The Directors present their report on the financial performance, business and operations of the Company for the year ended
March 31,2025.

1. FINANCIAL RESULTS

The highlights of the financial performance for the year gone by and its comparison with previous year are given below:

2. RESULTS OF OPERATIONS

As per the Standalone Financials the turnover of the
Company is ' 938.29 Crores for the Financial year ended
on March 31,2025 as compared to ' 957.50 Crores for the
Financial year ended on March 31, 2024. The Company
made a profit before tax of ' 52.17 Crores during the
Financial year ended March 31, 2025 against the profit
before tax of ' 64.21 Crores during the Financial year
ended on March 31,2024.

As per the Consolidated Financials for Financial year
ended on March 31,2025 the turnover of the Company is
' 957.44 Crores as compared to ' 980.31 Crores for the
Financial year ended on March 31, 2024. The Company
made a profit before tax of ' 49.78 Crores during the
Financial year ended March 31, 2025 against the profit
before tax of ' 64.40 Crores during the Financial year
ended on March 31,2024.

The Company’s exports during the year was ' 376.31 Crores
(' 345.27 Crores) and domestic sale was ' 596.61 Crores
(' 652.05 Crores). This translates into a ratio of 38.68%
and 61.32% (34.62% and 63.94% during the Financial year
ended on March 31,2024.) between exports and domestic
sales.

3. DIVIDEND

Your Directors are pleased to recommend a Dividend of
' 0.30/- per equity share of face value of ' 1/- each (30%)
for the financial year ended March 31, 2025 as against
' 0.30 per equity share of face value of ' 1/- each (30%) for
the previous financial year ended March 31,2024.

The Dividend, subject to the approval of the Members
at the 53^rd Annual General Meeting to be held on
September 23, 2025 will be paid on or after (7^th Day after
AGM) October 1, 2025 to those Members whose names
appear in the Register of Members of the Company.

The Dividend recommendation is in accordance with the
Dividend Distribution Policy ("the Policy") of the Company.

4. EMPLOYEE STOCK OPTION SCHEME

Pursuant to the approval of the Members at the 49^th
Annual General Meeting held on Wednesday,
September 29, 2021, the Board of directors of the Company
approved the 'Foods and Inns Employee Stock Option
Plan 2021’ ("ESOP 2021"/ "Plan") as per the Regulations
of Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014. Further, the scheme
was aligned by Nomination and Remuneration committee
as per Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SEBI SBEB & SE Regulations). The alignment in the
plan is to comply with the provisions of the Regulations of
SEBI SBEB & SE Regulations, 2021 and does not require
shareholders resolution as per Regulation 7(2) of SEBI
SBEB & SE Regulations, 2021.

During the Financial year 2021-22, the Nomination and
Remuneration Committee of the Board in their meeting
held on February 3, 2022 granted 14,66,760 stock options
(1^st Tranche) to the eligible Employees as per the ESOP
2021 of the Company at an exercise price of ' 54 per share.
The options granted under the Plan shall be exercised not
earlier than minimum period of 1 (one) year and not later
than maximum period of 4 (four) years from the date of
vesting.

During the Financial year 2023-24, the Nomination and
Remuneration Committee of the Board in their meeting
held on August 7, 2023 granted 1,73,000 stock options (2^nd
Tranche) to the eligible Employees as per the ESOP 2021
of the Company at an exercise price of ' 81 per share.
The options granted under the Plan shall be exercised not
earlier than minimum period of 1 (one) year and not later
than maximum period of 4 (four) years from the date of
vesting.

During the FY 2024-25 under review -

The Company has allotted ESOP shares under 1^st tranche
as follows:

i) 2,30,260 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of ' 54 per share which is amounting
to ' 1,24,34,040/- on April 5, 2024.

ii) 2,96,090 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of ' 54 per share which is amounting
to ' 1,59,88,860/- on February 13, 2025.

The Company has allotted ESOP shares under 2^nd tranche
as follows:

i) 1,24,612 Equity Shares under "ESOP 2021"/ "Plan" at
an exercise price of ' 81 per share which is amounting
to ' 1,00,93,572/- on September 5, 2024.

