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1. GENERAL INFORMATION :a. Name, address, website and other contact details of the company :

Name : VADILAL INDUSTRIES LIMITEDRegistered Addresss : Vadilal House, Shrimali Society,

Nr. Navrangpura Railway Crossing,Navrangpura, Ahmedabad - 380 009.

Correspondence Address : 10th Floor Colonnade Building,Opp. Iscon Temple BRTS Bus Stand,Ambli-Bopal Road, Ahmedabad-380015.

CIN : L91110GJ1982PLC005169Web-site : www.vadilalgroup.comContact details : 079-30921200Email ID : vijaysshah@vadilalgroup.com

b. Date of incorporation of the company: 28th April, 1982.c. Business carried on by the company and its subsidiaries with the details of branches or units, if any:

The Company is engaged in the business of manufacturing and selling of Ice-cream and Processed Food products andother permitted activities provided in the Company's Memorandum and Articles of Association. The Company is also doingFFMC (Full Fledged Money Changers) activities to purchase/sell foreign currency and travelers' cheques, as licensed byReserve Bank of India.i) Registered Office :

Vadilal House, Shrimali Society,Nr. Navrangpura Railway Crossing, Navrangpura, Ahmedabad - 380 009

ii) Factories (Manufacturing Units):a) Parsakhera Industrial Area, Bareilly (U.P.) (Ice-cream division)b) Village Pundhra, Taluka Mansa, Dist. Gandhinagar (Gujarat)

(Ice-cream division)c) Dharampur, Dist. Valsad (Gujarat) (Processed Foods division)

iii) Subsidiary Company:Name : Vadilal Industries (USA) Inc.Address : 44 Woodbrook Drive, Edison, NJ 08820, USA.Business : Marketing and Selling of Processed Foods products in USA market.

d. Brief particulars of the management of the Company :The Company is managed by the Managing Directors subject to the superintendence, direction and control of the Board ofDirectors.

e. Names, addresses, DIN and occupations of the directors;

VADILAL INDUSTRIES LIMITEDCIRCULAR OR CIRCULAR IN THE FORM OF ADVERTISEMENT INVITING DEPOSITS FROM MEBERS

[Pursuant to section 73 (2)(a) and rule 4(1) and 4(2) of the Companies (Acceptance of Deposits) Rules, 2014]

Name of the Directors Address Occupation DIN Mr. Rajesh R. Gandhi (Chairman and Managing Director)

“KARM”, 17-A/2, Santosha Park, Behind Hira Rupa Hall, Ambli-Bopal Road, Bopal, Ahmedabad - 380 058.

Industrialist 00009879

Mr. Devanshu L. Gandhi (Managing Director)

1577/33/F, Patel Block, Nr. Old Gujarat High Court Railway Crossing, P.O. Navjivan, Ahmedabad - 380014.

Industrialist 00010146

Mrs. Deval D. Gandhi (Director)

1577/33/F, Patel Block, Nr. Old Gujarat High Court Railway Crossing, P.O. Navjivan, Ahmedabad - 380014.

Business 00988905

Mr. Kalpit R. Gandhi (Director)

“KARM”, 17-A/2, Santosha Park, Behind Hira Rupa Hall, Ambli-Bopal Road, Bopal, Ahmedabad - 380 058.

Service 02843308

Mr. Jignesh j. Shah (Director)

69 Manekbag Soceity, S.M. Road, Ambawadi, Ahmedabad, 380015.

Professional 01202435

R

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Mr. Vijay R. Shah (Director)

12, Suyog Bungalows, Opp. Ashwaraj, Bungalow, Corporate Road, Auda Garden, Prahlad Nagar Cross Road,Vejalpur, Ahmedabad – 380 015.

Business 00376570

Mr. Malay Mahadevia (Director)

12-B, Gyankunj Society, Opp. St. Xavier's College, Navrangpura, Ahmedabad.

Business 00064110

Mr. Chetan Tamboli (Director)

"Vidhi", Plot No. 2281-A, Hill Drive, Bhavnagar. Business 00028421

f. Management’s perception of risk factors :The deposits accepted by the company are unsecured and rank pari passu with other unsecured liabilities of the company.The Company will take insurance of deposit and interest thereon for the full amount of deposit and interest if the amountdoes not exceeding rupees twenty thousand, and in the case of deposit and interest in excess of rupees twenty thousand,the deposit insurance shall cover for payment upto Rupees twenty thousand in respect of each depositor as per therequirement of the Companies Act, 2013 and Rule made thereunder.

g. Details of default, including the amount involved, duration of default and present status, in repayment:The Company has not made any default in repayment of deposits including interest thereon.

