The Directors have pleasure in presenting the 29th Annual Report along with the Audited Financial Statements (Standalone and Consolidated) of Dodla Dairy Limited ('the Company') for the year ended 31 March 2024 ('FY24').

For detailed analysis of the Financial, operational performance and other information please refer the Management Discussion and Analysis report forming part of this report.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2024 was T 31,254.65 Million, higher by 11.15% over the previous year's revenue of T 28,120.29 Million. The profit after tax (PAT) attributable to shareholders for FY 2024 and FY 2023 was T 1,667.36 Million and T 1,222.84 Million, respectively.

On a standalone basis, the revenue from operations for FY 2024 was T 29,069.04 Million, higher by 12.49% over the previous year's revenue of T 25,841.24 Million in FY 2023. The profit after tax (PAT) attributable to shareholders for FY 2024 and FY 2023 was T 1,538.81 Million and T 949.85 Million, respectively.

CHANGE IN NATURE OF BUSINESS

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

ALTERATION OF AOA AND MOA OF THE COMPANY

During the Financial Year 2023-24, the company has altered the Articles of Association and the Object Clause of the Memorandum of Association of the Company at 28 Annual General Meeting held on 08 July 2023 and same has been approved by the members of the company.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves for Financial Year 2023-24.

DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2023-24.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution Policy to determine the distribution of dividends

in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (the "SEBI Listing Regulations"). The said Policy is hosted on the website of the Company at:

https://www.dodladairv.com/static/investors/code-of-policv/Dividend%20Distribution%20Policv.pdf

UNCLAIMED DIVIDEND AND SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder there is no unclaimed / unpaid amounts or shares were transferred to the Investor Education and Protection Fund (IEPF).

SHARE CAPITAL

During the year under review there was no change in the authorised or paid-up share capital of the Company.

The Authorised share Capital of the Company as on 31 March 2024 is Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs. 10 each fully paid up. The Paid-up Share Capital of the Company as on 31 March 2024 is Rs. 59,49,27,350 divided into 5,94,92,735 Equity Shares of Rs. 10 each fully paid up.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on the following Stock Exchanges:

(i) BSE Limited, Phiroze JeeJeebhoy Towers, Dalai Street, Mumbai - 400 001, Maharashtra, India; and

(ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai - 400051, Maharashtra, India.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for the Financial Year 2024-25.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has 5 subsidiaries (i.e., Dodla Holdings Pte. Limited, Lakeside Dairy Limited, Dodla Dairy Kenya Limited, Country Delight Dairy Limited and Orgafeed Private Limited) and 1 associate company (i.e., Global Vetmed Concepts India Private Limited) as on 31 March 2024. There are no joint venture companies. There has been no material change in the nature of the business of the subsidiaries and associates except Dodla Holdings Pte. Limited (Added as Primary Activity: "Wholesale Of Packaging Materials" and Primary activity shifted to Secondary Activity i.e: Other Holding Companies).

The Subsidiary Companies situated in India and Outside India continue to contribute to the overall growth in revenues and overall performance of the Company.

As per the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the Financial Statements of the Subsidiary Companies/ Associate Companies/Joint Ventures in Form AOC-1 is annexed to this Board's Report as Annexure - I.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company's website and can be accessed at the Web-link: https:// www.dodladairv.com/static/investors/code-of-policv/Policv%20for%20Determining%20Material%20 Subsidiarv.pdf

EXPANSION OF SUBSIDIARIES

During the Financial Year 2023-24:

i. Orgafeed Private Limited (wholly owned subsidiary of Dodla Dairy Limited) commenced new manufacturing of cattle feed plant (04 October 2023) at Kuppam, Chittoor District, Andhra Pradesh and the capacity of the new plant is 12,000 tons per month.

ii. Country Delight Dairy Limited (wholly owned subsidiary of Dodla Dairy Limited) commenced new manufacturing of Dairy plant (22 January 2024) at P.O.Box 1446-20300, Plot No: V/80, Boiman Road, Nyahururu Town, Laikipia County, Kenya and the capacity of the new plant is 1,00,000 Liters per day.

PERFORMANCE AND CONTRIBUTION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the Financial performance of Subsidiaries, Associates and Joint Venture Companies along with their contribution to the overall performance of the Company during the Financial Year ended 31 March 2024 is appended to this Report as Annexure - II.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013.

