To,

The Members,

Your Directors hereby present the Company's 76^th Annual Report of Ador Multi Products Limited ('the company') along with audited financial statements for the financial year ended March 31, 2024. The Company, along with its subsidiaries wherever required, is referred to as 'we', 'us', 'our', or 'Ador Multiproducts'. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. PERFORMANCE OF THE COMPANY

The table below sets forth the key financial parameters of the Company's performance during the year under review

Rs. in lacs

2. DIVIDEND:

In view of the losses of the company, your Directors do not recommend dividend for the year under review.

3. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

During the period under review, the revenue from operations of the company is Rs. 515.14 Lakhs as compared to previous year's Revenue of Rs. 588.75 Lakhs. Your company has reassed their business strategy and have realigned to focus on manufacturing as a service / contract manufacturing as its mainstay. The company made significant investments and initiatives to build brands over the past few years which unfortunately did not reap the right results. Keeping this in mind and the heavy investments required to further build those brands, your company has taken a careful approach to focus on third party manufacturing. Your company is focusing on the liquid lines with products like serums, sanitisers, oils, gels in both bottle and tube format packaging. The company also continues to manufacture talcum powder in parallel. With one factory at Puducherry, the company continues to keep the cost base very economical and build a stronger client base with requirements in South India

Over the last twelve months, the company has re-aligned to focus on:

1. Contract Manufacturing (with partnerships in product development and testing).

2. Cost Cutting Measures

3. Pausing any further brand investments

4. No further investments into its subsidiaries and suitably establishing no further losses in them and suitably exiting them as and when relevant.

5. Evaluating strategic partnerships for stronger complementary skills in building scale

Going forward, the Company will continue to review and reinforce its strategies and action plans to rapidly scale up its global foot print. It has built contracts with international clients and that should bear fruit in the coming year.

Your company is expected to build tremendous brand value by partnering with high growth young brands and investing in productivity in the coming year. This complemented with high volume traditional FMCG brand manufacturing is expected to enable the company to find a healthy stable balance between revenues, profitability and value creation in the coming year. Most importantly, during these challenging times, your company is restructuring to focus on profitable business units and focus only on those that bring stability to the health of the company.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

5. CHANGE IN NATURE OF BUSINESS:

During the year under review there has been no change in the nature of business of the company.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no amount due to be transferred to the Investor Education and Protection Fund.

7. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABOSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

8. FOREIGN EXCHANGE EARNINGS / OUTGO: -

Your Company has not carried out any activities relating to the export and import during the financial year.

9. REPORT ON CORPORATE GOVERNANCE:

Your company is under exemption of compliance of Regulation 17,17A, 18, 19, 20, 21,22, 23,24,24A, 25, 26, 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and hence Report on Corporate Governance and Auditor's Certificate on Corporate Governance is not applicable to the Company.

CEO and CFO certification:

As required by regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the CEO and CFO certification as specified in Part B of Schedule II is not applicable.

10. REPORT ON MANAGEMENT DISCUSSION &ANALYSIS:

A detailed Management Discussion and Analysis as required under regulation 34(3) read with Schedule V(B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in Annexure A, which forms part of this Board's Report.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

As on March 31, 2024, the company had 2 subsidiaries. Following changes in the nature of business of subsidiaries is as follows.

M/s. 23 Yards India Private Limited ceased to be a subsidiary of the company w.e.f 26^th March, 2024 as a result of transfer of the entire shares held by the company to M/s. Ravi Shastri Entertainment LLP and Mrs. Ritu Shastri.

Further the subsidiaries of the company i.e. Anatomicals Ador India Private Limited and 1908 E-Ventures Private Limited had minimal business transactions and has been operating at a lower capacity with a view to curb cash bum. The management believed it to be prudent for impairment of its investments held in subsidiaries.

Thus, t he Board at its meeting held on 30^th October, 2023 and on 01^st February, 2024 decided for impairment on investment in 1908 E-Ventures Private Limited and Anatomicals Ador India Private Limited respectively.

A report on the financial positions of both subsidiaries as per the Companies Act, 2013 as provided in Form AOC-1 is attached with this report as Annexure - B

12. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

13. EXTRACT OF THE ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return in Form No. MGT 7, as at the financial year ended 31^st March, 2024, has been uploaded on the website of the company at www.adormultiproducts.com

14. NUMBER OF MEETINGS OF THE BOARD:

The Board of Directors met five times during the financial year 2023-2024 in compliance with the provisions of the Companies Act, 2013. The intervening gap between any two meetings was within the period of 120 days as prescribed by the Companies Act, 2013.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions with Related Parties that were entered into during the financial year were on Arm's length basis and were in the Ordinary Course of business. There are no materially significant transactions with related parties made by the Company with the Promoters, Directors, Key Managerial Personnel which may have potential conflict with the interest of the Company at large. Accordingly the Particulars of contracts or arrangements with related parties referred to Section 188 of the Companies Act, 2013 in the prescribed form AOC-2, is not applicable.

17. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The policy of the Company on Directors' Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) of the Companies Act, 2013, adopted by the Board has been posted on its website.

