DIRECTOR'S REPORT

Dear Share Holders,

Your Directors have the pleasure in presenting their 29th Annual Report together with Audited Accounts of the Company
for the year ended 31st March 2023.

FINANCIAL RESULTS:

1) REVIEW OF THE OPERATIONS OF SUGAR MILL
a) Sugar Mill

Sugar Mill commenced crushing operations for the season 2022-23 on 20-11-2022 and closed on 22-04-2023.
The comparative operational results over the last two seasons are as follows:

b) Distillery

The Distillery unit has achieved a turnover & other income of Rs. 36172.25 lacs and production details are as under:
Country Liqour

The Distillery has produced 58,40,450 cases of Malta, 9121 cases Marshal Rum under Country liquor category
during the year 2022-23.

The brands of the distillery i.e. Malta 50 Degree proof & other brands continue to be well accepted by the people and
have become popular brand in the State of Haryana.

Indian made foreign liqour (IMFL)

The Company has produced 8315 cases of Golden Wings whisky,49371 cases of Whistler Whisky , 3912 cases of
Kamet (Single Malt Whisky ) ,15145 cases of Indri Trini (Single Malt Whisky), 253 cases of Camikara Rum and 432
cases of Royal Highland Whisky under the Indian Made Foreign Liquor (IMFL) category. The company is under
process of making more Indian made foreign liquor (IMFL) products /brands.

The company has received overwhelming response for Kamet (Single Malt Whisky) & Indri Trini (Single Malt
Whisky) from domestic & international markets.

The company has also produced 27.85 quintals of CO2 Gas.

c) Malt Plant

The 10 Kilo Liters per Day Malt Plant to produce Malt Spirit made from Barley is running perfectly. The quality
of Malt Spirit produced thereat is of very high standards. The unit has produced 24,85,331.18 bulk liters of
Malt Spirit during the year 2022-23.

d) Ethanol

During the year the company has produced 3663949.37 bulk liters of Ethanol from Grain/ENA which has
been supplied to various oil manufacturing companies.

2. STANDALONE RESULTS:

Your Directors are pleased to state that the year under review ended with the total income of the Company on
standalone basis at Rs.63634.75 lacs with a Profit before Tax (PBT) of Rs.3464.67 lacs against the income
of Rs 57610.33 lacs and Profit before Tax of Rs. 4146.88 lacs in the previous year. Your Company is
continuously putting efforts to increase margins by increasing sales on high margin products and product
mix optimization. This has resulted in better margins in the sale of products in the distillery division.

3. CONSOLIDATED RESULTS

The Consolidated financial statements of the company for the year ended on 31st March 2023 comprises the
Standalone Financial Statements of company and its associates (together referred to as “the group”)

The Consolidated revenue of the company during the year under review was Rs. 63634.75 lacs with a Profit
before Tax of Rs. 3325.56 lacs against Rs. 57610.33 lacs and profit before tax of Rs. 4134.51 lacs in the
previous year.

4. DIVIDEND

Your Directors are pleased to recommend a dividend@ 2% i.e. Rs. 0.20 pasie per Equity Share of face value
of Rs.10/- each for the Financial Year ended 31.03.2023.

5. EXPANSION PLANS

Your company has purchased 937000 ordinary Shares of GBP 1 i.e. entire Share capital in M/s Portavadie
Distillers & Blenders Limited at United Kingdom to establish a distillery in Scotland to make an entry in
distillery segment of foreign markets.

Your company is also planning to establish a distillery of 210 KLPD in the state of Chhattisgarh and is in
process of making necessary applications to the concerned authorities. The company has also purchased
land at village Beltukari and Village Bhoring, Tehshil- Mahasamund, Dist- Mahasamund, Chhattisgarh for its
green field distillery project.

The Trial runs for the commercial production of Distillery unit on the enhanced capacity i.e from 90 KLPD to
150 KLPD have already started.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31,2023 stood at Rs 94.33 Crore consisting of 94339280
equity Shares of Rs.10/- each. During the year under review, the company has not issued Shares or
convertible securities or Shares with differential voting rights nor has granted any stock options or sweat
equity or warrants.

7. SUBSIDIARY/ASSOCIATE COMPANY

The Company has two subsidiary as per following details:

S.No Name of Company Date of Incorporation

1 Portavadie Distillers & Blenders Limited 30/04/2021

2 Six Trees Drinks Private Limited 25/03/2023

Associate Company

The Company has one associate at the end of the financial year i.e. M/s. Piccadily Sugar and Allied
Industries Limited, Pursuant to provisions of Section 129 and other applicable provisions of the Act read with
Rules made there under, the performance and financial position of the subsidiaries/associate company are
annexed in Form AOC-1 and marked as “Annexure-C” to the Annual Financial Statements.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL

(a) Independent Directors

As on 31st March, 2023 the company has two Independent Directors on its board. The Independent
Directors have submitted their declartion to the Board that they fulfill all the requirements as to qualify as an
independent director under section 149 (6) of the Companies Act 2013 & 16 (1) (b) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015.

