BOARD’S REPORT

To,

The Members,

Vidhi Specialty Food Ingredients Limited

Your Directors are presenting the Thirtieth Annual Report on the business and operations of your Company
together with the Audited Financial Statement for the financial year ended March 31,2023.

1. Financial Summary or Highlights:

The financial highlights of the Company are as follows:

2. Financial Performance, Operations and State of the Company’s affairs:

The financial performance of the Company, during the year under review, is described as follows -

The financial performance is discussed in detail in the Management Discussion and Analysis Report which
forms part of the Annual Report.

The Company has manufactured 4250.02 MT of food colours against 3573.81 MT in the previous year. Your
Directors assure to increase the revenue in coming years with commencement of production at Dahej Plant
in near future. The Board strive for bright future for your Company with overall growth in turnover as well as
profit with expansion of its production facility.

3. Change in the nature of business, if any:

The Company is engaged in the business of manufacturing and trading in synthetic food colours and chemicals.
There was no change in nature of business activity during the year.

4. Dividend:

Your Directors are pleased to recommend a final dividend of ' 0.40/- (Rupees Forty Paisa Only) per equity
share of ' 1/- each fully paid up (i.e. 40%) for the financial year ended March 31, 2023. The total outflow
on account of final dividend will be ' 199.78 Lakhs. The dividend payment is subject to the approval of the
Members at the ensuing Annual General Meeting (‘AGM’) and be paid to the Members whose names appear
in the Register of Members/Beneficial Holders as on Book Closure Date fixed for the said purpose.

The dividend, if declared at the AGM, would be paid/dispatched within thirty days from the date of declaration
of dividend to those persons or their mandates:

• whose names appear as beneficial owners as at the end of the business hours on Friday, September
22, 2023 in the list of the Beneficial Owners to be obtained from the Depositories, i.e. National Securities
Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the
shares held in electronic/dematerialized mode; and

• whose names appear as Members in the Register of Members of the Company as on Friday, September
22, 2023 in respect of the shares held in physical mode.

In line with our focus on enhancing shareholder returns and in view of the Company’s strong cash generation
and positive growth momentum, the Board of Directors had decided to distribute profits to its Members and
accordingly the Board of Directors had declared interim dividend during the financial year 2022-23 as per details
given below:

Total dividend pay out for the year 2022-23 (including final dividend to be declared in the ensuing AGM) is '
0.80/- per equity share of '1/- each against '0.80/- per equity share for previous year.

5. Reserves:

The Board, during the year under review, has transferred Nil (PY ' 588.52 lakhs) amount to General Reserves.

6. Investor Education and Protection Fund (IEPF):

Pursuant to the applicable provisions of the Companies Act, 2013 (“the Act”), read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends
are required to be transferred by the Company to the IEPF after the completion of seven years. Further,
according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders
for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
Since last Board Report, the Company has transferred the unclaimed and unpaid dividend amount in IEPF as
per details given below:

*Amount deposited in IEPF for above mentioned Dividend is ' 84,381/-, '99,588/-, '1,10,204/- and ' 1,16,986/-
as, by default, challan on MCA got generated after rounding off.

As per the requirements of the IEPF Rules, the Company has transferred 1,027 Equity Shares on which
dividends were unclaimed for seven consecutive years. Further, the details of unclaimed dividend and due
dates for transfer of unclaimed dividend to IEPF account has been given in Notes to the Notice calling Thirtieth
AGM and are also available on our website, at https://vidhifoodcolors.com/investor-relation/unclaimed-
dividends/

7. Details of the Subsidiaries, Joint Ventures or Associate Companies:

The Company has a Wholly-owned Subsidiary, Arjun Food Colorants Manufacturing Private Limited, as on
March 31, 2023. However, the Company did not have any Joint Venture or Associate Company during the
year under review. During the year under report no Company become or ceased to be Subsidiary, Joint
Ventures or Associate Companies.