The Consolidated Financial Statements for the Financial Year ended 31 March 2024 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website https://www.dodladairv. com/financial statements of subsidiary companies

and a copy of separate Audited Financial Statements of its Subsidiaries will be provided to shareholders upon their request.

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year 2023-24, no company ceased to be subsidiary, and associate of the company and your company does not have any joint ventures.

DIRECTORS

The appointment and remuneration of Directors are governed by the Policy devised by the Nomination, Remuneration and Compensation Committee of your Company. The detailed Nomination and Remuneration Policy on its website of the company: https://www. dodladairy.com/codes and polices

* Change in designation of Mr. Akshay Tanna from Nominee Director to Non-Executive - Non-Independent Director of the company with effect from 20 May 2023.

None of the directors of the company are disqualified under the provisions of the Companies Act 2013.

Directors retiring by rotation: Mr. Dodla Sunil Reddy, Managing Director, is liable to retire by rotation and being eligible for re-appointment at the ensuing Annual General Meeting ("AGM”) of your Company, has offered himself for re-appointment. His details as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards are contained in the accompanying Notice convening the ensuing AGM of your Company.

An appropriate resolution seeking your approval to his reappointment as Director is included in the Notice to AGM.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of the Companies Act, 2013, the following are the KMPs of the Company as on 31 March 2024:

Dodla Sunil Reddy : Managing Director (MD) Ambavaram

Madhusudan Reddy ^{: Whole time Director (WTD)}

Venkat Krishna Redd^y : _chi_ef ^five officer (CEO) Busireddy

Anjaneyulu Ganji* : Chief Financial Officer (CFO)

Mr. Murali Mohan

: Chief Financial Officer (CFO)

Raju Reddycherla**

Surya Prakash _: Company Secretary &

Mungelkar ^: Compliance officer (CS&CO)

* Mr. Anjaneyulu Ganji resigned as Chief Financial Officer w.e.f. 30 November 2023.

** Mr. Murali Mohan Raju Reddycherla was appointed as Chief Financial Officer w.e.f. 12 February 2024.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 (Five) times ((20 May 2023, 21 July 2023, 21 October 2023, 27 January 2024 and 12 February 2024) during the year under review. Details of these Board meetings are provided in the Corporate Governance Report which is Annexure X to this Report. The gap between two board meetings was within the time prescribed under the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

In terms of the requirements of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of these Committees is in compliance with the applicable laws and to ensure focused attention on business and for better governance and accountability. The Board has constituted Audit Committee, Stakeholders' Relationship Committee, Nomination, Remuneration & compensation Committee, Corporate Social Responsibility Committee and Risk Management Committee.

The Details of each of these committees outlining their composition, terms of reference and number of meetings held during FY24, are outlined in the Corporate Governance Report forming part of this Report as Annexure X.

During FY24, recommendations made by the Committees to the Board of Directors were accepted by the Board, after due deliberations.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 04 March 2024, with no participation of NonIndependent Directors or the Management of the Company, inter-alia, to discuss evaluation of the performance of NonIndependent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015.

Registration of Independent Directors in Independent Directors Databank

ALL the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test

Rampraveen Swaminathan and Taflam Puranam Raman are exempted from Online Proficiency Self-Assessment test & Dr.Raja Rathinam and Vinoda Kailas have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, the Board of Directors of the Company hereby confirms:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

(ii) the Directors 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 and of the profit of the Company for the year ended 31 March 2024.

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) he Directors have prepared the annual accounts on a

going concern basis.

(v) the Directors have laid down an adequate system of internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively. and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND OFFICERS INSURANCE (‘D&O')

As per the requirements of Regulation 25(10) of the SEBI Listing Regulations, the Company has taken Directors and

Officers Insurance ('D&O') for all its directors.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance and that of its committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution, and performance of specific duties, obligations and governance and the evaluation was carried out based on responses received from the Directors.

The evaluation is performed by the Board, Nomination, Remuneration and Compensation Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the Nomination, Remuneration and Compensation Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination, Remuneration and Compensation Committee, the performance of the Board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

FAMILIARIZATION PROGRAMMES

The Members of the Board of the Company have been provided opportunities to familiarize themselves with the Company, its Management, and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations, and the industry in which it operates.

All the Independent Directors of the Company are made

aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Key management personnel of the Company presents to the Board Members on a periodical basis, briefing them on the operations of the Company, plans, strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions on the same. In addition, the Directors are briefed on their specific responsibilities and duties that may arise from time to time.

