Allied Blenders & Distillers Ltd Directors Report

DIRECTORS REPORT TO MEMBERS

Your Directors have pleasure in presenting their 15th Annual Report on the business performance and operations of the Company and Audited Financial Statements of the Company for the financial year ended 31st March 2023 (‘the Year or ‘FY 2023)

1. FINANCIAL SUMMARY AND PERFORMANCE HIGHLIGHTS:

The Audited Financial Statements for the Financial Year ended 31st March, 2023, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as “Ind AS”) prescribed under Section 133 of the Companies Act, 2013 and other recognized accounting practices and policies to the extent applicable. The Companys performance during the financial year under review as compared to the previous financial year is summarized below:

Amount in Rs. Lakhs

	Standalone		Consolidated
PARTICULARS	31st March, 2023	31st March, 2022	31st March, 2023	31st March, 2022
Revenue from Operations	7,10,568.02	7,19,692.16	710,568.02	7,19,692.16
Other Income	1,208.80	1,222.71	1,106.90	1,124.52
Total Expenses	6,91,974.63	699,946.48	6,92,068.96	7,00,060.27
Profit Before Tax	927.27	829.89	594.53	383.26
Less : Tax Expenses / (credit)	433.66	236.65	434.53	234.50
Profit after Tax	493.61	593.24	160.00	148.76
Add : Other Comprehensive Income for the year	40.06	55.72	40.06	55.72
Total Comprehensive Income	533.67	648.96	200.06	204.48
Reserve and Surplus at the Beginning of the year	11,129.23	10,480.27	9,637.37	9,432.89
Surplus carried forward to Balance Sheet	11,662.90	11,129.23	9,837.44	9,637.37

2. DIVIDEND:

The Board of Directors of your company, after considering the relevant circumstances and with a view to conserve the resources for future operations, has decided that it would be prudent, not to recommend any dividend on equity shares for the financial year under review.

3. TRANSFERS TO RESERVE:

During the year under review, no amount was transferred to General Reserve of the Company.

4. STATUS OF COMPANY

During the year under review, your Company was converted from a ‘Private Limited to a ‘Public Limitedwith effect from June 8,2022.

5. STATE OF COMPANYS AFFAIRS AND REVIEW OF OPERATIONS:

Your Company has achieved sales of 32.2 million cases in FY 2022-23, growing at 15.1%, ahead of the industry growth of 12.2%.

Officers Choice Whisky,your Companys flagship brand, achieved sales figures of 18.82 million cases, with a growth of 6% and continues to be the market leader in the mass-premium whisky segment with a market share of 35.4%. Officers Choice Blue clocked sales of 5.5 million cases, despite route-to-market challenges in one of its traditionally stronghold State for business.

Sterling Reserve Premium Whiskies clocked sales of 5.3 million cases, with Sterling Reserve B7 crossing the 5 million cases landmark, growing at 39% against the segment growth of 23.2%. Its share of segment touched 9.7%, but encouragingly its share of incremental segment volume stood at 14%. Today, it is the third-largest brand in the segment nationally, and by far the fastest to 5 million cases in the spirits industry of any launch in the past decade or more. Sterling Reserve BIO, priced higher, achieved a 62% with a volume topping 200,000 cases.

Kyron Premium Brandy remained a fan-favourite in key Southern brandy-consuming markets of Kerala, Andhra Pradesh, and Telangana with sales of-140,000 cases, 29% growth over the previous year.

Officers Choice Brandy touched sales of-750,000 cases in FY 2022-2023 with a stellar growth of 75%, while Officers Choice Rum surpassed expectations growing by nearly three times to achieve volumes of-290,000 cases.

Officers Choice Star Whisky, a value variant of Officers Choice, accelerated its progress in Karnataka achieving sales of -440,000 cases, showcasing an impressive 87% growth over the previous year.