2. PARTICULARS OF THE DEPOSIT SCHEME :a. Date of passing of board resolution : 11th August, 2018b. Date of passing of resolution in the general meeting

authorizing the invitation of such deposits : 25th September, 2014c. Type of deposits : Unsecuredd. Amount which the company can raise by way of deposits as per the Act and the rules made thereunder, and the

aggregate of deposits actually held on the last day of the immediately preceding financial year and on the date ofissue of the Circular or advertisement and amount of deposit proposed to be raised and amount of deposit repayablewithin the next twelve months :• Deposits shall be accepted from the Members upto 35% aggregate of Paid Up share Capital and Free Reserves of the

Company.• The aggregate of deposits actually held on the last date of immediately preceding Financial Year i.e. 31st March, 2018

as per Companies Act, 2013 & Rules made thereunder.(Rs. in Lacs)

a. From Shareholders 2737.63b. From Public # 0.15

TOTAL 2737.78# Balance of Deposits accepted from Public under Companies Act, 1956.• The deposits accepted upto 31st March, 2018 and interest thereon will be repaid to the depositors on the date of

maturity.e. Terms of raising of deposits :

i. The Company will accept Unsecured Fixed Deposit from its Shareholders only, on the following terms and conditions :MONTHLY INCOME - SCHEME A

REGULAR INCOME - SCHEME B (INTEREST COMPOUNDED MONTHLY) Deposit Amount Period Interest (p.a.) Interest Option Annualized Yield* p.a.

12 months 7.50% Quarterly 7.54%7.50% Half-Yearly 7.61%

Minimum amount of Rs.1,50,000/- 24 months 8.00% Quarterly 8.05%and in multiples of Rs.5,000/- 8.00% Half Yearly 8.13%

8.00% Yearly 8.30%36 months 8.50% Quarterly 8.56%

8.50% Half Yearly 8.65%8.50% Yearly 8.83%

Deposit Amount Period Interest (p.a.) Annualized Yield* p.a. Minimum amount of Rs.2,00,000/- 12 months 7.50% 7.50% and in multiples of Rs.5,000/- 24 months 8.00% 8.00% 36 months 8.50% 8.50%

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GROWTH SCHEME - CUMULATIVE - SCHEME C (INTEREST COMPOUNDED MONTHLY) Deposit Amount Period Interest (p.a.) Maturity Value Annualized Yield* p.a.

of Deposit ofRs. 25,000/-**

Minimum amount of Rs.1,00,000/- 12 months 7.50% Rs. 107763/- 7.76%and in multiples of Rs.5,000/- 24 months 8.00% Rs. 117308/- 8.65%

36 months 8.50% Rs. 128930/- 9.64%* Yield is based on simple interest calculation.** If tax is deductible at source, then maturity value will change.

ii. Repayment of Deposit and Interest payment will be made by a crossed “A/C Payee” cheque payable at Ahmedabad.iii. No deposit shall be repaid before the expiry of six months from the date of deposit. On deposit withdrawn after a period

of six months but before the date of maturity, the rate of interest payable shall be reduced by 1% from the rate which theCompany would have ordinarily paid, had the deposit been accepted for the period for which such deposit has run.

iv. Any brokerage paid on the deposit withdrawn prematurely and pertaining to the unexpired period will be recoveredfrom the final proceeds

v. Income Tax will be deducted at source on payment of interest in accordance with the provisions of the Income-tax Act,1961, as are in force from time to time.

vi. Acceptance/Renewals/Repayments of Fixed Deposit(s) and payment of interest will be subject to the Rules andRegulations framed from time to time by the Company.

vii. Acceptance of Deposits is subject to Ahmedabad jurisdiction.viii. The Company reserves the right to alter or amend or modify or vary any or all the terms and conditions regarding the

deposit scheme.f. Proposed time schedule mentioning the date of opening of the Scheme and the time period for which the circular

or advertisement is valid:This Scheme is applicable on the date on which the shareholders of the Company will approve the same. The Circularissued under this scheme is valid until expiry of the six months from the date of closure of Financial Year in which it isissued or until the date on which the financial statement is laid before the company in annual general meeting or, where theannual general meeting for any year has not been held, the latest day on which that meeting should have been held inaccordance with the provisions of the Act, whichever is earlier.

g. Reasons or objects of raising the deposits:To meet the financial requirement for running the business of the Company.

