The Board of Directors are pleased to present its Fourteenth (14^th) Annual Report together with an audited statement of accounts of the Company for the year ended 31^st March 2024.

FINANCIAL HIGHLIGHTS

Your company is the first of its kind in the south of India manufacturing Dairy Products namely Milk Protein Concentrate (MPC), Skimmed Milk Powder (SMP), Whey Powder (WP), and Casein, Sodium Caseinate, Fat Filled Powder etc. The financial results for the year ended 31st March,2024 and the corresponding figures for the last year are as under: -

f? in lakhs!

1. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the Financial Year 2023-24 have been given hereunder:

? The Total Revenue from operations of the Company during the financial year 2023-24 was Rs. 8,555.84 Lakhs against the revenue from operations of Rs. 8,199.34 Lakhs in the previous financial year 2022-23.

? The Net Profit/(Loss) before tax for the year under review at Rs. 766.37 Lakhs was more than the profit in the previous year of Rs. 516.67 Lakhs.

? The Net Profit/(Loss) after tax for the year under review at Rs. 874.04 Lakhs was more than that of profit in the previous year of Rs. 516.67 Lakhs. The Earning Per Share (EPS) of the company is Rs. 5.70 per share.

2. CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of your Company.

3. ALTERATION OF AOA OF THE COMPANY

During the Financial Year 2023-24, the company has altered the Articles of Association of the Company at its Extraordinary General Meeting held on 29 December 2023 and same has been approved by the members of the company.

4. DIVIDEND AND RESERVES

The Board of Directors do not recommend dividend to its shareholders for the financial year ended on March 31, 2024 keeping in view of further requirement of the funds for growth. The Company does not propose to transfer any amount to reserves.

5. SHARE CAPITAL

There was a change in the company’s authorized subscribed, issued and paid-up share capital during financial year 2023-24. As on March 31, 2024 the Company’s authorized share capital was Rs. 25,00,00,000 divided into 2,50,00,000 equity shares of face value Rs. 10/- each and subscribed, issued and paid-up share capital was Rs. 17,97,79,280 divided into 1,79,79,280 Equity Shares of face value Rs. 10/- each.

After the closure of the reporting period, your Company successfully completed its Initial Public Offer (‘IPO) of 64,50,000 equity shares of face value Rs. 10 each for cash price of Rs. 54 per share including a premium of Rs. 44 per share aggregating to Rs. 34,83,00,000.

The Company’s shares are compulsorily tradable in electronic form. As on the date of this report, entire (i.e. 100%) paid up capital are in dematerialized form.

6. DEMATERIALISATION OF SHARES:

As on 31^st March, 2024, all Equity Shares of the Company are held in dematerialized form except for the 12,63,280 Physical Shares. The breakup of the Equity Shares held in dematerialized and physical form as on 31^st March, 2024, is as follows:

The Company’s ISIN is INE0S6R01027, and Registrar and Share Transfer Agent is M/s. Link Intime India Pvt Ltd, Mumbai.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report ("MD&A") for the FY 2023-24, has been presented in a separate section forming part of this Annual Report as Annexure I.

8. EXTRACT OF ANNUAL RETURN

A copy of the annual return for financial year 2023-24 is placed on the website of the Company at www.ennutrica.com under investor section, under Annual Report sub-section, prepared in accordance with the provisions of the Companies Act, 2013 with the information available up to the date of this report, and shall be further updated as soon as possible but no later than sixty days from the date of the Annual General Meeting.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

After the closure of the reporting period, your Company successfully completed its Initial Public Offer (‘IPO) of 64,50,000 equity shares of face value Rs. 10 each for cash price of Rs. 54 per share including a premium of Rs. 44 per share aggregating to Rs. 34,83,00,000.

The Equity Shares of Dindigul Farm Product Limited have been listed on Bombay Stock Exchange with effect from June 27, 2024, in the SME segment.

Other than the above, there is no other Material Changes and Commitments, affecting the financial position of the company which have occurred between the end of the financial position of the company which have occurred between the end of the financial year of the company of the company to which the financial statements relate and the date of the report.

10. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 15 (Fifteen) times during the year under review. The gap between two board meetings was within the time prescribed under the Act.

The Company, being listed under SME segment, the provisions relating to Corporate Governance and number of memberships in committees are not applicable.

11. DECLARATION FROM INDEPENDNET DIRECTORS

All independent directors have, at the first meeting of the Board, furnished declarations in accordance with the provisions of Section 149(7) of the Companies Act, 2013, regarding meeting the criteria of independence laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not made any loan, guarantee as per section 186 of the Companies Act, 2013 during the financial year 2023-2024.