The Statutory Auditors and Internal Auditors of the Company presents to the Audit Committee on Financial Statements and Internal Controls including presentation on regulatory changes from time to time.

The detail policy on the familiarisation programme is available on the website at www.dodladairv.com

CODE OF CONDUCT

The Company has laid down a which has been effectively adopted by the Board Members and Senior Management Code of Conduct Personnel of the Company.

The detail policy on the Code of Conduct is available on the website at www.dodladairv.com

EMPLOYEES STOCK OPTION PLAN

During the year 2018-19, your Company adopted an Employees Stock Option Plan named as "Dodla Dairy Limited Employees Stock Option Plan 2018" ("ESOP Scheme").

The options to acquire shares by way of ESOP plan shall be granted to the eligible employees who are in the permanent employment of the Company working in India or outside including directors of the Company whether whole time or not (excluding independent directors).

As per the ESOP plan 2018 dated 23 March 2018 and as amended by 1st Amendment to ESOP 2018, the aggregate number of Options which may be issued by the Company under ESOP Plan is 13,91,800 options and as per the revised grant letter dated 19 July 2018 issued by the Company under ESOP Plan is 8,35,074 options each option shall entitle the option holder to One Equity Share in the Company.

During the year 2020-21 and until the date of this report, the Company approved vesting of KRA based, and time based Options of 8,35,074 to BVK Reddy, CEO of the Company.

(ii) any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year - Nil

(iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant - Nil

During the period the Company has received In-Principle Approval from BSE Limited letter dated 29 August 2023 with reference number: DCS/IPO/TL/ESOP-IP/2888/2023-24 and National Stock Exchange of India Limited letter dated 30 August 2023 with reference number: NSE/LIST/36858 for issue, allotment and listing of 8,35,074 Equity shares of Rs. 10/-each to be allotted under Dodla Dairy Limited Employee Stock Option Plan 2018.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

Details of loans, guarantee and investments are given in Note no. 42 to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. ALL the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31 March 2024 in prescribed Form AOC-2 is appended to this Report as Annexure - III.

The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company and the web Link is https://www.dodladairv.com/static/investors/code-of-policv/Policv%20on%20Related%20Partv%20 Transactions.pdf

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Board's Report as Annexure - IV.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web-link : https:// www.dodladairv.com/annual return

CORPORATE SOCIAL RESPONSIBILTY POLICY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year is appended to this Report as Annexure - V in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

A detail policy is available on the website of the Company at the weblink: https://www.dodladairv.com/static/ investors/code-of-policv/CSR%20%20Policv.pdf

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3) (M) OF THE COMPANIES ACT, 2013 (ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 is appended to this Report as Annexure - VI.

DEPOSITS

The Company has not accepted any deposits from the public in terms of Chapter V of the Companies Act, 2013. Hence, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

MAINTENANCE OF COST RECORDS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SECTION 148 OF THE COMPANIES ACT, 2013

The provisions of Section 148 of the Companies Act 2013 for maintaining the Cost Records are applicable to the Company.

Accordingly, the Company is maintaining the Cost Records as specified by the Central Government under the Rules made there under Section 148 of the Companies Act.

DISCLOSURE ABOUT COST AUDIT

During the financial year under review, your Company has not exceeded the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the Companies Act, 2013 and rules made thereunder. However, the said provisions may become applicable for financial year 2024-25. Hence the Board of Directors at their meeting held on 18 May 2024 upon recommendation of Audit Committee considered appointment of M/s. J K & Co Cost Accountants, Hyderabad, (FRN No. 004010) as Cost Auditors of the Company, to carry out the cost audit of the products manufactured by the Company during the financial year 2024-25 on a remuneration of Rs. 150,000/-plus applicable taxes, other professional charges & out of pocket expenses.

In accordance with provisions of Section 148 (3) of the Companies Act, 2013 and rules made thereunder, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their approval. Accordingly, a Resolution seeking Members' approval for the remuneration payable to M/s. J K & Co Cost Accountants, Cost Accountants, is included at Item No. 3 of the Notice convening the Annual General Meeting.

AUDITORS, AUDIT QUALIFICATIONS AND BOARD'S EXPLANATIONS

Statutory Auditors

As per Section 139 of the Companies Act, 2013, read with your Companies (Audit and Auditors) Rules, 2014, the members of the Company in 27 Annual General Meeting of the Company ('27 AGM') approved the appointment of M/s. S.R.Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 27 AGM till the conclusion of 32 AGM.