Arjun Food Colorants Manufacturing Private Limited did not have any business operation during the year
2022-23. Hence, there was no income from operation. However, the Company has incurred total expenses of
' 3.50/- lakhs during the year as compared to expenses of ' 7.09/- lakhs in the previous year. The Loss after
tax of the Company during the year was ' 3.50/- lakhs as compared to Loss after Tax of ' 7.09/- lakhs in the
previous year. Since there was no business income, the said Company has not contributed to the turnover/

performance of the Company but due to losses, it has negatively impacted on consolidated profits of the
Company.

As required pursuant to first proviso to sub section (3) of section 129 read with Rule 5 of Companies (Accounts)
Rules, 2014, Form AOC-1 forms part of this report, appended as Annexure A

Further, pursuant to the provisions of Section 136 of the Act, the Standalone as well as Consolidated financial
statements of the Company along with and all other documents required to be attached thereto and separate
audited financial statement in respect of the subsidiary is available on the website of the Company at https://
vidhifoodcolors.com/INVPDFDocs/SubsidiariesFinancials/2022-23/Financial%20Statements Arjun%20
Food%20Colorants%20Private%20Limited 2022-23.pdf

8. Deposits:

During the year the Company has not accepted any Deposits falling within the preview of Chapter V of the
Companies Act, 2013 and Rules made there under. However, the Company has taken unsecured loan from
Directors. As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits)
Rules, 2014, the details of money accepted by the Company from the Directors during the Financial Year
2022-23 are mentioned below:

9. Directors and Key Managerial Personnel:

As on the date of this Report, your Company had Nine (9) Directors consisting of 5 (Five) Independent
Directors including 1 (One) Independent Woman Director, 3 (Three) Executive Directors and 1(One) Non¬
Executive Woman Director (Promoter).

In pursuance of the provisions of Section 152(6) of the Act and Articles of Association of the Company, Mihir
B. Manek (DIN: 00650613) retires by rotation from the Board in the ensuing AGM and, being eligible for re¬
appointment, has offered himself for reappointment. The Board of Directors recommends his re-appointment
to the Members of the Company.

A resolution seeking shareholders’ Approval for his re-appointment along with other required details forms
part of the Notice convening 12^th AGM.

Mr. Ashit Kantilal Doshi (DIN: 08486679) who was appointed by the Board of Directors as an Additional
Independent Director of the Company w.e.f. June 20, 2019 for a period of five years and who holds office of
Independent Director up to June 19, 2024.

In terms of Section 149 and other applicable provisions of the Act, Mr. Ashit Kantilal Doshi (DIN: 08486679),
being eligible, is proposed to be re-appointed as Independent Director on the recommendation of the
Nomination & Remuneration Committee and on the basis of the outcome of his performance evaluation up to
the Financial Year 2022-23, for a second term of 5 (five) consecutive years commencing from June 20, 2024
up to June 19, 2029 subject to the approval of the Members by passing Special Resolution.

The details of Directors or Key Managerial Personnel who were appointed or have resigned during the year
are as follows:

• Ms. Priyanka Suresh Soni (Membership No.: A63701) Company Secretary & Compliance Officer of the
Company, had resigned from the Company w.e.f. December 10, 2022.

• Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors
in its Meeting held on February 10, 2023 had appointed Ms. Vishakha Pandya (Membership No.: A59436)
as Company Secretary & Compliance Officer of the Company.

• Mr. Vijay Atre (DIN: 00416853), Non- Executive Director of the Company, had resigned from the Board of
Directors of the Company w.e.f. August 31,2022.

• In the 29th AGM Mrs. Pravina Bipin Manek (DIN: 00416533) and Mrs. Vidhi Harsh Parekh (DIN: 07584061)
were re-appointed as Director pursuant to Section 152(6) of the Act.

• The Board of Directors in their meeting held on August 12, 2022 has re-appointed Mr. Bipin Madhavji
Manek (DIN: 00416441) as Managing Director for a period of five years w.e.f. November 01, 2022 on
existing terms and conditions. The said re-appointment was approved by the Members in the 29th AGM.

The Company has received declarations from all the Independent Directors of the Company pursuant to the
provisions of Section 149(7) of the Companies Act, 2013 along with Rules framed thereunder and Regulation
16(1)(b) of the SEBI Listing Regulations stating that they meet the criteria of independence as provided under
the Act and the Listing Regulations and that they are not disqualified to become Directors under the Act; and
in the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as
provided under the Act read with the Listing Regulations and that they are independent of the Management.