(b) Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of
the Company, Ms. Heena Gera (Din no. 08644677) Director of the Company retires by rotation at the
ensuing Annual General Meeting and being eligible for re-appointment.

(c) Appointment/Re-appointment/ Cessation of Directors

Mr. Harvinder Singh Chopra (Din no. 00129891) re-appointed as Managing Director of the Company w.e.f
2nd August, 2023 for a period of one year till 1st August 2024 subject to the approval of shareholders in the
forthcoming Annual General Meeting.

Mr. Dharmendra Kumar Batra (Din no. 07947018) re-appointed as Whole time Director of the Company
w.e.f 29th June, 2023 for a period of one year till 28th June 2024.subject to the approval of shareholders in
the forthcoming Annual General Meeting.

Ms. Heena Gera (DIN No. 08644677) who retires by rotation and being eligible offers herself for re¬
appointment.

Mr. Sunder Lal (Din no.00003704) Director has resigned as Independent Director on 18th April, 2022 due to
his personal assignment and there is no other reasons.

Mr Rajeev Kumar Sanger (Din No 08178395) has been appointed as an Independent Director on 29th June
2022 till 28th June 2027 for a period five years.

(d) Number of meetings of Board of Directors

During the year under review 13 (Thirteen) meetings of the Board of Directors were held to transact the
business of the company. The time gap between the two consecutive meetings was not exceeding 120 days.
Details of the Board meetings including attendance of Directors at these meetings are provided in the
Corporate Governance Report annexed to this report.

(e) Board Evaluation

The Board has carried out an annual evaluation of its own performance, performance of its committees, and
individual Directors as required under the provisions of the Act and the Corporate Governance requirements
as prescribed by SEBI (LODR) Regulations 2015

(f) Details of Familiarization Programme

The details of the programme for familiarization of independent directors with the company, their roles,
rights, responsibilities in the company, nature of industry in which the company operates and related matters
are posted on the website of the company at www.picagro.com.

(g) Committees of Board

Pursuant to requirement under Companies Act, 2013 & Listing Regulations the Board has constituted the
following committees :

a) Audit Committee

b) Stakeholder Relationship Committee.

c) Nomination & Remuneration Committee

d) Corporate Social Responsibility committee.

The details of committees viz composition , number of meeting held & attendance of committee members in
the meeting are given in Corporate Governance Report forming part of Annual Report.

(h) Key Managerial Personnel

During the financial year ended March 31,2023 the following persons are the Whole Time Key Managerial
Personnel (KMP) of the Company in term of provision of section 203 of the Companies Act, 2013.

9. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which requires the Statutory Auditors to report
to the Audit Committee and/or board under section 143(12) of act and rules framed there under.

10. STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the company is presented as part of Management Discussion and Analysis Report in a
separate section forming part of this report, as required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

11. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial position of the company subsequent to the close of the
financial year 2022-23 till the date of report.

12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the regulators or Courts or Tribunal which would impact
the going concern status of the company and its future operation. However, Members attention is drawn to
the statement on Contingent Liabilities and commitments in the notes forming part of the financial statement.

13. DEPOSITS

Your company has not accepted any deposits from the public during the year. Further there is not any non¬
compliance of Chapter 5 of Companies Act 2013 and rules framed there under.

14. RISK MANAGEMENT

The Company has a Risk Management Committee to identify, assess, monitor and mitigate various risks to
key business objectives. Major risks identified are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of
the Company.

15. LISTING WITH STOCK EXCHANGE

The Company’s share continues to be listed at the BSE Limited (BSE). The Annual Listing fee for the
financial year 2023-24 has already been paid.

16. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

The Company has adopted a Remuneration Policy for executive and non-executive directors and persons
who are appointed in Senior Management and Key Managerial positions and to determine their
remuneration. The remuneration policy is placed on the Company’s website at www.picagro.com

17. AUDITORS & AUDIT REPORT

a. Statutory Auditors

M/s Jain & Associates, the Statutory Auditors of the company were appointed by the members at the
28th Annual General meeting of the company for an initial term of 5 years i.e. from the conclusion of
28th Annual General Meeting till the conclusion of 33rd Annual General meeting of the company
pursuant to section 139 of the Companies Act 2013.They have confirmed that they are not disqualified
from continuing as Auditors of the company.

