Your Directors have the pleasure of presenting herewith the 41^st Annual Report together with the Audited Financial Statements for the
year ended on 31^st March 2026.

FINANCIAL HIGHLIGHTS:

STATE OF COMPANY'S AFFAIRS:

The Company has earned Revenue from Operations of Rs 1,217.28 Crore during the year ended on 31^st March 2026 as against Rs. 1,119.04
Crore earned during the previous year ended on 31^st March 2025 giving a raise of 8.78 % as compared to the previous year.

After adding thereto, the other income of Rs. 5.55 Crore earned by the Company, the Company has earned a total income of Rs. 1,222.83
Crore during the year under review. The Company has incurred total expenses of Rs. 1,208.72 Crore including Finance cost of Rs. 8.23
Crore and Depreciation and Amortization expenses of Rs 20.00 Crore, during the year under review.

The Company has earned a profit before Tax of Rs 14.11 Crore during the year under review as compared to a profit of Rs. 5.73 Crore
earned during the previous year ended on 31^st March 2025.

DIVIDEND:

The Directors have recommended a dividend of Rs. 1.50 per share (15 %) on 8,62,668 Equity Shares of Rs. 10/- each of the Company for
the Financial Year ended on 31^st March 2026. If approved, the Dividend will be paid with a deduction of tax at source to the shareholders
as applicable.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserve during the year under review.

MANAGEMENT DISCUSSION & ANALYSIS:

Vadilal follows a robust and diversified marketing approach, leveraging a balanced mix of ATL (Above-the-Line) and BTL (Below-the-
Line) activities to maximize brand visibility and consumer engagement.

The company's communication strategy spans multiple platforms, including:

• TV

• Digital & Social Media

• Outdoor Advertising (OOH

• Print Media

• POS/POP Branding

• Retail Activations

• Radio Campaigns

With the rapid growth of the digital ecosystem, Vadilal has significantly strengthened its investments in modern media channels such as
social media, OTT platforms, and digital advertising, helping the brand connect effectively with younger and tech-savvy audiences.

During FY 2025-26, Vadilal executed extensive digital campaigns across leading platforms, including:

• Meta

• YouTube

• JioHotstar

• Amazon MX Player

• Spotify

• LinkedIn

• Huella

• Criteo

• OTT Platforms

• Sync Media

Sales Promotion & Market Expansion

Vadilal consistently supports its dealer and distributor network through attractive trade schemes and retail engagement initiatives.
These efforts are aimed at:

• Driving consumer demand

• Enhancing in-store visibility

• Strengthening retailer relationships

• Expanding market penetration in Tier 2, Tier 3 cities, and rural markets

The company's integrated sales and marketing approach continues to strengthen its nationwide footprint while building stronger
consumer connect across diverse demographics.

Challenges & Risk Management

Despite strong growth opportunities, the ice cream industry continues to face operational and market-related challenges, including:

• Rising raw material and input costs

• Cold chain infrastructure requirements

• Supply-side and logistics pressures

• Seasonal demand fluctuations

Vadilal actively manages these risks through strategic procurement planning, operational efficiencies, and continuous supply chain
optimization, ensuring sustainable business growth and uninterrupted product availability.

Growth Outlook & Future Vision

Vadilal remains focused on achieving its ambitious target of ?1,600 crore in revenue in 2026- 2027. This growth strategy is backed by:

• Continuous product innovation

• Strong distribution capabilities

• Integrated marketing initiatives

• Expansion across emerging markets

• Enhanced digital engagement

The company's long-term vision remains centered on increasing ice cream consumption across India by delivering innovative products,
compelling brand communication, and unmatched nationwide accessibility.

With its strong legacy, consumer trust, and future-ready business strategy, Vadilal continues to strengthen its position as one of India's
leading and most loved ice cream brands.

FINANCE:

During the year under review, the Company has made regular repayment of instalment and interest on various loans sanctioned by CSB
Bank Ltd., Indusind Bank Ltd. and there is no overdue payment to Bank.

Further, the Company strengthened its borrowing profile through the sanction of additional credit facilities from its lenders. During the
year, CSB Bank Limited sanctioned a Term Loan of ?23 Crore against capex, out of it availed partial disbursement of it. In addition, the
Company has got sanctioned a Lease Finance Facility of ?25 Crore from Tata Capital Limited. These facilities are expected to optimize
capital deployment, enhance financial flexibility and support the Company's ongoing operational and expansion requirements.