Applicable disclosures relating to Employees Stock
Options as at March 31, 2023, pursuant to SEBI (Share
Based Employee Benefits) Regulations, 2014, as amended
from time to time, the details are placed on the website of
the Company at https://www.foodsandinns.com/Investor/
Investor/ESOP/ESOP for financial year ended March 31,
2022.pdf. The ESOP-2021 Scheme of the Company is in
compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 (SEBI SBEB &
SE Regulations).

Secretarial Auditors’ certificate to the effect that the ESOP
- 2021 Scheme of the Company has been implemented
in accordance with the SEBI Guidelines and as per the
resolution passed by the members of the Company has
been obtained by the Company.

5. TRANSFER TO RESERVES

The Company has not transferred any amounts to General
Reserve during the year.

6. FIXED DEPOSITS

The Board of directors of the Company in their meeting
dated August 8, 2022 has approved the fixed deposit
scheme for acceptance of Fixed Deposits from public
and shareholders of the Company, and approval of
the members taken by the Company within the limits
prescribed in the Companies Act, 2013 and Companies
(Acceptance of Deposits) Rule, 2014 and the overall
borrowing limits of the Company, as approved by the
Members, from time to time. However no fixed deposits
were accepted from public and shareholders during the
year.

7. MATERIAL CHANGESAND COMMITMENTSAFFECTING
FINANCIAL POSITION DURING THE FINANCIAL YEAR
AND BETWEEN END OFTHE FINANCIALYEAR AND DATE
OF REPORT

There are material changes and commitments affecting
the financial position of the Company which have occurred
during the Financial year 2024-25 and after March 31,
2025 till date of this report are as under:

During the Financial Year 2024-25:

i) The Company has issued and allotted 15,03,760
Equity shares upon Conversion of Warrants on a
preferential basis having face value ' 1 at a price of
' 95 per equity Share on April 1,2024.

ii) The Company has allotted 2,30,260 Equity Shares
under 1^st Tranche of "ESOP 2021"/ "Plan" at an
exercise price of ' 54 per share which is amounting
to ' 1,24,34,040/- on April 5, 2024.

iii) The Company has issued and allotted 6,01,550
Equity shares upon Conversion of Warrants on a
preferential basis having face value ' 1 at a price of
' 95 per equity Share on May 13, 2024.

iv) The Company has issued and allotted 1,38,94,699
Equity shares upon Conversion of Warrants on a
preferential basis having face value ' 1 at a price of
' 95 per equity Share on June 18, 2024.

v) As per SEBI Order dated July 4, 2024 Mr. Raymond
Simkins (Acquirer 1) and Mr. Milan Dalal (Acquirer 2)
along with Borgos Multitrade LLP (PAC) has given
Open Offer to the shareholders of the Company and
Mr. Raymond Simkins re-classified from Public to
Promoter Shareholder of the Company.

vi) The Company has allotted 1,24,612 Equity Shares
under 2^nd tranche of "ESOP 2021"/ "Plan" at an
exercise price of ' 81 per share which is amounting
to ' 1,00,93,572/- on September 5, 2024.

vii) The Company has allotted 2,96,090 Equity Shares
under 1^st Tranche of "ESOP 2021"/ "Plan" at an
exercise price of ' 54 per share which is amounting
to ' 1,59,88,860/- on April 5, 2024.

Subsequent to the conclusion of the Financial Year 2024¬
25 and the date of this Report, no material events have
occurred under review.

8. CORPORATE SOCIAL RESPONSIBILITY

The Company has always considered Corporate Social
Responsibility (CSR) as a voluntary activity and a part of its
long term vision of creating value for all its stakeholders.
Our Company believes that giving back to society is not
a mandate but something which is integral to its beliefs.
Accordingly, CSR is an integral part of the Company’s
business and is even promoted at the Board level.

The Company has contributed towards promoting sports,
health-care and education.

Further details on the prescribed CSR spend under
section 135 of the Companies Act, 2013 and the amount
committed and distributed during the year under review
are provided in the Annual Report on CSR activities
annexed as Annexure-1 to this report.

9. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND
OUTGO.

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings
and outgo, as required to be disclosed under the Act, is
annexed as Annexure-2 to this report.