Jolly Roger Rum continued its growth trajectory and achieved an impressive 53% growth on the back of new packaging and communication, selling over -320,000 cases in the year. Class 21 Vodka achieved twice the sales objectives with some opportunities presenting in export markets to achieve -150,000 cases.

Your Companys brands worked on all aspects of the marketing mix covering the media spectrum and multiple screens of television, digital, out-of-home in the past year. The Company simultaneously deployed brand communication, visibility, and consumer promotion initiatives on-ground as per plan and brand priority of markets across the country. Sponsorship initiatives drove impact in a few markets.

A key element of our recent strategy has been to broaden our portfolio, by launching new brands to penetrate the deluxe or prestige plus segments, which have a higher margin to business. In FY 2022-23, your company set an unprecedented course of launching several new whisky products as part of a detailed strategic objective across price segments, which included innovations in blends and packaging.

ICONiQ White is a delightful blend of imported Scotch malts aged in bourbon oak casks, blended with select matured malt and finest Indian grain spirits. The brand was launched in the Deluxe whisky segment meeting with immediate success in its early stage. It shows the potential to be a winner.

Srishti Premium Whisky, an innovative product marrying the goodness of curcumin with a classic Scotch and Indian grain spirit blend has similarly met with success in key states of initial launch.

X&O Barrel Premium Whisky has been launched in some markets and is made from the best Scotch malts matured in American bourbon barrels and finest Indian grain spirits.

Sterling Reserve B7 Whisky Cola Mix is an innovative, award-winning product. It was launched to build a bridge to acquire young adult consumers to the mature taste of whisky. It offers a sweeter whisky with cola drinking experience.

Sterling Reserve BX Hippy has been introduced in a refreshing young and new format of packaging to appeal the consumers. The initial market response towards the new launches is quite positive.

The Company is proposing to undertake an initial public offer (“IPO”) of the equity shares of face value of Rs.2/- each ("Equity Shares”) which comprises a fresh issue and an offer for sale of Equity Shares by certain existing shareholders of the Company (“Selling Shareholders”) ("Offer for Sale” or the “Offer”), and to list the Equity Shares on one or more of the recognised stock exchanges in India in this reference the Company has filed the draft red herring prospectus (DRHP) dated June 27, 2022 with the Securities and Exchange Board of India (SEBI), National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). The Company has received in-principle approvals from National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) for listing the Equity Shares pursuant to their letters, both dated October 13, 2022, further the Company received a final observation letter on December 16, 2022, from SEBI regarding its DRHP and currently the Company is waiting for a favorable time to launch its IPO.

6. FINANCIAL HIGHLIGHTS AND CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and marketing of IMFL products. There has been no change in the business of the Company during the financial year ended 31st March, 2023.

During the year under review, your Company has recorded revenue of Rs.710,568.02 lakhs as compared to Rs.719,692.16 lakhs during the previous year. The total expenses during the year were Rs.691,974.63 lakhs as compared to Rs.699,946.48 lakhs during the previous year.

Consequently, your Companys profit before tax for the year under review was Rs.927.27 lakhs as compared to the previous years profit before tax of Rs.829.89 lakhs. After providing for income tax, profit after tax for the year under review was Rs.493.61 lakhs as compared to T593.24 lakhs during the previous year.

7. SHARE CAPITAL:

During the year under review:

(i) Conversion of Compulsorily Convertible Debentures

The Company has converted 85,47,000 "8.5% Compulsorily Convertible Debentures” of Rs.117/- each into Equity Shares and allotted 85,47,000 Equity Shares of Rs.2/- each fully paid-up at a premium of Rs.115/- per share to Oriental Radios Private Limited vide Board and shareholders approval in their meetings held on June 13,2022, and June 14,2022 respectively. The details of increase in the paid-up capital of the Company is as under:

Sr. No.	Pre-conversion Paid-up Capital	Post-conversion Paid-up Capital
1.	47,11,33,330/- divided into 23,55,66,665 Equity shares of Rs.2/- each	Rs.48,82,27,330/- divided into 24,41,13,665 Equity Shares of Rs.2/- each

(ii) The number of shareholders were increased to seven to comply with the requirement applicable to a public

company.