Further, at the time of the appointment of an Independent Director, the Company issues a formal letter of
appointment out lining his role, function, duties and responsibilities. The format of the letter of appointment
is available on our website at httDs://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20
Polices/14.%20Terms%20&%20Conditions%20of%20ID.Ddf

Brief resume and other details of the Director proposed to be re-appointed, as stipulated under the Listing
Regulations and Secretarial Standard-2, has been furnished separately in the Notice convening the AGM
read with the Annexure thereto forming part of this Annual Report.

Pursuant to the provisions of Section 203 of the Act following persons are designated as Key Managerial
Personnel (KMP) as on March 31,2023:

• Mr. Bipin Madhavji Manek(DIN: 00416441),Chairman and Managing Director

• Mr. Mitesh Dinesh Manek, Chief Financial Officer

• Ms. Vishakha Pandya (Membership No. A59436), Company Secretary and Compliance Officer of the
Company

Note: Ms. Priyanka Suresh Soni (Membership No. A63701), Company Secretary, acted as the Secretary and
Compliance Officer till the closing hours of December 10, 2022.

10. Board Evaluation:

The Board of Directors is committed to continued improvement in its effectiveness. Accordingly, formal
evaluation of Board’s, it’s Committee and Directors performance is carried out annually. This was designed
to ensure, amongst other things, that the Board, its Committees and each Director continue to contribute
effectively.

As per Section 134(3)(p) of the Act, a statement indicating the manner in which formal annual evaluation
was made by the Board of their performance and that of its Committees and individual Directors, has to be
furnished to the Members as part of the Board’s Report.

As per provisions of Section 178(2) of the Act, Nomination and Remuneration Committee shall specify the
manner for effective evaluation of performance of Board, its Committees and individual Directors to be carried
out. Further, the Independent Directors, as part of their mandate under Schedule IV of the Act, need to make
an evaluation of performance of the Board, it’s Committee and constituents of the Board apart from their self¬
evaluation. Under this process, a structured questionnaire was prepared after taking into consideration inputs
received from the Directors, setting out parameters of evaluation; the questionnaire for evaluation are to be
filled in, consolidated and discussed with the Chairman. The evaluation by the Independent Directors has
been undertaken at their meeting held on February 10, 2023. The Board of Directors undertook evaluation
of Independent Directors at their meeting held on February 10, 2023 and placed on its record that the
Independent Directors have the requisite qualification, expertise and track record for performing their duties
as envisaged under the Law, and they add value in the decision making process of the Board.

The criteria for evaluation of performance of Directors, the Board as a whole and the Board’s Committee, as
specified by Nomination and Remuneration Committee, are summarized in the table given below:

11. Board Familiarization Program:

At the time of appointment of Independent Director, through the induction process, he/she is familiarized
with the Company, the Director’s roles, rights and responsibilities in the Company, nature of the industry
in which the Company operates, business model of the Company, etc. A presentation is made before the
Board Members on the Board Meeting date covering various areas including business, strategy, financial
performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation,

industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to
provide insights into the Company to enable the Independent Directors to understand its business in depth and
contribute significantly to the Company. All Independent Directors attended the orientation and familiarization
programs held during the financial year 2022-23.

The details of training and familiarization programs are available on our website at httos://vidhifoodcolors.
com/investor-relation/codes-policies/

12. Policy on the Directors’ appointment and remuneration:

The Company’s Policy on the Directors’ appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of Directors and other matters as provided under section 178
of the Act is annexed to this Report as Annexure B to this Report.

13. Number of meetings of the Board of Directors:

The Board of Directors met Four (4) times during the Financial Year under review. The intervening gap
between any two meetings was not more than 120 days as prescribed under the Act. Details of the dates of
Board Meetings and the attendance of the Directors at the Board Meetings are provided separately in the
Report on Corporate Governance.

14. Committees of the Board:

As on March 31,2023, the Board had five Committees namely, Audit Committee, Nomination and Remuneration
Committee, Stakeholder’s Relationship Committee, Corporate Social Responsibility Committee and Risk
Management Committee.