18. DIRECTORS RESPONSIBILITY STATEMENT:

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

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

(b) the directors had 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) the directors had 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had 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) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act 2013 with an appropriate combination of Executive Director, Non-Executive Directors and Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25(8) of the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), the independent directors have submitted declarations stating that each of them fulfil the criteria of independence as provided in Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company. In the opinion of the Board, the Independent Directors are competent, experienced, proficient and possess necessary expertise and integrity to discharge their duties and functions as Independent Directors. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

None of the Company's directors are disqualified from being appointed as a director as specified in Section 164 of the Act. All Directors have further confirmed that they are not debarred from holding the office of a director under any order from SEBI or any other such authority

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management and Administration)Rules, 2014 and in accordance with Article 49 of the Articles of Association of the Company, Mr. Deep Ashda Lalvani (DIN: 01771000) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.

As stipulated under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed re-appointed, is annexed to the Notice convening 76^th Annual General Meeting (AGM).

During the year there was no change in the Board of Directors and KMP of the company:

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE:

The Composition of Audit Committee is as below:

21. DISCLOSURE OF COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE:

The Composition of Stakeholder Relationship Committee is as below:

22. DISCLOSURE OF COMPOSITION OF NOMINATION AND REMUNARATION COMMITTEE:

The Composition of Nomination & Remuneration Committee is as below:

23. VIGIL MECHANISM/WHISTLE BLOWERPOLICY:

The Company has established a vigil mechanism (which incorporates a whistle blower policy in terms of listing agreement) for directors and employees to report their genuine concerns. The Policy is also available on the Company's website.

24. POLICIES OF THE COMPANY

Your Company has posted the following documents on its website

I. Materiality of event &inf ormation 2 Preservation of documents

3. Whistle Blower cum Vigil Mechanism.

4. Prevention of Sexual Harassment

5. Remuneration Committee

6. Nomination & Remuneration Policy

7. Archive Management Policy

8. Independent Director Appointment-T&C

9. Audit Committee Charter

10. Code of Conduct for Prevention of Insider Trading

II. Code of Practices and Procedures for fair disclosure 12 Stakeholders' Relationship Committee

25. AUDITORS AND AUDITORS' REPORT:

STATUTORY AUDITORS:

At the 75^th Annual General Meeting held on 14^th August, 2023, the members approved reappointment of M/s. Praveen and Madan, Chartered Accountants, Bangalore (Firm Registration No. 011350S) as the Statutory Auditors of the company to hold the office until the conclusion of the 80^th Annual General Meeting of the company to be held for the Financial Year 2027-28.

The Statutory Auditor's Report for FY 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, for the year under review.

Report on Frauds, if any:

During the year under review, no incidence of any fraud has occurred in the Company. Neither the Audit Committee of the Board, nor the Board of the Company had received any report involving any fraud, from the Statutory Auditors of the Company. As such, there is nothing to report by the Board, as required under Section 134 (3) (ca) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Company has appointed R Atchoudane, Chartered Accountant, as its Internal Auditor. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies and report the same to the Audit Committee on quarterly basis. Based on the report of internal audit, management undertakes corrective action in their respective areas and thereby strengthens the controls.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the CompaniesAct,2013 and the Rules made thereunder, Ms. Snehal Amol Phirange, Practicing Company Secretary (FCS 8103; C P No. 8064), Pune, was appointed to conduct a secretarial audit of the Company's Secretarial and related records for the financial year ended 31 March, 2024.

The report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31, 2024 is attached to this Report. The Secretarial Audit Report does not contain any qualifications, reservations, or adverse remarks or disclaimers.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS

AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There are no qualifications, reservations or adverse remarks made by the Auditors in their report.

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

The Company has an Internal Control System, commensurate with size, scale and complexity of its operations. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

27. RISK MANAGEMENT POLICY:

The Board regularly reviews the risk management strategy of the Company to ensure the effectiveness of implementation of the risk management policies and procedures. Your Directors do not foresee any elements of risk, which in its opinion, may threaten the existence of the Company.

28. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Ador Multiproducts has zero tolerance for sexual harassment and has adopted a charter on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and complied with all provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 including constitution of Internal Complaints Committee.

During the FY 2023-24, neither any complaints of sexual harassment were received by ICC, nor were there any complaints relating thereto which required any disposal thereof.

30. SHARE CAPITAL:

As on 31^st March, 2024, the authorized share capital of the company consisted of 50,00,000 Equity Shares of Rs. 10/- each, and the paid up capital consisted of 46,73,633 equity shares of Rs. 10/- each.

During the financial year 2023-24, the company has not issued any shares, securities / instruments convertible into equity shares, sweat equity shares and shares with differential voting rights.

31. PERFORMANCE EVALUATION OF THE DIRECTORS ETC:

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation by the Board of its own performance and that of the various Committees of the Board and the individual Directors. The framework of performance evaluation of the Directors captures the following points:

Key attributes of the Independent Directors that justify his / her extension / continuation on the Board of the Company;

Participation of the Directors in the Board proceedings and his/her effectiveness;

The evaluation was carried out by means of the replies given / observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them, adequacy and effectiveness of the various Committees of the Board and the performance of the Board.

32. INFORMATION FORMING PART OF THE DIRECTOR'S REPORT PURSUANT TO RULES OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and also the Statement containing particulars of employees as required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in Annexure D forming part of this Report.

33. OTHER DISCLOSURES:

Details of employees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided on request by the Company Secretary.

34. EMPLOYEE RELATIONS:

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.