8. JOINT VENTURE. SUBSIDIARY AND ASSOCIATE COMPANIES:

The following are wholly owned subsidiaries of your Company:

Sr. No.	Name of the Company	Status
1.	ABD Dwellings Private Limited (CIN: U45400MH2013PTC247452)	Subsidiary
2.	Chitwan Blenders & Bottlers Private Limited (CIN: U15512BR1990PTC004097)	Subsidiary
3.	Deccan Star Distilleries India Private Limited (CIN: U15492TC2013PTC090743)	Subsidiary
4.	Madanlal Estates Private Limited (CIN: U70200MH2017PTC301917)	Subsidiary
5.	NV Distilleries & Breweries (AP) Private Limited (CIN: U15549MH2007PTC335436)	Subsidiary
6.	Sarthak Blenders & Bottlers Private Limited (CIN: U15311MH2011PTC337649)	Subsidiary
7.	ABD Foundation (CIN: U85300MH2020NPL345281)	Subsidiary
8.	Allied Blenders and Distillers (UK) Limited (Company number SC749565)	Foreign Subsidiary
9.	Allied Blenders and Distillers Maharashtra LLP (ABB-3791)	Subsidiary [ABDL is holding 85% share of Capital and of Profits]

The highlights of performance of subsidiaries and their contribution to the overall performance of the Company are covered in Annexure ‘A as Form AOC-1 and forms integral part of this Report.

During the year under review, there were no Companies which had become/ceased to be a Subsidiary The Company does not have any Joint Venture or Associate Company.

9. CHANGE IN DIRECTORS

The composition of Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Non-Independent Director and Non-Executive Independent Directors including Women Director in accordance with the provisions of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘‘Listing Regulations”). All the Directors including the independent directors have rich experience and specialized knowledge in sectors covering law, finance, accountancy and other relevant areas.

During the year under review:

Mr. Deepak Roy resigned from the Board of the Company with effect from April 26, 2022.

Mr. Arun Barik was appointed as an Additional Director (Non-Independent, Executive) of the Company with effect from June 2, 2022. Mr. Vivek Sett, Ms. Rukhshana Jina Mistry and Mr. Paul Henry Skipworth were appointed as Independent Directors of the Company with effect from June 2, 2022. They were appointed as Non-Independent director/ Independent directors at the Extra-Ordinary General Meeting of the Company held on June 4,2022.

Later, Mr. Arun Barik voluntarily agreed to step down from the Board of Directors with effect from June 20, 2022 to enable the Company to complete the filing of the Draft Red Herring Prospectus (DRHP) with Securities and Exchange Board of India (SEBI) within the requisite timeline.

Mr. Vinaykant RTanna and Mr. Arun Barik were appointed as Additional Director (Non-executive, Independent) and Additional Director (Non-Independent, Executive) respectively of the Company with effect from August 9, 2022 by the Board. At the 14th Annual General Meeting of the Company held on September 30, 2022, they were appointed as Non-Independent director/ Independent directors of the Company.

Mr. Nasser M Munjee, Independent director, resigned from the Board of the Company with effect from October 6,2022.

Mr. Narayanan Sadanandan was appointed as an Additional Director (Non-executive, Independent) of the Company with effect from October 16, 2022 vide circular resolution passed by the Board. The Members approved his appointment as a Non-executive, Independent director of the Company at the Extraordinary General Meeting held on December 23, 2022.

The Company has received the declarations from ail the Directors as required pursuant to Section 164(2) and Section 184 (1) of the Companies Act 2013 and the rules made thereunder and the Independent Directors have furnished respective declaration stating that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 ("Act).