The Company's financial discipline and credit profile continue to be recognized by the rating agency. The latest credit ratings upgraded
by India Ratings & Research Private Limited are "IND A /Stable/IND A1 " for Fund-Based Working Capital Limits and Term Loans and
"IND A /Stable" for Non-Fund-Based Limits dated 09.07.2026.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year 2025-2026, the Company deposited an unclaimed/ unpaid dividend amount for the FY 2018-19 of Rs. 48447/- to
the Investor Education and Protection Fund - IEPF.

During the year under review, the Company has not transferred any amount for the unclaimed interest on Fixed Deposit and Mature
deposit to the Investors' Education and Protection Fund.

DETAILS OF DEPOSITS:

a. During the year under review, the details of deposits accepted by the Company from its Members, after complying with the
provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

b. During the year under review, the Company has not made any default in repayment of deposits or payment of interest on deposits.

c. The Company has not accepted or renewed any deposit that is not in compliance with the provisions of Chapter - V of the
Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENTS:

As of 31^st March 2026, the Company does not have any subsidiary, joint venture, or associate Company and hence, the Company is not
required to attach the Consolidated Financial Statements along with its Financial Statement, in terms of provisions of Section 129(3)
read with Schedule - III of the Companies Act, 2013 and Rules made thereunder, and Regulation 34 of the SEBI (Listing Obligation and
Disclosure Requirement), 2015 and other applicable Accounting Standards.

During the year under review, none of the companies have become or ceased to be the Company's subsidiaries, associates, or joint
ventures.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General
Meetings', respectively, have been duly followed by the Company.

CORPORATE GOVERNANCE:

Corporate Governance Provisions were not applicable to the Company during the financial year 2025-26. In terms of Regulation 15(2)

(a) of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the exemption from compliance with the
Corporate Governance provisions ceased to be available to the Company from 1^st April, 2026.

Further as per the first proviso of the Regulation 15(2)(a) of Chapter IV of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company is required to comply with the corporate governance provisions within six months from 1^st April, 2026
and accordingly the due date would be 30^th September, 2026.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the confirmation and explanations obtained by them, your Directors make
the following statement in terms of Section 134(3)(C) and 134(5) of the Companies Act, 2013 and confirm:

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

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and
of the profit and loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of this 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;

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively; and

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided by the Company under Section 186 of the
Companies Act, 2013 forms part of the Notes to the financial statements provided in this Annual Report.

ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, The
Annual Return is available on company's website at https://www.vadilalgroup.com/pdf/annual-return-FY-2025-26.pdf

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure - A in the prescribed Form - AOC-2 and the same forms part of this report. All related party transactions
are placed before the Audit Committee and the Board of the Company for review and approval.

The Supply agreement with Vadilal Industries Limited is due to expire on September 30, 2026. The Board of Directors have recommended
renewal of the said agreement for a period of one year.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be
accessed on the Company's website viz. www.vadilalgroup.com.

Your Directors draw the attention of the members to Note - 40 to the financial statement which sets out related party transactions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As of 31^st March 2026, the Board of the Company comprises the following Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Rules made thereunder Mr. Janmajay V. Gandhi (DIN:
02891386 ) of the Company, shall retire by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.
The Members are requested to consider his re-appointment as Director of the Company, for which necessary resolution has been
incorporated in the notice of the meeting.

The brief resume/details relating to Mr. Janmajay V. Gandhi is furnished in the Notice of the Annual General Meeting.

Ms. Shaily J. Dedhia was appointed as an Additional Director designated as an Independent Director of the Company w.e.f. 05^th August,
2026 upto the conclusion of this Annual General Meeting. It is proposed to appoint her as an Independent Director of the Company
for the period of 5 years from 5^th August, 2026 to 4^th August, 2031. The Members are requested to consider her appointment as an
Independent Director of the Company, for which necessary resolution has been incorporated in the notice of the meeting.