10. SUBSIDIARY AND ASSOCIATE COMPANIES

Statement containing the salient features of the financial
statements of subsidiaries in the prescribed Form AOC-1
is annexed as Annexure-3.

11. CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Companies Act, 2013 and SEBI
(Listing Obligation and Disclosure Requirements)
Regulations, 2015 (the listing Regulations), consolidated
financial statements of the Company and its subsidiary
has been prepared for the year under report. The Audited
Consolidated financial statements along with the auditors’
report thereon forms part of this Annual report.

12. CORPORATE GOVERNANCE

Corporate Governance is about maximizing shareholders
value legally, ethically and sustainably. We believe
sound corporate governance is critical to enhance and
retain investor trust. Our Board exercises its fiduciary
responsibilities in the widest sense of term. Our Corporate
governance report forms part of this Annual report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

All Independent Directors have given declarations that
they meet the criteria of Independence as laid down
under Section 149 (7) of the Companies Act, 2013 and
SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

In accordance with the provisions of the Act, Mr. Bhupendra
Dalal retires by rotation and is eligible for re-appointment.

Further, the details of Directors include remuneration,
independence, performance, Committees and Directors
meeting, are given in the Corporate Governance Report,
which is integral part of this Annual and Board’s Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013,
the board of directors, to the best of their knowledge and
ability, confirm that;

• In the preparation of the Annual Accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures.

• we have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company at the end of financial year ended March
31, 2025 and of the profit of the Company for that
year.

• we have taken proper and sufficient care for the
maintenance of adequate accounting records
in accordance with the provisions of this Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities.

• we have prepared the Annual Accounts on a going
concern basis.

• we have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and operating effectively.

• we have devised proper system to ensure compliance
with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

15. INSURANCE

The assets of the Company are adequately insured against
the loss of fire and other risks which are considered
necessary by the management.

16. BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, board committees and
individual directors pursuant to the provisions of the Act
and the corporate governance requirement as prescribed
by Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulation,
2015.

The Board and Nomination and Remuneration Committee
reviewed the performance of the individual directors on
the basis of the criteria such as the contribution of the
individual director to the Board and committee meeting
like preparedness on the issue to be discussed, meaningful
and constructive contribution and inputs in meetings.

The performance of the committees was evaluated by the
Board after seeking inputs from the committee members
on the basis of the criteria such as the composition of
committees, effectiveness of committee meetings, etc.

In a separate meeting of Independent Directors,
performance of non-Independent directors, performance
of the Board as a whole and performance of the Chairman
was evaluated, taking into account the views of directors.

17. NUMBER OF MEETINGS OF THE BOARD

The Board has met Six times during the financial year, the
details of which are given in the Corporate Governance
report.

18. INDEPENDENT DIRECTORS MEETING

The Independent Directors met once during the year under
review, without the attendance of the Non - Independent
Directors and members of the Management. The
Independent Directors reviewed the performance of the
Non-Independent directors and the Board as a whole and
the performance of the Chairman of the Company, taking
into account the views of the Directors and assessed the
quality, quantity and timeline of the flow of information
between the Company Management and the Board which
is necessary for the Board to effectively and reasonably
perform their duties.

19. COMMITTEES OF THE BOARD

Currently, the Board has Eight Committees, the audit
committee, the nomination and remuneration committee,
the stakeholder’s relationship committee, the corporate

social responsibility committee and the risk management
committee, Executive Committee, Finance & Investment
Committee and Environmental Social & Governance
Committee.

The Board of Directors, in its meeting held on August 12,
2024, approved the dissolution of the Security Allotment
Committee upon successful completion of the process for
conversion of warrants into equity shares.

A detailed note on the composition of the Board and its
committees is provided in the Corporate Governance
report section of this Annual Report.

20. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company’s policy on director’s appointment and
remuneration and other matters provided in Section 178(3)
of the Act has been disclosed in the Corporate Governance
Report, which forms part of the Director’s Report.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act,
2013 are given in the notes to Financial Statements.

22. RELATED PARTY TRANSACTIONS

There are no materially significant related party
transactions made by the Company during the year. Related
Party Transactions Policy is posted on the website of the
company and is available at https://www.foodsandinns.
com/pdf/policies/related-party-transaction-policy.pdf.
The details of all the transactions with the related parties
are disclosed in the Notes forming part of financial
statements annexed to the financial statements for the
year 2024-25 and prescribed Form AOC-2 is annexed as
Annexure-4.

