Directors Report of Dindigul Farm Products Ltd.

Mar 31, 2025

The Board of Directors are pleased to present its Fifteenth (15^th) Annual Report together with an audited statement of accounts of the Company for the year ended 31^st March 2025.

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,2025 and the corresponding figures for the last year are as under:

[Rs. in lakhs]
Particulars	FY 2024-25	FY 2023-24
Net Sales	6,109.76	8,374.04
Other Operating Income	94.81	179.85
Total Revenue	6,204.57	8,552.89
Add: Other Income	78.24	2.95
Less: Total Expenditure	6,258.23	7,257.68
Profit before Finance Cost, Depreciation, Amortisation Expenses and Tax	24.57	1,298.16
Less:
i) Finance Cost	285.72	318.69
ii) Depreciation and Amortisation Expenses	186.76	213.10
Profit / (Loss) before Tax and exceptional items	(447.91)	766.37
Exceptional items	-	-
Profit / (Loss) before Tax (PBT)	(447.91)	766.37
Less:
i) Current Tax	-	-
ii) Deferred Tax	113.95	(107.66)
Profit / (Loss) After Tax (PAT)	(561.35)	874.04
Other Comprehensive Income (OCI)	(2.61)	(0.49)
Total Comprehensive Income for the Year	(563.96)	873.54

1. FINANCIAL HIGHLIGHTS AND OPERATION

The Key highlights pertaining to the business of the Company for the Financial Year 202425 have been given hereunder:

? The Total Revenue from operations of the Company during the financial year 2024-25 was Rs. 6,282.81 Lakhs against the revenue from operations of Rs. 8,555.84 Lakhs in the previous financial year 2023-24.

? The Net Loss before tax for the year under review amounted to Rs. 447.91 Lakhs, as compared to Net Profit of Rs. 766.37 Lakhs in the previous year.

? The Net Loss after tax for the year under review amounted to Rs. 561.35 Lakhs, as compared to Net Profit Rs. 874.04 Lakhs in the previous year.

2. CHANGE IN NATURE OF BUSINESS

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

3. DIVIDEND AND RESERVES

The Board of Directors do not recommend dividend to its shareholders for the financial year ended on March 31, 2025 keeping in view of further requirement of the funds for growth. The Company does not propose to transfer any amount to reserves.

4. CHANGE IN SHARE CAPITAL

During the Financial Year 2024-2025, your Company''s authorized share capital remained unchanged at Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only), divided into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of a face value of Rs. 10/- (Rupees Ten Only) each.

Your Company successfully completed its Initial Public Offer (IPO) during the year, issuing 64,50,000 (Sixty-Four Lakh Fifty Thousand) equity shares. These shares, each with a face value of Rs. 10/- (Rupees Ten

Only), were offered for cash at a price of Rs. 54/- (Rupees Fifty-Four Only) per share, which included a premium of Rs. 44/- (Rupees Forty-Four Only) per share.

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.

5. PUBLIC DEPOSITS

During the FY 2024-25, your Company has neither accepted nor has any outstanding deposits received from the public within the meaning of Section 2(31) and Chapter V of the Companies Act, 2013, read with Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31st March, 2025.

6. EXTRACT OF ANNUAL RETURN

In terms of requirement of section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the Annual return of the Company has been placed on the Company’s website and can be accessed on the website of the Company at www.ennutrica.com.

7. 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:

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.

8. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 10 (Ten) 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.

9. 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.

10. 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 2024-2025.

The Company has entered into Energy Wheeling Agreement with GK wind farms under group captive scheme. As per the CERC, companies entering into 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

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances of Employees, Directors and Senior Executives. Your Company has an ethics hotline which can be used by employees, Directors, senior executives, suppliers, dealers etc. to report any violations to the Code of Conduct. Specifically, employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company.

During financial year 2024-25, no complaints were received.

12. DIRECTORS RESPONSIBILITYSTATEMENT

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, 2025, the applicable accounting standards have been followed and there are no material departures from the same;

b) 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, 2025 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.

13. INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

Your Company has laid down adequate internal financial controls commensurate with the scale, size and nature of the business of the Company. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements. Your Company has adopted necessary policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of financial information.

14. PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015 as amended from time to time, the Company has adopted a Code of Conduct to Regulate, Monitoring & Reporting of Trading by Insiders.

The Company Secretary of the Company as Compliance Officer, who is responsible for setting forth procedures and implementation of the code of conduct for trading in Company’s securities. During the FY 2024-25 the Company has duly complied with the said

code. The Code is displayed on the Company’s website at: https://www.ennutrica.com

Your Company is maintaining Structured Digital Database (‘SDD’), the database of unpublished price sensitive information (UPSI), shared internally and externally, with the intent of keeping track as to who all were in the know of an UPSI before it became public.

15. RECONCILIATION OF SHARE CAPITAL AUDIT

In accordance with Regulation 76 of the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018, a Practicing Company Secretary, independent of the Company, conducts the Reconciliation of Share Capital Audit on a quarterly basis to reconcile the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital of the Company.