None of the Directors of the Company have incurred any disqualification under Section 164 (1) & (2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

None of the independent directors are aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

The composition of the Board as on 31st March, 2023 is as follows:

Sr. No.	Name of Director	Designation
1)	Mr. Kishore R Chhabria	Chairman, Promoter
2)	Mrs. Bina K Chhabria	Co-Chairperson, Promoter
3)	Mr. Shekhar Ramamurthy	Executive Deputy Chairman
4)	Mrs. Resham Chhabria J Hemdev	Executive Vice-Chairperson, Promoter
5)	Mr. Balaji V Swaminathan	Independent Director
6)	Mr. Vivek A Sett	Independent Director
V)	Mr. Paul H Skipworth	Independent Director
8)	Ms. Rukhshana J Mistry	Independent Director
9)	Mr. Vinaykant Tanna	Independent Director
10)	Mr. Narayanan Sadanandan	Independent Director
11)	Mr. Maneck N Mulla	Non-Executive Director
12)	Mr. Arun Barik	Executive Director

Except Mr. Kishore Rajaram Chhabria, Mrs. Bina Kishore Chhabria and Mrs. Resham Chhabria Jeetendra Hemdev, who are related to each other, none of the other directors are inter-se related to each other.

10. KEY MANAGERIAL PERSONNEL

As on March 31, 2023, the following persons are Key Managerial Personnel (“KMP”) of the Company pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Sr. No.	Name of Director	Designation
1	Mr. Ramakrishnan Ramaswamy	Chief Financial Officer
2	Mr. Bikram Basu	Vice President - Marketing & Strategy *Chief Operating Officer - Marketing, Sales and Strategy ^Current designation since April 01,2023
3	Mr. Ritesh Shah	Company Secretary & Chief Legal Officer

11. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has an internal control system and an all India integral audit team, commensurate with the size, scale and complexity of its operations. The Company has in place adequate internal financial controls with reference to financial statements. During theyear under review, such controls were tested and no reportable material weakness in the design or operation was observed. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

12. STATUTORY AUDITORS AND AUDITORS^, REPORT:

M/s. Walker Chandiok & Co LLP., Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N500013), were appointed as the Statutory Auditors of the Company for a period of five years till the conclusion of the 15th Annual General Meeting for the year ended 31st March 2023. The existing Auditors are eligible for re-appointment for the second term of 5(Five) years. In accordance with the provisions of Section 139 read with the Companies (Audit and Auditors) Rules, 2014, the Audit Committee and the Board of Directors recommends to the Members the re-appointment of M/s. Walker Chandiok & Co LLP., Chartered Accountants, Mumbai (Firm Registration Number: 001076N / N 500013) as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, at the ensuing 15th Annual General Meeting for a term of 5(Five) years from the conclusion of the 15th Annual General Meeting for FY 2022-23 till the conclusion of the 20th Annual General Meeting of the Company for FY 2027-28.

The Audit Committee and the Board considered various parameters like the capability to serve the complex business structure covering owned, tie-up, and leased units, audit experience, market standing of the firm, clientele served, technical knowledge etc. and found M/s. Walker Chandiok & Co LLP., Chartered Accountants to be best suited to handle the scale, diversity, and complexity associated with the Audit of the financial statements of the Company and have considered and recommended their re-appointment as Statutory Auditors of the Company at a remuneration to be decided by the Board for conducting the Statutory Audit of the Company.

The Statutory Auditors fulfill the eligibility and qualification norms as prescribed under the Act, the Chartered Accountants Act, 1949 and rules and regulations issued thereunder. In addition, the auditors hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI), a prerequisite for issuing Limited Review reports or Audit Reports.

No frauds have been reported by the Statutory Auditors during the financial year 2022-23 pursuant to the provisions of Section 143(12) of the Companies Act, 2013. With reference to the Statutory Auditors qualified opinion, matter of emphasis and observations in the Auditors Report there are no qualifications or adverse remarks which required the explanation/comments of the Board in accordance with the provisions of Section 134(3) (f) of the Companies Act, 2013.

13. SECRETARIAL AUDIT

Pursuant to Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. B K Pradhan & Associates, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for the financial Year 2022-23. The Secretarial Audit Report forms part of this Report and is annexed as Annexure - D.