h. Credit rating obtained; Name of the Credit Rating Agencies, Rating obtained, Meaning of the rating obtained, Dateon which rating was obtained.N.A.

i. Extent of deposit insurance, ; Name of the Insurance Company, terms of the insurance coverage, duration ofcoverage, extent of coverage, procedure for claim in case of default etc.The Company will take insurance of deposit and interest thereon for the full amount of deposit and interest if the amountdoes not exceeding rupees twenty thousand, and in the case of deposit and interest in excess of rupees twenty thousand,the deposit insurance shall cover for payment upto Rupees twenty thousand in respect of each depositor as per therequirement of the Companies Act, 2013 and Rule made thereunder.

j. Short particulars of the charge created or to be created for securing such deposits, if any:N.A.

k. Any financial or other material interest of the directors, promoters or key managerial personnel in such depositsand the effect of such interest in so far as it is different from the interests of other persons:The Directors, Promoters and other Key Managerial Personnel of the Company does not have any financial or othermaterial interest in the aforesaid deposits and the same terms and conditions of deposits including rate of interest will beapplicable to the deposits accepted from the Directors, Promoters and Key Managerial Personnel of the Company.

3. DETAILS OF ANY OUTSTANDING DEPOSITS :a. Amount Outstanding : Rs. 2737.78 lakhsb. Date of acceptance : On various datesc. Total amount accepted : Rs. 2737.78 lakhsd. Rate of interest : As per the schemee. Total number of depositors : 1562f. Default, if any, in repayment of deposits and payment of interest thereon, if any, including number of depositors, amount

and duration of default involved:The Company has not defaulted in repayment of deposits and payment of interest thereon.

g. Any waiver by the depositors, of interest accrued on deposits : No

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4. FINANCIAL POSITION OF THE COMPANY :a & b. Profits of the company, before and after making provision for tax, for the three financial years immediately

preceding the date of issue of circular or advertisement and Dividends declared by the company in respect of thesaid three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid orinterest paid) :

c. A summary of the financial position of the company as in the three audited balance sheets immediately precedingthe date of issue of circular or advertisement:

(Rs. in lakhs)

Particulars For the year For the year For the yearended on ended on ended on

31.03.2018 31.03.2017 31.03.2016I Assets

(1) Non-current Assets(a) Property, Plant and Equipment 25,115.03 24,638.54 24,022.84(b) Capital work-in-progress 728.89 452.23 51.54(c) Investment Property 19.74 20.08 20.42(d) Intangible Assets 247.65 351.56 461.63(e) Financial Assets

(i) Investments 289.86 154.81 166.17(ii) Loans 283.60 32.21 180.25(iii) Other Financial Assets 607.62 424.11 372.50

Non Current Tax Assets (Net) - - 26.28Other Non-Current Assets 559.69 422.77 379.75Sub Total 27,852.08 26,496.31 25,681.38

(2) Current Assets(a) Inventories 9,675.35 11,958.42 9,291.56(b) Financial Assets

(i) Investments 1.73 2.97 1.83(ii) Trade Receivables 4,523.56 1,442.65 2,292.05(iii) Cash & Cash Equivalents 106.05 122.19 90.67(iv) Other Balances with Banks 211.67 212.36 236.62(v) Loans 13.99 9.03 9.02(vi) Other Financial Assets 85.63 186.82 166.76

(c) Current Tax Assets (Net) 47.15 - -(d) Other Current Assets 996.64 654.50 484.79Sub Total 15,661.77 14,588.94 12,573.30Grand Total 43,513.85 41,085.25 38,254.68

II. EQUITY AND LIABILITIES(1) Equity

(a) Equity Share Capital 718.78 718.78 718.78(b) Other Equity 16,586.97 15,229.12 13,703.82Sub Total 17,305.75 15,947.90 14,422.60

(2) LiabilitiesNon-current Liabilities(a) Financial Liabilities

(i) Borrowings 48.49 24.53 0.68(ii) Other Financial Liabilities 128.34 154.97 133.06

(b) Provisions 2,091.74 1,798.92 1,444.43(c) Deferred Tax Liabilities (Net) 698.35 678.56 578.79(d) Other Non Current Liabilities 7,099.10 3,439.56 4,528.24Sub Total 10,066.02 6,096.54 6,685.20Current Liabilities(a) Financial Liabilities

Financial Year ended Profit/(Loss) before Tax (Rs. in Lacs)

Profit/(Loss) after Tax (Rs. in Lacs)

DIVIDEND per Equity Share (Rs.)