The certificate issued by the Practicing Company Secretary is submitted to the Stock Exchange(s) where the Company''s shares are listed and is also placed before the Board of Directors.

16. RISK MANAGEMENT

The Company has implemented a comprehensive Risk Management Policy aimed at periodically assessing potential threats and opportunities that may impact the achievement of its overall objectives. This Policy ensures a structured approach to identifying, evaluating, and mitigating risks by categorizing them based on their nature, causes, potential impacts, and corresponding treatment and control measures.

As part of the Risk Management Policy, the relevant parameters for protection of environment, safety of operations and health of people at work are monitored regularly.

17. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions which were entered into during the Financial Year 2024-25

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 as Annexure I

18. AUDITORa) Statutory Auditors

M/s Venkatesh & Co, Chartered Accountants (Firm Registration Number: 004636S), were re-appointed as the Statutory Auditors of the Company at the last Annual General Meeting held on 30^th September, 2024 for a period of 5 (Five) years 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

Pursuant to the provisions of Section 204 of The Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr S Muthuraju, Company Secretary as Secretarial Auditor of the Company who have undertaken Secretarial Audit of the Company for the FY 2024-25 is annexed herewith marked as Annexure II which forms part of this report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

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 20242025.

19. SECRETARIAL STANDARDS

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

20. 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).

21. 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 III

22. 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 2025, is part of the Annual Report as Annexure IV

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report ("MD&A") as required under clause 34 of the SEBI (LODR) Regulations, 2015 has been presented in a separate section forming part of this Annual Report.

24. DETAILS OF DIRECTORS & KEY MANAGERIAL PERSONNEL

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), Non-Executive Directors, retires by rotation at the Annual General Meeting and being eligible, offers themselves for reappointment. The Board of Directors recommends their re-appointment. A brief profile of Mrs. Rajadharshini Rajasekaran and Mr Ravi Rajappan is provided in the accompanying Notice convening the AGM.

25. BOARD COMMITTEES

The primary four committees of the Board are Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee. The composition of the Committees as of 31st March 2025 (including the changes effected up to the date of this report) and their meeting dates are given below:

The Audit Committee is constituted in accordance with the provision of Section 177 of the Companies Act, 2013, to function in accordance with terms of reference specified by Board in writing in pursuant of sub-section (4) of section 177 of the Act.

The composition of the Audit Committee and the details of meetings attended by its members are given below:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE	NO OF MEETINGS
				HELD	ATTENDED
1	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Independent Director	Chairperson	4	4
2	Mr Nangavaram Mahadevan Ranganathan	Independent Director	Member	4	4
3	Mr R Rajasekaran	Chairman and Managing Director	Member	4	3

The Company Secretary & Compliance Officer of the Company will act as the Secretary of the Committee.

> Powers of Audit Committee

The Audit Committee shall have the following powers:

To investigate any activity within its terms of reference;

To seek information from any employee;

To obtain outside legal or other professional advice; and

To secure attendance of outsiders with relevant expertise, if it considers necessary

> Role of the Audit Committee

The role of the audit committee shall include the following:

1. Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s

report thereon before submission to the Board for approval, with particular reference to:

• Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions; and

• Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes

other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

7. Monitoring the end use of funds raised through public offers and related matters;

8. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

9. Approval of any subsequent modification of transactions of the company with related parties;

Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2 (zc) of the SEBI Listing Regulations and/or the Accounting Standards.

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Evaluation of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

15. Discussion with internal auditors of any significant findings and follow up there on;

16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to the Board;

17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

19. Reviewing the functioning of the whistle blower mechanism

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and

22. Reviewing the utilization of loans and/or

advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing

loans/advances/investments, as may be applicable.

Further, the Audit Committee shall mandatorily review the following information:

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the audit committee), submitted by management;

• Management letters / letters of internal control weaknesses issued by the statutory auditors;

• Internal audit reports relating to internal control weaknesses; and

• Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

• Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchanges(s) in terms of Regulation 32(1) of the SEBI Listing Regulations.

a) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.

As required under the SEBI Listing Regulations, the Audit Committee shall meet at least four times a year with maximum interval of four months between two meetings and the quorum for each meeting of the Audit Committee shall be two members or one third of the members, whichever is greater, provided that there should be a minimum of two independent directors present.

A. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with the provision of Section 178 of the Companies Act, 2013.

The composition of the Committee and the details of meetings attended by its members are given below:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE	NO OF MEETINGS
				HELD	ATTENDED
1	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Independent Director	Chairperson	1	1
2	Mr Nangavaram Mahadevan Ranganathan	Independent Director	Member	1	1
3	Mr Ravi Rajappan	Non- Executive N on-Independent Director	Member	1	1

• To lay down criteria with regard to identifying persons who are qualified to become Directors (Executive and Nonexecutive) and persons who may be appointed in Key Managerial positions and to determine their remuneration;

• To determine remuneration based on the Company’s size and financial position and trends and practices on remuneration prevailing in peer companies, in the industry;

• To carry out evaluation of the performance of Directors, as well as Key Managerial Personnel and to provide for reward(s) linked directly to their effort, performance, dedication and achievement relating to the Company’s operations and

• To ensure that the level and composition of remuneration is reasonable and

• sufficient to attract, retain and motivate the working potential of all the Directors

and Key Managerial Personnel (KMP) of the Company;

• To ensure that the remuneration to Directors and Key Managerial Personnel (KMP) of the Company involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals;

• To lay down criteria for appointment, removal of directors and Key Managerial Personnel and evaluation of their performance.