The Composition of all the Committees is in line with the requirement of the Act and the Listing Regulations.
During the year, all the recommendations made by the Committees were accepted by the Board.

A detailed note on the composition, number and dates of meetings held and attendance of Committee
Members for the Audit Committee, Nomination and Remuneration Committee, Stakeholder’s Relationship
Committee and Risk Management Committee is provided separately in the Report on Corporate Governance.

15. Corporate Social Responsibility Committee (CSR Committee):

Since net profit of the Company is in excess of ' 5 Crores, the provisions of Section 135 of the Act regarding
Corporate Social Responsibility became applicable to the Company. The constitution, composition, quorum
requirements, terms of reference, role, powers, rights and obligations of CSR Committee are in conformity
with the provisions of Section 135 and all other applicable provisions of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and all other applicable Rules made under the Act.

The CSR Committee comprises of the following Directors as on the date of this Report:

4 (Four) Committee Meeting were held during the financial year under review, on May 12, 2022, August 12,
2022, November 11,2022 and February 10, 2023.

Brief description of terms of reference of the Committee inter-alia includes:

• formulate and recommend to the Board of Directors (Board), a Corporate Social Responsibility (CSR)
Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of
the Act;

• formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy.

• recommend the Board alteration in annual action plan at any time during the financial year with reasonable
justification.

• Recommend CSR activities;

• recommend to the Board the amount of expenditure to be incurred on the CSR activities;

• monitor the CSR Policy of the Company from time to time;

• institute a transparent monitoring mechanism for implementation of the CSR projects or programs or
activities undertaken by the Company; and

• carry out any other functions as authorized by the Board from time to time or as enforced by statutory/
regulatory authorities.

CSR Policy development and implementation:

The CSR Policy of the Company is available on the Company’s website at:

httDs://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/4.%20CSR%20Policv.Ddf

Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 has been appended as Annexure C to this Report.

16. Vigil Mechanism:

The Company has a ‘Whistle Blower Policy’/‘Vigil Mechanism’ in place as per Section 177(9) of the Act and
Regulation 22 of SEBI Listing Regulations. The objective of the Vigil Mechanism is to provide the employees,
Directors, customers, contractors and other stakeholders of the Company an impartial and fair avenue to raise
concerns and seek their redressal, in line with the Company’s commitment to the highest possible standards
of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and
its commitment to open communication channels. The Company is also committed to provide requisite
safeguards for the protection of the persons who raise such concerns from reprisals or victimization, for
whistleblowing in good faith. The Board of Directors affirms and confirms that no personnel have been denied
access to the Audit Committee. The Policy contains the provision for direct access to the Chairman of the
Audit Committee in appropriate or exceptional cases.

Vigil Mechanism cum Whistle Blower Policy is available on the Company’s website at:

https://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/13.%20Vigil%20Mechanism%20

Cum%20Whistle%20Blower%20Policv.Ddf

17. Audit Report:

a) Statutory Audit Report:

The financial statements of the Company have been prepared in accordance with Indian Accounting
Standards (IndAS) notified under section 133 of the Act. The Company has received an unmodified
opinion in the Auditors’ Report for the financial year 2022-23.

b) Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Hemanshu Kapadia & Associates,
Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year
2022-23 and issue Secretarial Audit Report. Secretarial Audit Report issued by M/s. Hemanshu Kapadia
& Associates for the financial year 2022-23, on August 11,2023, in Form MR-3 forms part of this report
and annexed hereto as Annexure D.