31st March, 2016 2408.37 1435.45 Rs. 1.25/- (12.50%) 31st March, 2017 2647.24 1632.96 Rs.1.25/- (12.50%) 31st March, 2018 2223.75 1484.53 Rs.1.25/- (12.50%)

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(i) Borrowings 5,305.16 6,460.47 5,427.29(ii) Trade Payables 7,632.52 8,279.08 7,032.17(iii) Other Financial Liabilities 2,453.69 3,485.22 3,650.11

(b) Provisions 239.73 165.03 140.61(c) Current Tax Liabilities (Net) - 28.03 80.40(d) Other Current Liabilities 510.98 622.98 816.30Sub Total 16,142.08 19,040.81 17,146.88Grand Total 43,513.85 41,085.25 38,254.68

d. Audited Cash Flow Statement for the three years immediately preceding the date of issue of circular or advertisement :(Rs. in lakhs)

Particulars For the yearended on

31.03.2016A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax and Exceptional Items fromcontinuing operations 2408.37Non cash adjustments to reconcile profitbefore tax to net cash flows :Depreciation and amortisation expense 1344.50Withdrawn From Revaluation Reserve / (3.67)Loss / (Profit) on sale of Assets (28.81)Loss / (Profit) on sales of Investments (8.67)Loss / (Profit) on Partnership Firms (Net) 3.62Provision for bad debts 10.66Provision for Doubtful Advances 9.83Upfront Interest on restructuring of Loan 8.58Diminution in value of Current Investments 0.04Excess Provision written back (2.48)Dividend (0.13)Interest expenses 2144.88Interest Income (38.89)Operating Profit before working capital changes 5847.83Movements in working capital :Increase / (decrease) in trade payables 520.05Increase / (decrease) in long term provisions 16.89Increase / (decrease) in short term provisions 28.34Increase / (decrease) in other current liabilities 312.60Decrease / (increase) in trade receivable (564.19)Decrease / (increase) in inventories 334.73Decrease / (increase) in long term loans and advances 16.23Decrease / (increase) in short term loans and advances 252.15Decrease / (increase) in other current assets (13.25)Cash Generated from / (used in) Operations 6751.38Direct taxes paid (net of refunds) (386.11)Cash flow before extraordinary items 6365.27Net Prior Year Expenses 0.00Net Cash from / (used in) Operating Activities 6365.27

B CASH FLOWS FROM INVESTING ACTIVITIESPurchase of fixed assets (1258.41)Sale of fixed assets 28.97Purchase of Current Investments (1790.00)Proceeds from Sale / maturity of Investments 1798.67Investment in bank deposits (having original maturity of more than three months 33.93Interest received 54.89Dividend received 0.13Deferred Government Grant received 0.00Net Cash flow from / (used in) Investing Activities (1131.82)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Long Term borrowings 654.97Repayment of Long Term Borrowings (2649.55)

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Proceeds from Short Term borrowings 6231.30Repayment of Short Term Borrowings (7256.87)Interest paid (2185.24)Dividends paid on equity shares (71.45)Tax on equity dividend paid (14.63)Net Cash used in Financing Activities (5291.47)Net Increase/(Decrease) in cash and Cash equivalents (A+B+C) (58.02)Op. Balance of Cash and Cash Equivalents (Includes unrealized exchange difference) 313.59Cl. Balance of Cash and Cash Equivalents (Includes unrealized exchange difference) 255.57

  Major Components of Cash and Cash Equivalents as at 31.03.2016Cash and Cheques on hand 30.83Balance With BanksOn Current Accounts 39.79On Unpaid Dividend Accounts * 18.79On Fixed / Margin Money Deposit Accounts 166.16

255.57

(Rs. in lakhs)

Particulars For the year For the yearended on ended on

31.03.2018 31.03.2017A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax 2223.75 2677.57Adjustments for:Depreciation and amortisation expense 1598.38 1483.34Profit/(Loss) on sale of fixed assets (net) 2.83 (15.82)Profit on sale of Investments 0.00 (2.77)Excess Provision written back (99.91) (126.75)Gain on Fair Value of Current Investment 1.24 (1.15)Diminuition written back of Non Current Investments (135.04) 0.00Dividend income 0.00 (0.13)Interest Income (60.54) (56.95)Amortisation of ancilliary borrowing costs 0.00 1.37Interest and Other Borrowing Cost 1522.19 1595.62Provision for Doubtful Debts 3.29 8.45Provision for Doubtful Advances (1.10) 19.49Bad Debts written off 13.41 0.00Advances written off 0.00 23.65Share of Loss of Partnership Firm (4.33) 150.31