There are no qualifications or adverse remarks in the Secretarial Audit Report.

14. COST AUDITORS

The Company is not required to maintain cost records in terms of the requirements of Section 148 of the Act and rules framed thereunder, hence such accounts and records are not required to be maintained by the Company.

15. INTERNAL AUDITORS

Your Company has appointed Mr. P Kulothungan as an Internal Auditor of the Company with effect from May 01, 2022, further the appointment of the Internal Auditor has been ratified by the Board of Directors in their meeting held on May 25, 2023 pursuant to provisions of Section 138 of the Act.

16. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO AND RESEARCH & DEVELOPMENT:

A. Conservation of Energy, Technology Absorption

The statement pursuant to Section 134 (3) (m) of the Companies Act, 2013 (Act) read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in the Annexure B and forms an integral part of this Report.

B. Foreign Exchange Earnings and Outgo Earnings: Rs.12,996.60 Lakhs

Outgo: Rs. 810.84 Lakhs

C. Research & Development:

Capita Recurring : Rs.115.13 Lakhs

Total Research & Development expenditure : 0.02%

(as per percentage of total turnover)

17. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. Any member interested in inspecting / seeking such details may write to the Company Secretary at riteshshah@abdindia.com

18. RELATED PARTY TRANSACTIONS:

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with and materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. An omnibus approval from the Audit Committee is obtained for the related party transactions which are unforeseen in nature.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arms length. During the year, the Company has not entered into any transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

No transactions were carried out during the year which requires reporting in Form AOC - 2 pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

19. DEPOSITS:

There were no outstanding deposits at the end of the previous financial year within the meaning of Sections 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. The Company has not invited any deposits during the year.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and / or material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company.

21. NUMBER OF BOARD MEETINGS:

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the Companys financial performance. During the year under review, the Board of Directors of the Company met 6 (Six) times on June 02, 2022, June 13, 2022, June 23, 2022, August 24, 2022, December 21, 2022 and January 27, 2023. The gap between two Board Meeting did not exceed 120 days.

	During Financial Year 2022-2023
Name of Directors	No. of meetings eligible to attend	No. of meetings attended
Mr. Kishore R Chhabria	6	3
Mrs. Bina K Chhabria	6	1
Mr. Shekhar Ramamurthy	6	6
Mrs. Resham Chhabria J Hemdev	6	5
Mr. Balaji V Swaminathan	6	6
Mr. Vivek A Sett	5	5
Mr. Paul H Skipworth	5	5
Ms. Rukhshana J Mistry	5	4
Mr. Vinaykant Tanna	3	3
Mr. Narayanan Sadanandan	2	2
Mr. Maneck N Mulla	6	5
Mr. Arun Barik	4	4

22. COMMITTEES OF BOARD

The constitution of the Board Committees is in acquiescence of provisions of the Act and the relevant rules made thereunder and the Articles of Association of the Company

As on March 31, 2023, the Board had six committees viz.,

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Corporate Social Responsibility Committee

(iv) Stakeholder Relationship Committee

(v) Risk Management Committee

(vi) IPO Committee

Procedure at Committee Meetings:

The Companys guidelines relating to the Board meetings are applicable to the Committee Meetings. Minutes of the proceedings of Committee meetings are circulated to the respective committee members and placed before the Board Meetings for noting. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 as applicable. The composition of all the Board Committees is as under:

Audit Committee:

The Audit Committee was re-constituted on June 02, 2022 and June 20, 2022. Three Meetings of the Audit Committee were held during the year under review on 13th June, 2022,23rd August, 2022 and 27th January, 2023:

Current composition of the committee and attendance is mentioned below:

	During Financial Year 2022-23
Name of Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Balaji Viswanathan Swaminathan - Chairman	3	3
Ms. Rukhshana Jina Mistry	3	2
*Mr. Arun Barik	1	1
Mr. Maneck Navel Mulla	2	2

*Mr. Arun Barik resigned from the Committee on 20th June 2022.