The Secretarial Auditor has qualified the Secretarial Audit Report. The observations of the Secretarial
Auditors and the reply of the Management for the same are as under:

18. Auditors:a) Statutory Auditors:

On the recommendation of the Audit Committee and the Board, the Member in their Twenty-Ninth AGM
had appointed M/s. Bhuta Shah & Co. LLP, Chartered Accountants (Firm Registration No.: 101474W/
W100100) as the Statutory Auditors of the Company to hold office for a term of five consecutive financial
years from the conclusion of the Twenty-Ninth AGM of the Company till the conclusion of the Thirty-
Fourth AGM to be held for the financial year 2026-27.

b) Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and on the basis of the recommendation of the
Audit Committee, the Board in their meeting held on May 26, 2023 had appointed M/s. Hemanshu
Kapadia & Associates, Practicing Company Secretaries (FCS: 3477 and C.P. No.: 2285), to undertake
the Secretarial Audit of the Company for the financial year 2023-24 and issue Secretarial Audit Report as
required under the Act.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of Companies (Accounts) Rules,
2014 and on the basis of the recommendation of Audit Committee, the Board of Directors in their meeting
held on May 26, 2023 had appointed M/s. Jayesh Kothari & Co., Chartered Accountants, (FRN: 148528W)
as the Internal Auditors of the Company for the financial year 2023-24.

19. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The information as per Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 with
respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo are given
in Annexure E to this Report.

20. Managerial Remuneration and Particulars of Employees:

The information required to be disclosed with respect to the remuneration of Directors and KMPs in the
Board’s Report pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23, is
appended as Annexure Fto the Board’s Report.

The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to
Section 197 of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 for the financial year 2022-23, is appended as Annexure
F to the Board’s Report.

No Managing Director or Whole-time Director of the Company were paid any remuneration or commission
from any of its Subsidiary Company.

21. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the Annual Return is placed on website of the Company and
which shall be treated as part of this Report. The link is as follows:

httDs://vidhifoodcolors.com/INVPDFDocs/4.%20Annual%20ReDorts/2022-23/1.%20Form MGT 7 Vidhi
March%2031.%202023.pdf

22. Share Capital & Listing of Securities:

During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any equity shares (including sweat equity shares) to employees of the Company under any scheme; and

• any sweat equity shares.

The Company’s equity shares are listed on BSE Ltd. (BSE) and National Stock Exchange of India Limited
(NSE). The stock code of the Company at BSE is 531717 and the symbol for NSE is VIDHIING.

23. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review as stipulated under regulation
34 of the Listing Regulations is set out in a separate section forming part of the Annual Report.

24. Corporate Governance:

The Company is adhering to good corporate governance practices in every sphere of its operations. The
Company has taken adequate steps to comply with the applicable provisions of Corporate Governance
as stipulated under the Listing Regulations. A separate Report on Corporate Governance is enclosed as a
part of the Annual Report along with the Certificate from the Practicing Company Secretary on Corporate
Governance.

25. Directors’ Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the Act, your Directors hereby state and
confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 31,2023, the applicable
accounting standards have been followed and that there are no material departures from the same;

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 ended on March 31,2023 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 the Companies Act, 2013 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 for the Company and such internal financial controls are
adequate and operating effectively during the financial year ended March 31,2023; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively during the financial year ended March 31,2023.

26. Particulars of Contracts and arrangements with related parties:

During the financial year under review, the Company has not entered into any contracts/arrangements/
transactions with related parties which could be considered material in accordance with the Company’s
Policy on materiality of related party transactions. All contracts/arrangements/transactions entered into by the
Company during the financial year under review with related parties were in the ordinary course of business
and on an arm’s length basis but not material in nature. Accordingly, the disclosure of related party transactions
to be provided under section 134(3)(h) of the Act in Form AOC-2 is not applicable.

The details of transactions entered into with related parties, as per Accounting Standards, are disclosed in the
Note No. 28 of the Financial Statement.

The Company’s Policy on Materiality of related party transactions and dealing with related party transactions
is available on the Company’s website at:

httDs://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/11.%20Policv%20on%20

Related%20Partv%20Transactions.pdf

27. Particulars of loans given, investments made, guarantees given and securities provided:

During the year under Report the Company has not given any loan, except, loan to employees and loan to
Wholly-owned Subsidiary Company for working capital, or given guarantee or provided securities as covered
under section 186 of the Act. Further, the Company has not made any fresh investment during the year.
However, the investment made in previous years in the Subsidiary Company is continuing.

The details of loan given and Investment made by the Company have been given in note no. 5 of the Financial
Statement.