All the Related Party Transactions entered into by the
Company are in ordinary course of business and on an
arm’s length basis for which requisite approvals from
the Audit Committee and the Board of Directors were
obtained.

23. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act
read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial personnel) Rules, 2014 are
given below:

i. The ratio of the remuneration of each director to
the median remuneration of the employees of the
Company for the financial year:

ii. The percentage increase/ (decrease) in remuneration
of each director, Chief Executive Officer, Company
Secretary, if any, in the financial year:

Chief Executive Officer: 28.35%,

Chief Financial Officer: 49.64%,

Company Secretary: NIL

iii. The percentage decrease in the median remuneration
of employees in the financial year 2024-25:1.03%

iv. There were 696 permanent employees on the payroll
of the Company as on March 31,2025.

v. Average percentage increase already made in the
salaries of employees other than the managerial
personnel in the last financial year and its comparison
with the percentage increase in the managerial
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase
in the managerial remuneration:

The Average Increase in the remuneration of all
employees was 50.93% in 2024-25.

The average increase in the remuneration of both,
the managerial and non-managerial personnel was
determined based on the overall performance of the
Company. Further the remuneration of the managerial
personnel is based on the remuneration policy as
recommended by the Nomination & Remuneration
Committee and approved by the Board of Directors.

vi. It is hereby affirmed that the remuneration is as per
the Remuneration Policy of the Company.

24. SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

Pursuant to Regulation 30 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, we
hereby inform that the SEBI after its investigation issued
a notice to Mr. Milan Dalal (MD) and Mr. Moloy Saha
(CEO) of the Company regarding the delay in formulating
and adopting the code for designated persons and their
immediate relatives covering securities trading as required
under SEBI (Prohibition of Insider Trading) Regulations,
2015 (PIT Regulations). As a result of delayed adoption,
the adjudicating officer of SEBI passed an order of penalty
of ' 2 lakh each imposed on the MD and CEO

25. EXTRACT OF ANNUAL RETURN- FORM NO MGT-9

The Annual Return pursuant to the provision of Section 92
of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, will be available on the
website of the Company at www.foodsandinns.com

26. AUDITORS

26.1 Statutory Auditors

The Company’s Auditors M/s G. M. Kapadia & Co,
Chartered Accountants, were appointed as statutory
auditors of the Company from the conclusion of the
Forty Fifth Annual General Meeting of the Company held
on September 13, 2017 till the conclusion of the Fiftieth
Annual General Meeting held in the financial year 2022.
They have confirmed their eligibility under section 141 of
the Act, and the rules framed thereunder for reappointment
as Auditors of the Company as required under SEBI
regulations, the Auditors have also confirmed that they
hold a valid certificate issued by the peer review Board of
the Institute of Chartered Accountants of India.

Pursuant to the recommendation of the Audit Committee,
the Board of Directors of the Company has re-appointed
M/s G. M. Kapadia & Co. Chartered Accountants, (Firm
Registration No 104767W issued by the Institute of
Chartered Accountants of India) as the Statutory Auditors
of the Company for the Second term of 5 consecutive
years and to hold office as such from 50^th AGM until
the conclusion of 55^th Annual General Meeting of the
Company.

There are no observations (including any qualification,
reservation, adverse remark or disclaimer) of the Auditors
in their Audit Report that may call for any explanation from
the Directors.

26.2 Secretarial Auditor

Pursuant to the amended provisions of Regulation 24A
of the SEBI Listing Regulations and Section 204 of the
Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the
Audit Committee and the Board of Directors have approved
and recommended the appointment of M/s Ragini Chokshi
& Co., Practicing Company Secretary, a proprietorship firm
led by Mrs. Ragini Chokshi (FCS No.: 2390; COP No.: 1436)
as Secretarial Auditor of the Company to hold office for a
first term of five consecutive years commencing from the
finanacial year 2025-26 to the financial year 2029-30.