NUMBER OF BOARD MEETINGS:

Total 6 meetings of the Board of Directors were held during the year with details of dates, and their attendance are as follows:
Board meetings were held on 13.05.2025, 26.05.2025, 13.08.2025, 11.11.2025, 18.12.2025 and 10.02.2026

COMMITTEES OF DIRECTORS:

The details of various committees of Directors constituted under various provisions of the Companies Act, 2013 and Rules made
thereunder are as follows:

A. AUDIT COMMITTEE:

The Audit Committee comprises the following Directors of the Company:

Audit Committee meetings were held on 13.05.2025, 26.05.2025, 13.08.2025, 11.11.2025 and 10.02.2026. The constitution of the
Audit Committee fulfills the requirements of Section 177 of the Companies Act, 2013 and Rules made thereunder. The members
of the audit committee are financially literate and have accounting or related financial management expertise.

The Committee was reconstituted with the following compositions:

• W.e.f. 26^th May, 2025, Mr. Ashish Modi (Chairman), Ms. Mansi Vyas and Mr. Rajesh R. Gandhi (Members)

• W.e.f. 13^th August, 2025, Mr. Ashish Modi (Chairman), Ms. Mansi Vyas and Mr. Kalpit R. Gandhi (Members)

• W.e.f. 11^th November, 2025, Mr. Rajesh Pandya (Chairman) Ms. Mansi Vyas and Mr. Kalpit R. Gandhi (Members)

B. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company comprises the following Directors of the Company:

The constitution of the Nomination and Remuneration Committee fulfills the requirements of Section 178 of the Companies Act,
2013 and the Rules made thereunder.

Nomination and Remuneration Committee meetings were held on 26.05.2025 and 13.08.2025.

The Committee was reconstituted with the following compositions:

• W.e.f. 26^th May, 2025, Ms. Mansi Vyas (Chairperson), Mr. Ashish Modi and Mr. Rajesh Pandya(Members)

• W.e.f. 11^th November, 2025, Ms. Mansi Vyas (Chairperson)Mr. Rajesh Pandya and Mr. Devanshu L. Gandhi (Members)

Mr. Janmajay Gandhi Executive Director is permanent invitee in the Nomination and Remuneration Committee.

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee of the Company comprises the following Directors of the Company :

The constitution of the Stakeholders' Relationship Committee fulfills the requirements of Section 178 of the Companies Act, 2013
and the Rules made thereunder.

The Committee, inter alia, approves the transfer of Shares, issue of duplicate Share Certificates, splitting and consolidation of
Shares, etc. The Committee also looks after the redressal of Shareholder complaints like transfer of shares, non-receipt of a balance
sheet, non-receipt of dividends, etc. The Board of Directors has delegated the power of approving the transfer of Shares etc. to the
Stakeholders' Relationship Committee.

The Stakeholders Relationship Committee meeting was held on 10.02.2026.

The Committee was reconstituted with the following compositions during the financial year 2025-26:

• W.e.f. 26^th May 2025, Mr. Ashish Modi (Chairman) Mr. Rajesh R. Gandhi, Mr. Devanshu L. Gandhi and Mr. Janmajay Gandhi
(Members)

• W.e.f. 13^th August 2025, Mr. Ashish Modi (Chairman) Mr. Devanshu L. Gandhi, Mr. Kalpit R.Gandhi and Mr. Janmajay Gandhi
(Members)

• W.e.f. 11^th November 2025, Mr. Rajesh Pandya (Chairman) Mr. Devanshu L. Gandhi, Mr. Kalpit R. Gandhi and Mr. Janmajay V.
Gandhi (Members)

SENIOR MANAGEMENT PERSONNEL

BOARD PERFORMANCE 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 requirements as prescribed under Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

The performance of the Board and committees was evaluated by the Board on the basis of the criteria determined by the Nomination and
Remuneration Committee such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The Board 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 meetings like preparedness on the issues to be discussed, meaningful and constructive contributions
and inputs in meetings, etc.

In a separate meeting of independent Directors, the performance of non-independent directors, the performance of the board as a whole,
and the performance of the Chairman were evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of

The board, its committees, and individual directors were also discussed.

OTHER POLICIES AS PER THE REQUIREMENT OF COMPANIES ACT, 2013 AND SEBI (LISTING OBLIGATION AND DISCLOSURE
REQUIREMENT), 2015

The policies formulated by the Company under various provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirement), 2015 are available on the website of the Company viz: www.vadilalgroup.com.