The Report given by M/s. S.R.Batliboi & Associates LLP on the Financial Statements of your Company for the financial year 2024 is forms part of the Annual Report. The Notes on the Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any comments. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year, the Auditors had not reported any matter under Section 143 (12) of the Act, therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

Secretarial Auditors Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations, M/s. MNM & Associates, Practising Company Secretaries had been appointed as Secretarial Auditor, to undertake Secretarial Audit of the Company for the FY 2023-24. The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed to this report as Annexure- VII.

Internal Auditors

The Board of Directors of the Company has appointed M/s. BDO India LLP as Internal Auditors to conduct Internal Audit of the Company for the Financial Year ended 31 March 2024.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Directors or Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy.

The Company has adopted a Whistle Blower Policy establishing a formal vigil mechanism for the Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and provides direct access to the Chairperson of the Audit Committee in exceptional cases. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The policy of vigil mechanism is available on the Company's website.

The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. All employees of the Company are covered under the Whistle Blower Policy.

The brief detail about this mechanism may be accessed on the Company's website at the weblink: https://www. dodladairv.com/static/investors/code-of-policv/Risk-Management-Policv.pdf

PREVENTION OF SEXUAL HARASSMENT

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has not received any complaints during the year.

The Company regularly conducts awareness programs for its employees.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has constituted an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has not received any complaints during the year.

NOMINATION, REMUNERATION AND COMPENSATION POLICY

In pursuance of the Company's policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and Employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated.

The said policy of the Company is available on the Company's website at: https://www.dodladairv.eom/c/ investors/code-of-policv/N-R-Committee-Charter.pdf

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

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. dodladairv.com/codes and polices

During the year under review, there has been due compliance with the said code.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis as Annexure - VIII.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The 'Business Responsibility and Sustainability Report (BRSR) of your Company for the year ended 31 March 2024 forms part of this Annual Report as required under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as Annexure - IX.

CORPORATE GOVERNANCE

The Company has a rich legacy of ethical governance practices and committed to implement sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value.

A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report as Annexure - X.

CEO & CFO CERTIFICATE

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year under review. Your Company further confirms there are no past applications or proceeding under the Code.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which occurred between the Financial Year ended 31 March 2024 to which the Financial Statements relates and the date of signing of this report.

RISK MANAGEMENT

Your Company's Board ofDirectors has constituted a Risk Management Committee to monitor and review risk management process and mitigation of risk from internally and externally. Your Company has a well-defined risk management policy.

The details of the Risk Management Committee are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down internal financial control's, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly and efficient conduct of business, including adherence to the Company's policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/ information, safeguarding of assets, prevention and detection of frauds and errors. The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory Auditors. Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2024, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented internal control system, which is adequately monitored. Checks & balances and control systems have been established to ensure that assets are safe guarded, utilized with proper authorization and recorded in the books of account. The Internal control systems are improved and modified continuously to meet the changes in business conditions, statutory and accounting requirements.

These are supplemented by internal audit of your Company carried out by reputed firms of Chartered Accountants across India. Your Company has an Audit Committee consisting of Four Directors in which one is Executive and three are Non-executive independent Directors. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them. Your Company has a robust Management Information System which is an integral part of the control mechanism.

INSURANCE

All properties and insurable interests of the Company have been fully insured.

Given below are the ratings given to the Company by ICRA Limited during the Financial Year ended 31 March 2024:

CREDIT RATING

QUALITY

The company has established stringent quality control measures right from the milk collection level at a village to the consumers at the urban level, which include screening for various adulterants such as sugar, salt, urea, vegetable oil, detergents, maltodextrin etc. More than 95% of raw milk is being procured directly from the farmers. Recently, we have started checking Standard Plate Count (SPC) across all our Milk Chilling Units and Plants, which contributed for improvement in quality of raw milk. All our plants are certified with either FSSC 22000 V5.1 or ISO 22000:2018. We have deployed advanced FT machines at our major processing plants to check quality of incoming raw milk and finished products. We are continuously driving awareness programs on clean milk production to our farmers and vendors. We use the most advanced technologies for maintaining highest standards of quality. Since inception, Quality has been our top priority and we are committed to it.