The resolution seeking Member’s approval for the
appointment M/s Ragini Chokshi & Co., Practicing Company
Secretary as Secretarial Auditors of the Company, forms
part of the Notice. The details of M/s Ragini Chokshi & Co.
being recommended for an appointment are contained in
the accompanying Notice of the AGM.

M/s Ragini Chokshi & Co. have given their consent to act
as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be
within the prescribed limits under the Act & Rules made
thereunder and the SEBI Listing Regulations. They
have also confirmed that they are not disqualified to be
appointed as Secretarial Auditors in terms of provisions
of the Act & Rules made thereunder and the SEBI Listing
Regulations.

A Secretarial Audit was conducted during the year in
accordance with provisions of Section 204 of the Act.
The Secretarial Auditor’s Report is attached as Annexure
II, which forms part of this Report. The Report does not
contain any qualifications, reservations, adverse remarks
or disclaimer.

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Ragini Chokshi
& Co., Practicing Company Secretaries, to undertake the
Secretarial Audit of the Company.

The Secretarial Audit Report along with the secretarial
compliance report is annexed as Annexure-5 to this report
and does not contain any qualifications.

26.3 Internal Auditors

The Company has appointed firms of chartered
accountants as its internal auditors at the locations of

the factories situated at Chittoor, Vankal, Bulsar, Nashik,
Gonde, Corporate Office and Consumer Division to
evaluate the efficacy and adequacy of internal control
systems, compliances with operating systems, accounting
procedures and policies. The Internal Auditors submitted
their reports from time to time.

During the Financial year 2024-25 the Company has
appointed following internal auditors to conduct the
Internal of the Company.

M/s Nayan Parikh & Co. - Head Office

M/s B D Jokhakar & Co. - Valsad and Vankal Division

M/s APR & Associates - Chittoor Division

M/s Padmanabh Joshi & Co. - Gonde and Sinner Division

27. DISCLOSURE ON SEXUAL HARASSMENTOF WOMAN AT
WORKPLACE

The Company has set up an Internal Complaints Committee
for providing a redressal mechanism pertaining to sexual
harassment of woman employees at workplace. There
was no case of sexual harassment reported during the
year under review.

28. UNCLAIMED DIVIDEND

The Company / RTA has been periodically intimating the
concerned shareholders, requesting them to encase their
dividend before it becomes due for transfer to the IEPF.

Unclaimed dividend amounting to ' 1,05,564/- for
FY 2016-17 was transferred to the IEPF on December 17,
2024.

29. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of section 125 of the companies
Act, 2013, read with IEPF authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ('the rules’), all unpaid
and unclaimed dividends are required to be transferred
by the Company to IEPF established by the Government
of India after the completion of seven years. Further,
according to the said Rules, the shares on which dividend
remain unpaid or unclaimed by the shareholders for seven
consecutive years or more shall also be transferred to
the Demat account of the IEPF authority. Accordingly,
the Company has transferred the corresponding shares

to the demat account of the IEPF Authority as per the
requirements of the IEPF rules for the dividend remained
unpaid or unclaimed upto the financial year 2016-17.

30. THE DETAILS OF THE DIFFERENCE BETWEEN THE
AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE VALUATION DONE
WHILETAKING A LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF.
As on the date of this Report, there was no one time
settlement done hence there was no requirement to obtain
valuation report. Therefore the need of valuation does not
arise.

31. THE DETAILS OF AN APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG
WITH THEIR STATUS AS ATTHE END OFTHE FINANCIAL
YEAR.

As on the date of this Report, Company has no proceedings
pending cases under the Insolvency and Bankruptcy Code,
2016

32. GREEN INITIATIVES

In the line with the 'Green initiative’, the Company has
affected electronic delivery of the Annual Report 2024¬
25 are sent to all members whose email addresses are
registered with the Company/ Depository Participant(s).
Your Company would encourage other Members also
to register themselves for receiving Annual Report in
electronic form.

33 ACKNOWLEDGEMENT

We thank our customers, vendors, investors, bankers
for their continued support during the year. We place on
record our appreciation of the contribution made by our
employees at all levels. Our consistent growth was made
possible by their hard work, cooperation and support.

On behalf of the Board of
Foods and Inns Limited

BHUPENDRA DALAL

Place: Mumbai Chairman

Date: August 13, 2025 (DIN: 00061492)