The Company has entered into Energy Wheeling Agreement with GK wind farms under group captive scheme. As per the CERC, companies entering in to Energy Wheeling Agreement under group captive scheme must hold 26% Equity in the generating company. In line with the said requirement, the Company has invested Rs. 2.6 Lakhs in G.K. Wind Farm

13. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted Vigil Mechanism Policy. The Vigil Mechanism Policy aims for conducting the affairs of the Company in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

14. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

c) they have 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 as at March 31, 2024 and of the profits of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records

in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the Annual Accounts of the Company on a going concern basis;

e) they have laid down adequate internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

15. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Company has in place adequate policies and procedures for ensuring the orderly and effective control of its business, including adherence to the Company’s policies, safeguarding its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. Effectiveness of internal financial controls is ensured through management reviews, controlled selfassessment and independent testing by the internal auditor.

16. PREVENTION OF INSIDER TRADING CODE

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at: https://www.ennutrica.com

17. MANAGING DIRECTOR & CFO CERTIFICATE

In accordance with the provisions of Regulation 17(8) of the SEBI Listing Regulations, certificate of Managing Director and Chief Financial Officer in relation to the Financial Statements for the year ended 31 March 2024, is part of the Annual Report as Annexure II

18. RISK MANAGEMENT

With regard to the risk management policy, the risks associated with the Company’s business are regularly discussed by the Board of Directors during board meetings. Furthermore, the Company is not required to have a separate risk management policy.

19. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions which were entered into during the Financial Year 2023-24 were at arm’s length basis and in the ordinary course of business. Further, details of material related party transactions as required to be provided in format of AOC-2 pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) of the Companies Act, 2013 form part of the Annual Report.

20. AUDITOR

a) Statutory Auditors and their report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014,

Mr. R. Kannan, Chartered Accountant, Dindigul, was appointed as the Statutory Auditor of the Company in the Annual General Meeting of the Company held on 30^th September,2019 to hold the office upto the conclusion of the Annual General Meeting to be held in the financial year 2023-2024. However, Mr. R. Kannan, Chartered Accountant vide its letter dated 18th November 2023 resigned as the Statutory Auditors of the Company citing the reasons that the Auditor has preoccupation in other professional assignment.

Based on the recommendations of the Board of Directors, at its meeting held on 18th November 2023 noted and accepted the resignation of Mr. R. Kannan, Chartered Accountant. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 18th November 2023 appointed M/s Venkatesh & Co, Chartered Accountants (Firm Registration Number: 004636S) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of Mr. R. Kannan, Chartered Accountant. As required by Section 139(8) of the Companies Act, 2013, the appointment is also approved at its Extraordinary General Meeting held on 01^st December, 2023.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved re-appointment of M/s Venkatesh & Co, Chartered Accountants (Firm Registration Number: 004636S) as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the ensuing 14^th AGM till the conclusion of the 19^th AGM to be held in the year 2029 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

b) Secretarial Auditor and their report

Pursuant to the provisions of Section 179 and 204 of the Act, the Board had appointed Mr S Muthuraju, Company Secretary as Secretarial Auditor of the Company who have undertaken Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditor is enclosed herewith vide Annexure III of this Report. The Secretarial Audit Report does not contain any qualification, reservation, observation or adverse remarks.

The Board, on the recommendation of Audit Committee, has approved the reappointment of Mr S Muthuraju, Company Secretary as Secretarial Auditor of your Company for the financial year 202425.

c) Internal Auditor

The Board appointed M/S VSSR & CO., Chartered Accountants (Firm Regn No 016495S), as the Internal Auditor of the Company for the Financial Year 2024-2025

21. SECRETARIAL STANDARDS

The Company is in compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

22. CORPORATE GOVERANANCE

As per the Guidelines and direction of the SEBI and Stock Exchange accordingly the Company has been adhering to the directions and guidelines, as required and if applicable on the company’s size and type. (Pursuant to Regulations 15(2) of SEBI (LODR) Regulations 2015, the compliance with Corporate Governance provisions as specified in regulations 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply to the listed entity which has listed its specified securities on BSE under SME Platform. Therefore, the Corporate Governance Report is not applicable to the Company, hence Corporate Governance Report do not form part of this Report).