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

The details of Conservation of Energy and Technology Absorption are not required to be provided as the provisions of Section 134(1)(m)
are not applicable to the Company due to the nature of the Company's business operations, being a Marketing Company.

There are no Foreign Exchange Earnings or outgoings during the year under review.

INTERNAL FINANCIAL CONTROLS

The Company has an Internal Control System, commensurate with the size, scale, and complexity of its operations. The External and
Internal Auditors carry out periodic reviews of the functioning and suggest changes if required. The company has also a sound budgetary
control system with frequent reviews of actual performance as against those budgeted.

AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, on the
recommendation of the audit committee at its meeting held on 13^th August , 2025 and the Board of Directors of the Company, at its
Meeting held on 13^th August, 2025 the Shareholders approved the appointment of M/S Walker Chandiok & Co LLP as Statutory Auditors
of the Company for a period of 5 years from the conclusion of 40^th Annual general Meeting held in 2025 till conclusion of 45^th annual
general meeting to be held in the year 2030.

AUDITORS' REPORT OF THE COMPANY:

There is no qualification/ reservation/ adverse remark raised by statutory auditors of the company which are required to be clarified in
the directors' report on the affairs of the company for the financial year 2025-26.

SECRETARIAL AUDITOR:

Section 204 of the Companies Act, 2013 inter alia requires every listed company to annex with its Board Report a Secretarial Audit Report
given by a Company Secretary in practice in the prescribed form. The Board has appointed M/s SPAN & Co., Company Secretaries LLP, to
conduct a Secretarial Audit for the financial year 2025-2026. The Secretarial Audit Report for the financial year ended March 31,2026, is
annexed herewith marked as Annexure - B to this Report.

The Secretarial Auditors' Report of the Company for the year ended 31^st March 2026 contains certain Comments/ observations. The
explanation of observations therein is as below:

1. As required under Regulation 31(2) of LODR Regulations, hundred percent shareholding of the promoters and promoter group
is required to be maintained in dematerialized form. This is to be noted that the Shares held by promoters in physical forms are
under legal procedure of transmission of shares as per SEBI guidelines which is lengthy and time taking.

Hence, it will take some considerable time. Subsequently, after completion of all legal procedure, needful will be done for
dematerialization.

Explanation with respect to observation of Secretarial Auditor: The Company is in the process to demat equity shares of Promoters and
Promoter Group.

Pursuant to the provisions of the Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors has, on the recommendation of the Audit Committee, appointed M/s SPAN
& Co., Company Secretaries LLP (Firm Registration No.P1988MH009800), as the Secretarial Auditors of the Company for a period of five
consecutive years commencing from financial year 2026-27 till financial year 2030-31, subject to the approval of shareholders at the
ensuing Annual General Meeting.

M/s. SPAN & Co., Company Secretaries LLP have confirmed their eligibility to be Secretarial Auditors of the Company. A Resolution seeking
Member's approval for appointment of M/s. SPAN & Co., Company Secretaries LLP as Secretarial Auditors for a period of 5 consecutive
years is included at Item No. 5 of the Notice convening the Annual General Meeting.

INTERNAL AUDITORS

M/s. PricewaterhouseCoopers Services LLP are appointed as Internal Auditors of the Company for the period of two years w.e.f.
1^st October, 2025 to 30^th September, 2027.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, the board of directors of the Company has
formulated a policy on the Corporate Social Responsibility measures to be undertaken by the Company as specified in Schedule VII to
the Companies Act, 2013.

The Company is not required to constitute Corporate Social Responsibility Committee.

The Corporate Social Responsibility Policy is available on the Company's website viz. www.vadilalgroup.com.

The Annual Report on CSR activities is annexed herewith marked as Annexure - C.

COST AUDIT:

The maintenance of cost records has not been specified by the Central Government under section 148(1) of the Companies Act, 2013 for
the business categories in which the Company operates accordingly such accounts and records are not maintained.

PARTICULARS OF EMPLOYEES:

The Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed with this report as Annexure - D.

The Statement of particulars of employees under Section 197(12) read with Rules 5 (2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014 is not required to be provided, since during the financial year under review, no
employee of the Company except the Managing Directors, received remuneration in excess of the limits set out in the said rules.