Nomination and Remuneration Committee (‘NRC):

The NRC met once during the financial year under review on 19th August, 2022:

	During Financial Year 2022-23
Name of Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Paul Henry Skipworth - Chairman	1	1
Ms. Rukhshana Jina Mistry	1	1
Mr. Maneck Navel Mulla	1	0

Corporate Social Responsibility Committee (‘CSR Committee):

The Corporate Social Responsibility Committee was re constituted on June 2, 2022 comprising of Mrs. Resham Chhabria Jeetendra Hemdev, Mr. Vivek Anilchand Sett, Mr. Maneck Navel Mulla as members. Mrs. Resham Chhabria Jeetendra Hemdev is the Chairperson of the Committee.

Stakeholder Relationship Committee (‘SR Committee):

The Stakeholders Relationship Committee was constituted on June 2,2022 and re-constituted on October 17, 2022. Mr. Vinaykant C Tanna, Mr. Balaji Viswanathan Swaminathan and Mr. Maneck Navel Mulla are members of the Committee. Mr. Vinaykant C Tanna is the Chairman of the Committee.

Risk Management Committee (‘RM Committee):

The Risk Management Committee was constituted on June 02,2022. Mr. Shekhar Ramamurthy and Mr. Vivek A Sett, Mr. Maneck Navel Mulla and *Mr. Vinaykant C Tanna (“with effect from May 25,2023) are members of the Committee. Mr. Shekhar Ramamurthy is the Chairman of the Committee.

Initial Public Offering Committee (‘IPO Committee):

The Initial Public Offering Committee was constituted on June 02,2022 and re-constituted on June 20,2022

The IPO Committee met once during the financial year under review on 27th June, 2022:

	During Financial Year 2022-23
Name of Members	No. of meetings eligible to attend	No. of meetings attended
Mr. Shekhar Ramamurthy	1	1
Mrs. Resham Chhabria J Hemdev	1	1
Mr. Balaji Viswanathan Swaminathan	1	1
Mr. Maneck Navel Mulla	1	1

There has been no instance where the Board has not accepted any of the recommendations of the above Committees.

23. EXTRACT OF ANNUAL RETURN:

As per Section 92 (3), Every company shall place a copy of the annual return on the website of the Company, if any, and the web-link of such annual return shall be disclosed in the Boards report. The weblink for the same is www.abdindia.com

24. MATERIAL CHANCES AND COMMITMENTS:

In terms of Section 134 (3) (1) of Companies Act, 2013, there are no material changes and commitments which could affect the Companys financial position that have occurred between the end of the financial year and the date of this report.

25. LOANS. GUARANTEES AND 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 the Financial Statements.

26. RISK MANAGEMENT:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company understands that risk evaluation and risk mitigation is an ongoing process within the organization and is fully committed to identify and mitigate the risks in the business. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environmental and statutory compliance.

27. POLICY ON NOMINATION. REMUNERATION AND BOARD DIVERSITY:

The Board of Directors has framed a Policy that lays down a framework in relation to the remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This Policy also lays down criteria for the selection and appointment of Board Members as well as the diversity of the Board. The Company has a mix of Executive and Non-Executive Director including Woman Directors. The Policy aims to attract, retain and motivate qualified people at the board and senior management levels and ensure that the interests of Board members & senior executives are aligned with the Companys vision and mission statements and are in the long-term interests of the Company.

28. EVALUATION OF BOARD

Consequent upon the conversion of your Company from Private Limited to Public Limited with effect from June 8, 2022, the Board has approved the appointment of Independent Directors including constitution of various Board Committees in compliance with the Companies Act, 2013 and SEBI Regulations in preparation of the filing of Draft Red Herring Prospectus with SEBI for the purpose of the Companys proposed Initial Public Offer (IPO) of equity shares. Accordingly, the Company is committed to conducting the annual performance evaluation of the Board, its Committees and Individual Directors with effect from Apri 11,2023.