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

The details of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this Annual Report as Annexure IV

24. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 of the Act, read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (as amended) the Board has constituted a Corporate Social Responsibility ("CSR") Committee. The composition, terms of reference of the CSR Committee.

25. PUBLIC DEPOSITS

Your Company has not accepted any deposits falling within the meaning of Chapter V of the Companies Act, 2013 read with the Rule 8(5)(v) of Companies (Accounts) Rules 2014, during the financial year under review.

26. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board of Directors is duly constituted with an optimum combination of Executive and NonExecutive Directors, Independent Directors.

• Board of Directors and KMPs:

In the opinion of the Board, all the Independent Directors possess requisite qualifications, experience, expertise including the Proficiency and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

• Appointment / Cessation of Directors / KMPs:

During the Financial Year 2023-2024, the following changes took place in the board composition

Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof Mrs. Rajadharshini Rajasekaran (DIN: 03161629) and Mr Ravi Rajappan (DIN: 01969263), NonExecutive Directors, retires by rotation at the Annual General Meeting and being eligible, offers themselves for re-appointment.

The Board recommends the re-appointment of Mrs. Rajadharshini Rajasekaran and Mr Ravi Rajappan.

A brief profile of Mrs. Rajadharshini Rajasekaran and Mr Ravi Rajappan is provided in the accompanying Notice convening the AGM.

27. COMMITTEES OF THE BOARD

The Board of Directors has constituted following Committees, and their details are hereunder:

A. AUDIT COMMITTEE

As per provision of Section 177 and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Audit Committee.

The detailed composition of the members of the Audit Committee at present is given below:

B. NOMINATION AND REMUNERATION COMMITTEE

As per the provision of Section 178, Schedule V and other applicable provisions of Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Nomination and Remuneration Committee.

The detailed composition of the members of the Nomination and Remuneration Committee at present is given below:

C. STAKEHOLDER’S RELATIONSHIP COMMITTEE

As per provision of Section 178 sub-section (5) and other applicable provisions of Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board has constituted Stakeholder Relationship Committee.

The detailed composition of the members of the Stakeholder Relationship Committee at present is given below:

D. CORPORATE SOCIAL RESPONSIBILITIES COMMITTEE

As per provision of Section 135 sub-section (1) and other applicable provisions of Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted Corporate Social Responsibility Committee of Directors inter-alia, to oversee the Corporate Social Responsibility (CSR) and other related matters as referred by the Board of Directors and discharges the roles as prescribed under Section 135 of the Companies Act, 2013.

The detailed composition of the members of the Corporate Social Responsibility Committee at present is given below:

28. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Pursuant to provisions of Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee carried out evaluation of every director’s performance and the Board has carried out formal annual evaluation of its own performance and that of its Committees and individual directors has been made. Further, the evaluation of the independent directors was carried out by the entire Board, excluding the director being evaluated.

The directors were satisfied with the evaluation results, which reflect the overall engagement of the Board and its Committees and on the basis of the report of the said evaluation, the present term of appointment of independent directors shall be continued with the Company.

29. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Disclosure 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 is annexed to this Annual report as Annexure V

30. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to providing a safe and conducive work environment to all its employees and associates. The Company has a policy on Prevention of Sexual Harassment at Workplace in place. The Company has constituted Internal Complaints Committee as per the sexual Harassment of Women & workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

31. OTHER DISCLOSURES

During the financial year under review:-

a) The Company has not transferred any amount to reserves.

b) There was no issue of equity shares with differential rights as to dividend, voting or otherwise.

c) There was no issue of shares (including sweat equity shares) to employees of the Company under any scheme.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

e) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

f) Except as disclosed in this report, there were no material changes and commitments which occurred after the close of the year till the date of this report, which may affect the financial position of the Company.

g) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

h) There was no instance of one-time settlement with any Bank or Financial Institution.

i) The Company does not have any shares in unclaimed suspense demat account.

32. CAUTIONARY STATEMENT

Statements in this Report and the Management Discussion & Analysis Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

33. ACKNOWLEDGEMENTS

Your Directors wish to place on record the appreciation to Central Government, State Governments and other regulatory bodies / authorities, banks, business partners, shareholders, medical practitioners and other stakeholders for the assistance, co-operation and encouragement extended to the Company. Your Directors also like to place on record the deep sense of appreciation to the employees for their contribution and services.

For and on behalf of Board of Directors For Dindigul Farm Product Limited

Sd/-

Raju Rajasekaran

Chairman and Managing Director

DIN: 01789110

Date: September 06, 2024

Place: Dindigul