28. Risk Management:

The Company is exposed to inherent uncertainties owing to the sector in which it operates. A key factor in
determining a Company’s capacity to create sustainable value is the risks that the Company is willing to
take (at strategic and operational levels) and its ability to manage them effectively. Many risks exist in a
Company’s operating environment and they emerge on a regular basis. The Company’s Risk Management
process focuses on ensuring that these risks are identified on a timely basis and addressed.

The Risk Management Committee (‘RMC’) of the Board provides oversight and sets the tone for implementing
the Enterprise Risk Management (“ERM”) framework across the organization. It reviews the status of key
risks, progress of ERM implementation across locations and any exceptions as flagged to it, on periodic basis.

The Committee oversees enterprise risk management framework to ensure execution of decided strategies
with focus on action and monitoring risks arising out of unintended consequences of decisions or actions
and related to performance, operations, compliance, incidents, processes, systems and transactions are
managed appropriately. The Company believes that the overall risk exposure of present and future risks
remains within risk capacity.

During the year under Report, the Company is keeping track to proactively manage risks and ensure health
and safety of employees, while simultaneously ensuring growing business operation without any interruption.

29. Internal Financial Controls with reference to the Financial Statement:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company’s policies, the safeguarding of its assets ,the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information.

The Company has in place adequate internal financial controls with reference to financial statements. The
Company’s internal control systems, including internal financial controls, are commensurate with the nature
of its business and the size and complexity of its operations and the same are adequate and operating
effectively. These systems are periodically tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews adequacy and effectiveness of the Company’s internal
control system including internal financial controls.

30. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013:

Your Company has always believed in providing a safe and harassment-free workplace for every individual
working in the Company. The Company has complied with the applicable provisions of the aforesaid Act,
including constitution of the Internal Complaints Committee. The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary and
trainees) are covered under this Policy. The Policy is gender neutral. We are pleased to inform you that no
complaints pertaining to sexual harassment were received during the Financial Year 2022-23 and pending as
on March 31,2023.

31. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and notified by the Central Government.

32. Cost Records:

As per Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the
maintenance of cost records is not mandated for the products manufactured by the Company.

33. Business Responsibility and Sustainability Reporting (BRSR):

The Listing Regulations mandate the inclusion of the Business Responsibility and Sustainability Reporting
(BRSR) from 2022-23 in lieu of the Business Responsibility Report (BRR) as part of the Annual Report
for the top 1,000 listed entities based on market capitalization. Since your Company falls under Top 1,000
Companies by Market Cap, pursuant to Regulation 34(2)(f) of the Listing Regulations, we have integrated
BRSR disclosures into our Annual Report as Annexure G. Disclosure in BRSR based on ESG parameters,

compelling organizations to holistically engage with stakeholders and go beyond regulatory compliances in
terms of business measures and their reporting.

34. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as required under regulation 43A of the Listing
Regulations. The said Policy is uploaded on the Company’s website. The weblink of the same is as follows:

httDs://vidhifoodcolors.com/INVPDFDocs/9.%20Codes%20and%20Polices/18.%20Dividend%20

Distribution%20Policv.Ddf

35. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no events/instances/transactions occurred on these items during the year under review:

a) Material changes and commitments, if any, affecting the financial position of the Company which have
occurred between the end of the financial year of the Company to which the financial statements relate
and the date of the report;

b) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as there is no scheme pursuant to which such
persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);

c) The details of application made and proceeding pending under the Insolvency and Bankruptcy Code,
2016;

d) The details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions;

e) Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the
going concern status and Company’s operations in future; and

f) Details in respect of frauds reported by the Auditors under section 143(12) other than those which are
reportable to the Central Government, as there were no such frauds reported by the Auditors.

36. Acknowledgements:

Your Board wish to place on record their appreciation and acknowledge with gratitude the support and co¬
operation extended by the Government Authorities, Bankers, Customers, Employees and Members during
the year under review and look forward to their continued support.

For and on behalf of the Board of Directors

Sd/-

Date: August 11,2023 Bipin Madhavji Manek

Place: Mumbai Chairman & Managing Director

(DIN: 00416441)

Address: 12/A, Sommerset House,

Off. Bhulabhai Desai Road,

Warden Road, Sophia College,

Mumbai - 400 026