Adf Foods - Outcome Of Board Meeting

Adf Foods Ltd has informed that the Board of Directors of the Company at its meeting held on October 13, 2007, inter alia, has taken in the following decisions:

1. The Board approved allotment of shares to the shareholders of Lustre Investment Pvt Ltd under the Scheme of Arrangement between Lustre Investment Pvt Ltd and the Company as per the swap ratio and listing of the said shares on the stock exchange.

2. The Board approved investment by Schroder Credit Renaissance Fund Ltd., USA and by Schroder Credit Renaissance Fund L. P., USA (Private Equity Investors) in the Companys shares to the extent of Rs 18.55 crore and allotment of 26,50,000 shares of Rs 10/- each to be issued at Rs 70/- each under preferential issue subject to obtaining shareholders approval at an Extraordinary General Meeting to be convened and to list the said shares on the stock exchange. The Board severally authorized Mr. Bimal Thakkar, Executive Director and Mr. Ashok Thakkar, Executive Director to finalise the terms of the Definitive Agreement to be executed with the Investor and also to execute the same on behalf of the Company.

3. The Board approved issue of 15 lakh warrants (1 warrant translating into 1 Share) to the promoters and / or their relatives and friends and Independent Directors of the Company. These warrants shall be exercisable at a price, which will be the price at which the Private Equity Investors as mentioned above subscribe to shares of the Company at any time within a period of 18 months after the funding, as per applicable Law.

4. The Board approved to increase the authorised share capital of the Company from Rs 16 crore to Rs 25 crore subject to obtaining shareholders approval at an Extraordinary General Meeting to be convened.