29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company believes that as a responsible corporate citizen, it has a duty towards the society, the environment, and the Country where it operates. The Companys sense of responsibility (which goes beyond just complying with operational and business statutes) towards the community and environment, both ecological and social, in which it operates is known as corporate social responsibility.

In compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee. It is committed to ensuring the social well-being of the communities through its CSR initiatives, in alignment with the Companys key priorities. The current composition of the CSR Committee comprises of Mrs. Resham Chhabria J Hemdev, Mr. Vivek Sett and Mr. Maneck N Mulla as members of the Committee.

During the year under review, the Company was required to incur CSR expenditure amounting toRs.33.58 lakhs. As a part of its CSR activities, the Company has spent a sum of Rs.30.00 lakhs as eligible CSR spend. The company was having accumulated excess spending amounting to Rs.123.30 lakhs from the previous year and after allowing the set-off of the short spend of Rs.3.58 lakhs for the current year the available amount of Rs.119.72 lakhs were carried forward for utilizing it in subsequent years.

The annual report on CSR activities is annexed herewith marked as Annexure-C.

30. VIGIL MECHANISM:

As required under Section 177 of the Companies Act, 2013, the Company has established the vigil mechanism for Directors and employees to report genuine concerns through the Whistle Blower Policy of the Company. Pursuant to the Policy, the Whistle Blower can raise concerns relating to Reportable Matters such as unethical behavior, breach of Code of Conduct, actual or suspected fraud, any other malpractice, impropriety or wrongdoings, illegality, non-compliance of legal and regulatory requirements, retaliation against the Directors & Employees and instances of leakage of/suspected leakage of Unpublished Price Sensitive Information of the Company etc.

The Whistle Blower Policy of the Company provides for adequate safeguards against victimisation of persons who use such vigil mechanism and makes provision for direct access to the chairman of the Audit Company. The Audit Committee oversees the functioning of the same. Further, no personnel have been denied access to the Audit Committee during the Financial Year under review.

There was no instance of such reporting during the financial year ended 31st March, 2023.

31. PERSONNEL:

Your Directors wish to place on record their appreciation of all employees of the Company for their sustained efforts and valuable contribution to the high level of performance and growth during the year. Industrial relations remained cordial throughout the year. The Company continues to enjoy cordial relations with employees at all levels.

32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION & REDRESSAL) ACT. 2013:

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (POSH Act) and Rules made thereunder, the Company has constituted Internal Committees (1C) and has appointed members who are employees of the Company and an external independent member who has prior experience in the areas of women empowerment and prevention of sexual harassment. The Company has zero tolerance for sexual harassment is committed to providing a healthy environment to all its employees at the workplace and has adopted a policy detailing the governance mechanism for prevention, prohibition and redressal of sexual harassment at the workplace relating to employees across genders. During the year under review, one complaint with allegations of sexual harassment was received by the Company and was investigated and resolved as per the provisions of the POSH Act.

33. GENERAL:

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

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme and Buyback of shares.

3. 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 Companies Act, 2013).

4. No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

34. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards 1 and 2 on meetings of the Board of Directors and on General Meetings, respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

35. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual financial statements for the financial year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation and that there are no material departures;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the profit of the Company for that financial year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis; and

e) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

36. APPRECIATION:

The Directors acknowledge with gratitude the co-operation, understanding, support and assistance extended by its Customers, Dealers, Vendors, Bankers and all other Business Associates. Your Directors also take this opportunity to thank the various departments and agencies of the Central and State Governments for the co-operation, guidance and continued support provided throughout the year.

For, Allied Blenders and Distillers Limited

(Formerly known as Allied Blenders and Distillers Private Limited)

Shekhar Ramamurthy	Arun Barik
Executive Deputy Chairman	Executive Director
DIN:00504801	DIN: 07130542
London, UK	Mumbai, India
Date: June 21, 2023	Date: June 21,2023