in the ordinary course of business. Further, details of material related party transactions
as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the
Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of this
report as "Annexure D".

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with
rules made there under, as amended from time to time, the Annual Return in Form MGT-7 is available on
the website of the Company in the Annual Return section at https://vandanfoods.in/investor/

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) Report is included in this Report as
"Annexure E".

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on "Prevention of Sexual Harassment", through which the Company
addresses complaints of sexual harassment at the all workplaces. The Company has complied with the
provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there
were no incidences/complaint reported under said Act.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key
business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Directors
of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a whistle blower policy/ Vigil mechanism in compliance with the provision
of Section 177(10) of the Companies Act, 2013 for the genuine concerns expressed by the employees and
Directors about the unethical behaviour, actual or suspected fraud or violation of the Company''s Code of
Conduct. The Company provides adequate safeguards against victimization of employees and Directors
who express their concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of employees and the Company. The Board has
approved the policy for vigil mechanism which is available on the website of the Company at

https://vandanfoods.in/wp-content/uploads/2025/02/10.-Whistle-Blower-Policy.pdf

PROCEEDINGS INITIATED/ PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated/pending against the Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the Business of the Company.

Details of Penalties / Adjudication

During the year under review, one of the Directors of the Company, Mr. Rakeshkumar Rameshbhai Patel,
was appointed by the Board of Directors in their meeting held on April 15, 2023. His DIN was subsequently
approved on April 29, 2023.

Owing to the delay in filing, the Company suo moto initiated compounding and adjudication proceedings
under Section 117 of the Companies Act, 2013, and filed an application vide SRN: N00959924 dated
October 08, 2024. The Registrar of Companies, Gujarat, vide order dated November 14, 2024, imposed a
penalty of ?6,83,200/- on the Company and the officer in default.

The Company, vide its letter dated December 06, 2024, accepted the order and agreed to pay the penalty
of ?6,83,200/- towards the said adjudication.

During the year, the Company suo-moto reported a delay in filing of a resolution relating to alteration of
its Memorandum of Association, originally passed in September 2018. The Registrar of Companies,
Gujarat, levied an aggregate penalty of ?4.38 lakh on the Company and certain officers for the said delay.
The Company has accepted the order and duly paid the penalty. The Board assures shareholders that the
non-compliance was inadvertent and corrective steps have been taken to further strengthen compliance
systems to ensure timely filings in future.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their
faith, trust and confidence reposed in the Company and express appreciation to the Workers, Executive
Staff and Team Members at all levels.

Date: August 29, 2025 For and on behalf of Board of Directors

VANDAN FOODS LIMITED

Place: Ahmedabad

Sd/- Sd/-

Registered office: -------------------------------------------------------------------------

503/B, Wall Street-1, Opp. Jitendra Patel Kalpeshkumar Thakkar

Orient Club, Nr. Rly. Crossing, ^Managⁱⁿg Erector ^Executive Erector

Ellisbridge, Ahmedabad, ^(DIN: °⁸²Â°^{5811) (DIN:} °^7825212)

Ahmadabad City,

Gujarat - 380006

1

Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof
Mr. Rakeshkumar Rameshbhai Patel (DIN 10141844) retires by rotation at the ensuing and being
eligible, offers himself for re-appointment. The Board recommends the re-aforesaid appointment.

• Declaration by the independent directors:

The Company has received declarations from the Independent Directors of the Company that they meet
with the criteria of independence as prescribed under Sub- section (6) of Section 149 of the Companies
Act, 2013 in compliance of Rule 6(1) and (3) of Companies (Appointment and Qualifications of
Directors) Rules, 2014 as amended from time to time and there has been no change in the circumstances
which may affect their status as independent director during the year and they have complied with the
code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

• Disclosure by directors:

The Directors on the Board have submitted requisite disclosure under Section 184(1) of the Companies
Act, 2013, declaration of non-disqualification under Section 164(2) of the Companies Act, 2013 and
Declaration as to compliance with the Code of Conduct of the Company. Further, a certificate of non¬
disqualification Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 issued by M/ s B.S. Vyas & Associates
Practising Company Secretary, Ahmedabad is annexed at "Annexure C".