The Auditors Report does not contain any qualification, reservation or adverse remark. The Notes on
Financial statements referred to in the Auditors report are self-explanatory and do not call any further
comments.

b. Secretarial Auditors

Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies
(Appointment and remuneration of Managerial Personnel) Rules 2014 the Board has appointed Mr.
Prince Chadha, Practicing Company Secretary as Secretarial Auditors of your company for the
financial year 2023-2024.

The Secretarial Audit report for the financial year 2022-23 is annexed to this report as “Annexure-A”.

The Auditors Report does not contain any qualification, reservation or adverse remark.

c. Cost Auditors

The Board of Directors upon recommendation of the Audit committee appointed Mr. Sanjeev .K.
Bansal, Cost Accountant as the Cost Auditor of the company to conduct cost audit for its Sugar &
Distillery unit the financial year 2023-2024.M/s Sanjeev K Bansal & Associates, Cost Accountants, firm
Registration no 103128 has submitted a certificate of eligibility for appointment

In accordance with the provisions of section 148 of the Act read with the Companies (Audit & Auditors)
Rules, 2014, the remuneration payable to the Cost Auditors has to be ratified by the shareholders of the
company. Accordingly consent of members is sought in the ensuing Annual General Meeting.

18. AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

Particulars of the amounts proposed to be carried to reserves have been covered as part of the financial
performance of the company.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

As required under Section 134 (3)(m) of the Companies Act 2013 read with rule 8 of the Companies
(Accounts) Rules 2014, the information relating to the conservation of the energy, technology absorption and
foreign exchange earnings and outgo, is annexed and forms part of the report as per “Annexure-B”.

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Board has framed a Policy on related party transactions and placed the same on the Company’s
website. The related party transactions between the Company and the Directors, Key Management
Personnel, the subsidiaries, or the relatives have been disclosed in the financial statements in Notes to
Financial Statements and compliance of Section 188(1) of the Act have been duly made wherever
applicable.

21. PARTICULARS OF LOANS, GUARANTEES OR 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, and however there is no transaction
during the year.

22. INTERNAL CONTROLS

The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems and
suggests improvements to strengthen the same. The Management Information System of the Company is
an integral part of the control mechanism.

The Audit Committee, Board of Directors, Statutory Auditors and the Business Heads are periodically
apprised of the internal audit findings and the corrective actions taken.

Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and
corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain
its objectivity and independence, the Internal Auditor has an access to the Chairman of the Audit Committee.

23. CHANGE IN THE NATURE OF BUSINESS

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

24. EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the Annual
Return for FY 2022-23 is uploaded on the website of the Company and the same is available at
www.picagro.com.

25. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE-CSR REPORT

(CSR) Policy has been posted on the website at www.picagro.com. In compliance with the disclosure about
CSR Policy Rules, 2014. During the year under review, the Company was required to spend Rs. 39,98,717/-
on CSR activities. The Company has spent Rs. 43,15,918/-. The amounts have been spent on distribution of
Tiranga distribution, Blood donation camp & medicine, donation of sewing machine & cycles, donation of
ambulance and charitable donation. The detailed report as per Section 135 of the Companies Act, 2013 read
with the Companies (CSR Policy) Rules, 2014 has been attached as Annexure E.

26. ENVIRONMENT / POLLUTION CONTROL, HEALTH AND SAFETY:

A clean environment and safe operations has always been top priority of the management. Safety of all
employees, compliances of environmental regulations and preservation of natural resources are regularly
monitored. The effluent and emissions from the plants are regularly monitored and treated. The company
has also installed Zero Liquid Discharge (ZLD) facilities.

27. CEO/CFO CERTIFICATION:

In terms of the SEBI (Listing obligation and disclosures requirement) 2015, the Certificate duly signed by Mr.
Harvinder Singh Chopra, Managing Director & Mr Balinder Kumar, Chief Financial Officer (CFO) of the
Company was placed before the Board of Directors along with the annual financial statements for the year
ended on March 31,2023, at its meeting held on 26th May 2023. The said Certificate is also annexed to the
Corporate Governance Report.

28. MANAGEMENT DISCUSSION AND ANALYSIS & CORPORATE GOVERNANCE& POLICIES

Pursuant to regulation 34 (3) of SEBI (Listing obligation and disclosure requirements) 2015.Management
discussion and Analysis, Corporate Governance Report and Auditors certificate regarding compliance of
conditions of corporate governance are made part of the Annual Report as per “Annexure-G”.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and
disclosures requirement) 2015 has adopted policies such as Related Party Transaction, Corporate Social
Responsibility Policy, Whistle Blower , Vigil Mechanism policy etc. These policies are available on the
website of the company and can be viewed on www.picagro.com.