• To ascertain that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

The Stakeholder Relationship Committee is constituted in accordance with the provision of Section 178 (5) of the Companies Act, 2013.

The composition of the Committee and the details of meetings attended by its members are given below:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE	NO OF MEETINGS
				HELD	ATTENDED
1	Mr Ravi Rajappan	Non- Executive Non-Independent Director	Chairman	1	1
2	Mr Nangavaram Mahadevan Ranganathan	Independent Director	Member	1	1
3	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Independent Director	Member	1	1

C. 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 ofthe Companies Act, 2013.

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

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE
1	Mr R Rajasekaran	Chairman and Managing Director	Member
2	Mrs R Rajadharshini	Non-Executive Director	Member
3	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	Member

26. 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.

27. 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

28. 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.

29. 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) The Company has complied with all statutory requirements relating to maternity leave under the Maternity Benefit Act, 1961, as amended.

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

e) 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.

f) 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.

g) 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.

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

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

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

30. 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.

31. 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/-

Mr. Gurunathan Uma Kanth Narayanan Company Secretary & Compliance Officer M. No. ACS10686 Date: August 30, 2025

---

Mar 31, 2024

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!

Particulars	FY 2023-24	FY 2022-23
|Net Sales	8,374.04	8,091.66
Other Operating Income	179.85	66.09
Total Revenue	8,552.89	8,157.74
Add: Other Income	2.95	41.60
Less: Total Expenditure	7,789.47	7,682.67
Profit before Finance Cost, Depreciation, Amortisation	1 298 16	968.87
Expenses and Tax
Less:
i) Finance Cost	318.69	258.01
ii) Depreciation and Amortisation Expenses	213.10	194.19
Profit / (Loss) before Tax and exceptional items	766.37	516.67
Exceptional items	-	-
Profit / (Loss) before Tax (PBT)	766.37	516.67
Less:
i) Current Tax	-	-
ii) Deferred Tax	(107.66)	-
Profit / (Loss) After Tax (PAT)	874.04	516.67
Other Comprehensive Income (OCI)	(0.49)	9.12
Total Comprehensive Income for the Year	873.54	525.79

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:

MODE	NO. OF SHARES	% TO CAPITAL
Share in Demat Mode with CDSL	1,57,95,000	87.85
Share in Demat Mode with NSDL	9,21,000	5.12
Shares in Physical Mode	12,63,280	7.03
TOTAL	1,79,79,280	100.00

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.

Name of the Director	Designation	No of Board Meeting (eligible to attend during the tenure)	No of Board Meeting Attended
Mr R Rajasekaran	Chairman and Managing Director	15	15
Mrs R Rajadharshini	Non-Executive Director	15	15
Mr R Ravi	Non-Executive NonIndependent Director	6	6
Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	6	6
Mrs. Bokara Nagarajan Padmaja Priyadarshini	Non-Executive Independent Director	6	6

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:

DIN	NAME	DESIGNATION
01789110	Mr R Rajasekaran	Chairman and Managing Director
03161629	Mrs R Rajadharshini	Non-Executive Director
01969263	Mr R Ravi	Non-Executive Non-Independent Director
06377402	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director
06416242	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Non-Executive Independent Director

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

NAME OF THE DIRECTOR	DATE OF CHANGE	REASONS
Mr Raju Rajasekaran	28-12-2023	Chairman and Managing Director
Mr Ravi Rajappan	18-11-2023	Appointed as Additional Director
	01-12-2023	Appointed as Non-Executive NonIndependent Director
Mr Nangavaram	18-11-2023	Appointed as Additional Director
Mahadevan Ranganathan	01-12-2023	Non-Executive Independent Director
Mrs. Bokara Nagarajan	18-11-2023	Appointed as Additional Director
Padmaja Priyadarshini	01-12-2023	Non-Executive Independent Director

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:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE
1	Mr R Rajasekaran	Chairman and Managing Director	Member
2	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	Member
3	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Non-Executive Independent Director	Member

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:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE
1	Mr R Ravi	Non-Executive Non-Independent Director	Member
2	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	Member
3	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Non-Executive Independent Director	Member

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:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE
1	Mr R Ravi	Non-Executive Non-Independent Director	Member
2	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	Member
3	Mrs. Bokara Nagarajan Padmaja Priyadarshini	Non-Executive Independent Director	Member

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:

SL NO	NAME	DESIGNATION IN THE COMPANY	POSITION IN THE COMMITTEE
1	Mr R Rajasekaran	Chairman and Managing Director	Member
2	Mrs R Rajadharshini	Non-Executive Director	Member
3	Mr Nangavaram Mahadevan Ranganathan	Non-Executive Independent Director	Member

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