MATERIAL INFORMATION:(I) NCLAT ORDER

0 the Hon'ble National Company Law Appellate Tribunal, Delhi bench ("NCLAT") has on May 13, 2025 inter alia disposed
of the Company Appeal No. 221 of 2024, Company Appeal No. 223 of 2024, Company Appeal No. 338 of 2024, Company
Appeal No. 339 of 2024, Company Appeal No. 340 of 2024, Company Appeal No. 341 of 2024, Company Appeal No. 376 of
2024, Company Appeal No. 377 of 2024 and Company Appeal No. 18 of 2025.

0 setting aside the judgments dated July 10, 2024 of the Hon'ble National Company Law Tribunal, Ahmedabad bench
("NCLT"), in the Company Petition No. 41 of 2017 and Company Petition No. 43 of 2017; (y) orders dated August 6, 2024 and
September 23, 2024 of the NCLAT in the Interlocutory Application Nos. 6728, 6764 and 6768 of 2024; and

0 vacating orders, as applicable, of all the NCLAT Appeals and related interlocutory applications filed therein.

(II) WITHDRAWAL OF INTER SE ALLEGATIONS AMONG THE PROMOTERS WITH RESPECT TO PERSONAL POTENTIAL
EXPENSES.

Based on the reports received from the Independent Law Firm and the Chartered Accountant Firm, the Board of Directors at its
meeting held on May 13, 2025, upon the recommendation of the Committee of Independent Directors (which also met on the
same date) has resolved to conclude and close the matters relating to the following allegations:

A) Cross allegations between the Promoter Directors concerning the appropriateness of certain expenses incurred during the
periods 2013-14 to 2017-18 and 2013-14 to 2018-19 amounting to ?0.46 crore and ?0.53 crore respectively.

B) Operational and management matters related to marketing expenses aggregating ?38.00 crore incurred towards
advertisements during the period 2015-16 to 2018-19 which were alleged to have been undertaken without adherence
to the internal approval processes of the Company.

The Board has reviewed and noted the findings of the independent review and confirms that these matters do not have any
impact on the financial statements of the Company.

INSURANCE:

All insurable interests of the Company including buildings, plant and machinery, furniture & fixtures, and other insurable interest are
adequately insured.

GENERAL:

0 During the year under review, there was no change in the nature of business of the Company and there is no material change
and/or commitments, affecting the financial position of the Company, during the period from 31^st March 2026 till the date of this
report.

0 During the year under review, there was no significant and/or material order passed by any regulators or courts, or tribunals
impacting the going concern status and the company's operations in the future.

0 The Company does not provide any loan or other financial arrangement to its employees or Directors or Key Managerial Personnel
for the purchase of its own shares and hence, the disclosure under Section 67(3)(c) of the Companies Act, 2013 does not require.

0 During the year under review, no Director or Managing Director of the Company has received any remuneration or commission
from a subsidiary of the Company in terms of provisions of Section 197(14) of the Companies Act, 2013.

0 The disclosure in terms of Rule - 4 of Companies (Share Capital and Debenture) Rules, 2014 is not provided, as the Company does
not have any equity shares with differential voting rights.

0 The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition,
and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

TRADE RELATIONS:

The Board desires to place on record its appreciation of the support and cooperation that your Company received from Distributors,
Dealers, Stockiest, C&F Agents, Retailers, and all others associated with your Company. It will be your Company's continued endeavor to
build and nurture strong links with the trade, based on mutuality, respect, and cooperation and consistent with the consumer interest.

ACKNOWLEDGEMENT:

The Directors place on record the appreciation and gratitude for the cooperation and assistance extended by various departments of the
Union Government, State Government, Bankers and Financial Institutions.

The Directors also place on record their appreciation of the dedicated and sincere services of the employees of the Company at all levels.

The Company will make every effort to meet the aspirations of its Shareholders and wish to sincerely thank them for their whole-hearted
cooperation and support at all times.

By Order of the Board of DirectorsDevanshu L. Gandhi Janmajay V. Gandhi Kalpit R. Gandhi

Date: 05^th August, 2026 Executive Director Executive Director Executive Director

Place: Ahmedabad DIN: 00010146 DIN : 02891386 DIN : 02843308