Your board has in accordance with the requirements of Companies Act 2013 & SEBI (Listing obligation and
disclosure requirements) 2015, has formed Nomination & Remuneration Committee, Corporate Social
Responsibility Committee, Audit Committee & Stakeholders relationship Committee is given in “Annexure-
G”.

29. WHISTLE BLOWER / VIGIL MECHANISM POLICY

Whistle Blower / Vigil Mechanism policy regulation 22 of the Listing regulations and subsection (9 & 10) of
section 177 read with rule 7 of the companies (Meetings of Board & its powers) Rules, 2014, inter-alia,
provides, for all listed companies to establish a Whistle Mechanism called ''whistle blower policy'' for
Directors & employees to report genuine concerns about unethical behavior, actual or suspected fraud or
violation of the company’s code of conduct or ethics policy.

As a conscious & vigilant organization, the company believes in the conduct of the affairs of it constituents in
a fair & transparent manner, by adopting the highest standards of professionalism, honesty, integrity &
ethical behavior. In its endeavor to provide its employee a secure & fearless working environment, the
company has established the 'Whistle Blower Policy'.

The Whistle Blower Policy and establishment of Vigil Mechanism have been appropriately communicated
with in the company.. The purpose of the policy is to create a fearless environment for the Directors &
employees to report any instance of unethical behavior, actual or suspected fraud or violation of the
company’s code of conduct or ethics policy. It protects Directors & employees can raise a concern about
serious irregularities within the company.

During the year, the company has not received any complaint under Vigil mechanism / whistle blower policy.

30. INSURANCE

The Company has taken adequate Insurance policies for its assets against the possible risks like fire, flood,
public liability, marine etc.

31. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSED ACT 2013)

Your company is committed in creating & maintaining a secured work environment where is its employees, agents
vendors & partners can work and pursue business together in an atmosphere free of harassment, exploitation &
intimidation. To empower women & protect woman against sexual harassment a policy for prevention of sexual
harassment had been rolled out & internal complaints committee as per legal guidelines had been setup. This
policy allows employees to report sexual harassment at the work place. The internal committee is empowered to
look into all complaints of sexual harassment& facilitate free & fair enquiry process with cleat timelines .The
policy on prevention of sexual harassment is also posted on the website of the company.

During the year ended 31st March 2023, No complaints pertaining to sexual harassment was received by the
company.

32. EMPLOYEES AND INDUSTRIAL RELATIONS

The Board of Directors and the Management are extremely thankful to all the employees for their
commitment, competence and dedication in the affairs of the Company. The relation between the
management and employees are transparent, healthy and cordial.

The Board of Directors are pleased and place on record its appreciation for all categories of employees for
their sincere efforts and the sense of belongingness and commitment towards the Company.

Further, particulars of employees pursuant to Rule 5(2) & (3) of the above Rules, form part of this Report.
However, in terms of provisions of Section 136 of the Act, the Report and Accounts are being sent to all the
Members of the Company and others entitled thereto, excluding the said particulars of employees. The said
information is available for inspection at the Registered Office of the Company during business hours on
working days up to the ensuing AGM. Any Member interested in obtaining such particulars may write to the
Company Secretary.

33. DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134 (3) (c) and section 134(5) of the Companies Act 2013, your
Directors hereby report that:

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

b) The Directors had selected such accounting policies and applied them consistently and made
judgment and estimates that are reasonable & prudent so as to give true and fair view of the state of
affairs of the Company at the end of the financial year and of the Profit & Loss of the Company for the
said period.

c) The Directors have 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 have prepared the Annual Account ongoing concern basis.

e) The Directors in the case of a listed company had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating effectively.

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.

34. SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

35. INSOLVENCY AND BANKRUPTCY CODE UPDATE

No application has been made / No proceeding is pending under the Insolvency and Bankruptcy Code, 2016
during the year under review.

36. VALUATION FOR ONE TIME SETTLEMENT WITH BANK AND FINANCIAL INSTITUTION:

The Company has not made any valuation for one-time settlement with banks and financial Institution.
Hence, there is no reason for elaboration on the said aspect.

37. DEMAT SUSPENSE ACCOUNT

The company has not transfer any equity share(s) to Demat Suspense Account during the year.

38. APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the
company and their gratitude to the company’s valued customers, farmers, bankers, vendors, for their
continued support and confidence in the company.

For Piccadily Agro Industries Limited

Sd/- Sd/-

Date: 17/08/2023 (Akhil Dada) (Harvinder Singh Chopra)

Place: Chandigarh Chairman Managing Director

DIN No. 02321706 DIN No. 00129891