BRANDING

As your company celebrates 26 years of successfully serving its consumers, we remain committed to delivering best quality milk and milk products packed with highest standards of hygiene at our state-of-the-art plants. At the same time, your company has undertaken a 360-degree approach to build brand equity by reaching out to consumers through different media like TV, Print, Digital, out-of-home. Your company new television commercial aired in Telugu states has garnered good feedback from the consumers and trade. Your company is also dialling up its presence in new age channels like E-Commerce to build salience with millennials. Your company aims to become the most preferred dairy brand through continuous consumer engagement.

INITIATIVES FOR STAKEHOLDER AND CUSTOMER RELATIONSHIP

The Company has an effective Investor Relations Program ("IR”) through which the Company continuously interacts with the investor community across various channels (Periodic Earnings Calls, Individual Meetings, Participation in One-on- One interactions and group meetings). The Company ensures that critical information about the Company is available to all the investors by submitting all such information to the Stock Exchanges and also uploading the information on the Company's website under the Investors Corner.

The Company strives to adopt emerging best practices in IR and building a relationship of mutual understanding with investors and analysts.

We place our customers at the centre of everything we do, aiming to provide food products effortlessly through world class process and systems. Development of robust customer relationship management is the top priority of the Organisation. Dodla has, therefore, taken great care in recognising the processes and frameworks that require attention to stringent checks and process for all its dairy products. It requires us to spend significant management time but at the same time, leads to better business and a better brand.

Customer satisfaction is the most important measure of success in our industry. All the effort we put in everyday gets translated into our high Customer retention and repeat customer volume. We reach out our customers to get their feedback about our products. In addition, we seek inputs on their future roadmap and priorities. This helps us measure the health of our relationships with our customers and what we can do to add value.

AWARDS AND RECOGNITIONS

During the Financial year 2023-24 the Company has received the following awards:

“National Safety Council of India Safety Awards - 2023”

in manufacturing sector awarded to Dodla Dairy Limited, Chendurthi, Indragi and Gundrampally.

ENVIRONMENT, HEALTH AND SAFETY

The Company is committed to provide a safe and healthy work environment for the well-being of all our Stakeholders. We regularly provide our employees with required EHS related training programmes enabling them to avoid accidents at workplace. We have created a safe and healthy environment by installing safety guards and other accessories for all machinery in our factories. We consistently monitor our Environment, Safety & Health activities and continue to implement the risk reduction programmes that are aimed at reducing hazards at workplace by infusing latest technology. Over the decade the company has adopted recycling of water, rain water harvesting, solar panel installation, etc., activities to improve the environment at all our plants. The waste produced from the packaging material like polythene films has been given to third parties for recycling and reuse. We are conducting annual medical camps for all employees and workers across all locations. Our processing units are fully automated/ semi-automated which is enabling us to be less hazardous and safer at workplace. We are providing personal accident insurance to milk collection agents. We are also using electric vehicles for milk procurement and distribution of milk products at few locations currently.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes in creating congenial work environment at the worksites which will contribute for the growth and sustenance. The Company has taken all necessary steps by formulating various policies and procedures to ensure good, safe and healthy work environment across all locations. Also, Human resource development has been taken up as one of the prime agenda. The company has taken up number of leadership development initiatives to ensure the people preparedness to handle the future growth. Many of the HR activities have been digitalized to enable employees to get all services on their fingertips. We have conducted several employee engagement programs/ activities, which improved the cross functional collaboration at all locations and among the departments. We have upgraded our PMS evaluation process and created methodical approach for clear cut identification of each employee's effort and contribution during the entire year through automation of PMS. This initiative has enabled us to identify the potential people on whom the company should invest time and energy while ensuring their growth path in the organization.

With regard to industrial relations, we have rolled out a grievance redressal policy at all plants, Milk Chilling Units and sales offices and provided enough education to the employees and encouraged them to raise their concerns/ challenges/ issues in writing to the Grievance redressal committee. The grievance redressal committee shall address and resolve the issues/ concerns raised. We have also established Safety Committee, Canteen Committee and Emergency Response Team at all our plants constituting equal number of members from employees and workers.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Government of India, Government of Andhra Pradesh, Telangana, Karnataka, Tamil Nadu, Maharashtra and other States, Registrar of Companies - Telangana, farmers, Distributors, Agents, Customers lenders including bankers and most importantly consumers for support, your Company has been privileged to receive.

Your directors thank the shareholders for the confidence reposed in the Company and for their continued support and co-operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.