2840.42 3078.66Cash generated from operations before Working Capital Changes 5064.17 5756.23Movement in Working Capital:(Increase)/Decrease in Inventories 2283.07 (2666.86)(Increase)/Decrease in Trade Receivables, Financial Assets, Other assets andLoans given (3659.22) 534.02Increase/(Decrease) in Trade Payable, Financial Liabilities, Other Liabilitiesand Provisions (1373.41) 1362.73Cash generated from operating activities (2749.56) (770.11)Direct Tax paid (511.78) (670.23)Net Cash Flow from operating activities 1802.83 4315.89

B CASH FLOWS FROM INVESTING ACTIVITIESLoan to Subsidiary (250.00) -Purchase of Property, Plant & Equipment (2268.77) (2405.47)Sale of Property, Plant & Equipment 18.70 31.96Purchase of Current Investments 0.00 (1300.00)Sale of Investment 0.00 1314.12Interest received 60.54 56.95Dividend received 0.00 0.13Net Cash flow used in Investing Activities (B) (2439.53) (2302.31)

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C CASH FLOW FROM FINANCING ACTIVITIESProceeds from non current borrowings 5735.45 931.61Repayment of non current Borrowings (2329.25) (2243.09)Repayment of current Borrowings (Net) (1155.31) 1033.18Interest paid (1522.19) (1595.62)Dividend paid (including tax on dividend) (108.14) (108.14)Net Cash used in Financing Activities (C) 620.56 (1982.06)Net Increase/(Decrease) in cash and Cash equivalents (A+B+C) (16.14) 31.52Opening Balance of Cash and Cash Equivalents 122.19 90.67Closing Balance of Cash and Cash Equivalents 106.05 122.19Net Increase/(Decrease) in cash and Cash equivalents (16.14) 31.52Major Components of Cash and Cash Equivalents as at March 31,2018 March 31,2017Cash and Cheques on hand 18.70 17.57Balance With BanksOn Current Accounts 87.35 69.62On Fixed / Margin Money Deposit Accounts - 35.00Total 106.05 122.19

e. Any change in accounting policies during the last three years and their effect on the profits and the reserves of thecompany.The financial statements have been prepared in accordance with Ind AS notified under the Companies (Indian AccountingStandards) Rules, 2015 read with Section 133 of the Companies Act, 2013.Upto the year ended March 31, 2017, the Company prepared its financial statements in accordance with generally acceptedaccounting principles in India, including accounting standards read with Section 133 of the Companies Act, 2013 notifiedunder Companies (Accounting Standards) Rules, 2006 (“Previous GAAP”). These are the Company’s first Ind AS financialstatements. The date of transition to Ind AS is April 1, 2016.There is no material effect on the profits and reserves of the Company due to change in accounting policies.

5. A DECLARATION BY THE DIRECTORS THAT-a. the company has not defaulted in the repayment of deposits accepted either before or after the commencement of the Act

or payment of interest there on;b. the board of directors have satisfied themselves fully with respect to the affairs and prospects of the company and that they

are of the opinion that having regard to the estimated future financial position of the company, the company will be able tomeet its liabilities as and when they become due and that the company will not become insolvent within a period of one yearfrom the date of issue of the circular or advertisement;

c. the company has complied with the provisions of the Act and the rules made thereunder;d. the compliance with the Act and the rules does not imply that repayment of deposits is guaranteed by the Central Government;e. the deposits accepted by the company before the commencement of the Act have been repaid or will be repaid along with

interest on due dates and until they are repaid, they shall be treated as unsecured and ranking pari passu with otherunsecured liabilities.

f. In case of any adverse change in credit rating, depositors will be given a chance to withdraw deposits without any penalty.g. the deposits shall be used only for the purposes indicated in the Circular or circular in the form of advertisement;h. the deposits accepted by the company (other than the secured deposits, if any, aggregate amount of which to be indicated)

are unsecured and rank pari passu with other unsecured liabilities of the company.

Place : Ahmedabad By Order of the Board of DirectorsDated : 11th August, 2018 For VADILAL INDUSTRIES LIMITED

RAJESH R. GANDHI

Devanshu L. Gandhi

Deval L. Gandhi

Kalpit R Gandhi

Jignesh J. Shah

Chetan Tamboli

Vijay R Shah

Malay Mahadevia