To

The Members of

The Aditya Consumer Marketing Limited

Your Directors are pleased to present the 22^nd Annual Report and the Audited Statement of Accounts for the year ended March 31, 2024. The Financial results are shown as below.

1. Financial Results

('In Crore')

2. Overview of Company's Financial Performance

It is disheartening to report a downturn in sales and profits, however, the loss reported in this financial year is on account of aggressive scrapping of obsolete several fixtures and furniture's, computers and other fixed assets amounting to Rs. 4.27 crores. But for this exceptional expense the Company would have reported small profit. These expenses will give a more realistic and true value of assets of the Company and will ensure better health of the Company for future. More scrapping of obsolete fixed assets will be assessed in current financial year also to align the assets to its fair value.

3. Dividend

Your Directors regret their inability to recommend any dividend for the financial period under review because of inadequacy of profit and in view of the conservation of resources for proposed expansion of its business operations.

4. Share Capital

The issued, subscribed and paid-up equity share capital of the company as on March 31, 2024 is Rs. 14,63,38,870. During the year under review, the Company has not issued shares with differential voting rights, nor granted stock options nor sweat equity.

5. Transfer to Reserves

During the year under review, this item is explained under the head "Reserve & Surplus" forming part of the balance sheet, as mentioned in Note no.4 significant policies and notes forming part of the Financial Statement.

6. Change in nature of business

During the year under review, there is no change in the nature of business of the company.

7. Review of Operation

During the year under review no any new opening happened in the financial year 2023-24.

Our planning of expansion is still going on and after our openings at Darbhanga and Muzaffarpur, we will move to other districts of Bihar also with our new projects of expansion.

8. Material changes and commitment affecting the financial position of the company occurred between the end of the financial year to which these financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2023-24 and the date of this Report.

9. Directors* Responsibility Statement

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

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

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 March 31, 2024 and of the profit/loss of the Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have 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 are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

10. Subsidiaries, |oint Ventures and Associate Companies

Your Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

11. Deposits

During the financial year 2023-24, your Company has not accepted any fixed deposits within the meaning of section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

12. Directors and key managerial personnel Appointments:

No any new appointments have been done in the Financial Year 2023-24.

Resignation:

No any resignation request has been received in the Financial Year 2023-24.

KMPs

Pursuant to the provisions of section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company are Mr. Yashovardhan Sinha (Chairman & Managing Director), Mrs. Sunita Sinha (Whole-Time Director), Mr. Anil Kumar Singh (Chief Financial Officer) and Mr. Hridaya Narayan Tiwari (Company Secretary).

13. Disclosure relating to Remuneration and Nomination Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained in Corporate Governance Report.

14. Independent Directors' Meeting

Independent Directors of the Company had met during the year under review, details of which are given in the Corporate Governance Report.

15. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

16. Meetings

The details of the number of Board and other Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

17. Declaration by independent directors

Your Company has received declarations from each independent director under Section 149(7] of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013.

18. Committees of the Board

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

19. Auditors:

A. Statutory Auditors

At the 19^,h Annual General Meeting held on September 23, 2021, Nirmal & Associates, Chartered Accountants (Registration No. FRN 002523C), were appointed as statutory auditors of the Company to hold office until the conclusion of the 24th Annual General Meeting. In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

B. Secretarial Auditor

Ms. Deepak Dhir & Associates, Practicing Company Secretary at Delhi, was appointed to conduct the secretarial audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2023-24 forms part of the Annual Report as "Annexure A" to the Board's report.

C. Cost Auditor

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company hereby confirms that the provisions of this section is not applicable, hence your company needs not required to appoint cost auditor for the financial year 2023-24.

20. Auditors' Report

The observations made by the Auditors are self-explanatory and have also been explained in the notes forming part of the accounts, wherever required.

21. Internal Audit and Controls

Your Company has appointed M/s D.K Verma & Co. as its Internal Auditor of the Company. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

22. Related Party Transactions

During the financial year 2023-24 there were no transactions with related parties which qualify as material transactions under the Listing Agreement and that the provisions of section 188 of the Companies act, 2013 are not attracted. Thus, disclosure in form AOC-2 is not required. Further, there were not material related party transactions during the year under review with the Promoters, Directors of Key Managerial Personnel.

23. Corporate Social Responsibility

The Board of Directors of your company hereby confirms that the provisions of section 135(1) of the Companies Act, 2013 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable to our company for the financial year 2023-2024.

24. Loans, Guarantees and Investments

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the notes to the Financial Statements.

25. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & 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 of The Companies (Accounts) Rules, 2014, are as under:

(A) Conservation of Energy:

The production and manufacturing activities are not carried on by the Company and due to that no usage of energy. Hence, no steps are taken by the Company for conservation of energy.

(B) Technology Absorption:

The company has not imported any technology during the year and as such there is nothing to report.

(C) Foreign Exchange Earnings and Outgo:

(In Lakhs)

26. Extract of Annual Return

In terms of Section 92(3) of the Companies Act, 2013 read with Section 134(3)(a) of the Companies Act, 2013, the annual return of the Company as on 31^st March, 2023 is available on the website of the Company www.aditvaconsumer.com.

27. Vigil Mechanism

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

28. Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Company has not received any complaint on sexual harassment during the financial year 2023-24.

29. Particulars of Employees

The statement containing particulars of employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as "Annexure - C".

30. Details on internal financial controls related to financial statements

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions of the Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principles in India.

31. Significant/Material orders passed by the regulators

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

32. Details of Application made or proceeding pending under Insolvency and Bankruptcy Code 2016.

During the year under review, there were no application made or proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code,2016.

33. Details of Difference between valuation amount on one-time settlement and valuation while availing loan from Banks and Financial Institutions.

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial Institution.

34. General

a) Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and

b) Your Company does not have any ESOP scheme for its employees/Directors.

35. Appreciation

The management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

The Board also appreciates and value the contribution made by all executives, officers and staff of the Company.