Directors Report of Dodla Dairy Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 30th Annual Report along with the Audited Financial Statements of Dodla Dairy
Limited (''the Companyâ) for financial year ended 31 March 2025.

FINANCIAL RESULTS

Particulars	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	37,200.65	31,254.65	33,415.28	29,069.04
Other income	532.94	274.14	706.41	253.37
Total Income	37,733.59	31,528.79	34,121.69	29,322.41
EBITDA	3,808.24	2,888.47	3,191.60	2,461.32
Finance Cost	37.06	24.00	11.73	13.58
Depreciation, Amortisation, Impairment	746.34	700.69	643.57	642.75
Profit Before Tax	3,557.78	2,437.92	3,242.71	2,058.36
Current Tax	933.86	767.46	743.54	537.63
Adjustment of current tax relating to earlier years	-	(5.25)	-	(5.25)
Deferred Tax charge	24.62	8.35	29.35	(12.83)
Profit after Tax	2,599.30	1,667.36	2,469.82	1,538.81
Other Comprehensive Income	74.30	(1.00)	(9.80)	(5.07)
Total Comprehensive Income for the year	2,673.60	1,666.36	2,460.02	1,533.74
Paid up Equity Share Capital	603.28	594.93	603.28	594.93
Basic Earnings per Equity Share (in '')	43.27	28.03	41.11	25.87
Diluted Earnings per Equity Share (in '')	43.27	27.75	41.11	25.61
Reserves	13,456.22	10,793.76	12,219.03	9,770.15

Financial statements for the year ended 31 March 2025 have
been prepared in accordance with the Indian Accounting
Standards (hereinafter referred to as the ''Ind ASâ) as notified
by Ministry of Corporate Affairs pursuant to Section 133 of
the Companies Act, 2013 read with Rule 3 of the Companies
(Indian Accounting Standards) Rules, 2015 as amended
from time to time.

PERFORMANCE OF THE COMPANY

On consolidated basis, the revenue from operations for 2024Â¬
25 was '' 37,200.65 million, higher by 19.02% over the previous
year''s revenue of '' 31,254.65 million. The profit after tax (PAT)
attributable to shareholders for 2024-25 and 2023-24 was
'' 2599.30 million and '' 1,667.36 million, respectively.

On a standalone basis, the revenue from operations for 2024Â¬
25 was '' 33,415.28 million, higher by 14.95% over the previous
year''s revenue of '' 29,069.04 million. The profit after tax (PAT)
attributable to shareholders for 2024-25 and 2023-24 was
'' 2,469.82 million and '' 1,538.81 million, respectively.

For detailed analysis of the Financial, operational
performance and other information, consolidated
as well as standalone, is included in the Management
Discussion and Analysis Report, which forms part of the
Annual Report.

DIVIDEND

During Financial Year 2024-25, the Company paid an
interim dividend of '' 3/- per equity share of face value of
'' 10/- each. Further, the Board of Directors has recommended
a final dividend of '' 2/- per equity share of face value of
'' 10/- each. Accordingly, the total dividend for 2024-25,
including the recommended final dividend, if approved by
the members at the ensuing 30th Annual General Meeting
(AGM), would be '' 5/- per equity share of face value of '' 10/-
each. The final dividend, if approved by the members, will be
paid to those members whose name appears in the Register
of Members as on the Record Date.

The Register of Members and Share Transfer Books of the
Company will remain closed from 08 July 2025 to 14 July
2025, both days inclusive, for determining the entitlement of
the shareholders for the final dividend for the financial year
ended 31 March 2025.

The dividend payment is based on the parameters outlined
in the Dividend Distribution Policy of the Company which
is in accordance with Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (''SEBI Listing Regulations''). The said Policy is hosted
on the website of the Company at: https://dodladairy.com/
wp-content/uploads/2024/04/Dividend-Distribution-Policy.
pdf

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution Policy
to determine the distribution of dividend in accordance with
the Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (the "Listing
Regulations"). The Dividend Distribution Policy is available
on the Company''s website, at at: https://dodladairy.com/
wp-content/uploads/2024/04/Dividend-Distribution-Policy.
pdf

UNCLAIMED DIVIDEND

Members are requested to claim dividend(s) which have
remained unclaimed, by sending a request to the Company at
e-mail ID [email protected] or to the Company''s Registrar
and Share Transfer Agent (RTA) at e-mail einward.ris@
kfintech.com or to their postal address KFin Technologies
Limited,

Selenium Tower B, Plot Nos. 31 & 32, Financial District,
Nanakramguda, Serilingampally Mandal, Hyderabad -
500032, Telangana, India.

During the financial year 2024-25, the Company declared
and paid an interim dividend, and the list of shareholders with
unclaimed dividends has been updated on the Company''s
website at:

https://dodladairy.com/investor-corner/unpaid-and-

unclaimed-dividend-and-shares/

During the financial year, the Company did not transfer any
unclaimed or unpaid amounts or shares to the Investor
Education and Protection Fund (IEPF).

TRANSFER TO GENERAL RESERVES

The Company retained the entire surplus in the Profit and
Loss Account and hence no transfer to General Reserve was
made during the Year.

CHANGE IN NATURE OF BUSINESS

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

ALTERATION OF AOA AND MOA OF THE COMPANY

During the Financial Year 2024-25, the company has not
altered the Articles of Association and Memorandum of
Association of the Company.

SHARE CAPITAL

During the year under review, there was no change in the
authorised share capital of the Company. The Authorised
share Capital of the Company as on 31 March 2025 is
'' 750,000,000 divided into 75,000,000 Equity Shares of '' 10
each fully paid up.

During the year under review, 835,074 equity shares of face
value of '' 10/- of the Company were allotted on 22 July
2024 to Mr. Busireddy Venkat Krishna Reddy, Chief Executive
officer of the company in accordance with the terms of Dodla
Dairy Limited Employee Stock Option Plan 2018.

Accordingly, the paid-up equity share capital of the Company
increased from '' 594,927,350 divided into 59,492,735 Equity
Shares of '' 10 each fully paid up as at 31 March 2024 to
'' 603,278,090 divided into 60,327,809 Equity Shares of
'' 10 each fully paid up as at 31 March 2025.

LISTING OF EQUITY SHARES

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

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

(ii) National Stock Exchange of India Limited, Exchange 85
Plaza, Floor 5, Plot No. C/1, G Block, Bandra- Â¦"
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 3 Wholly Owned Subsidiaries (i.e., Dodla
Holdings Pte. Limited and Country Delight Dairy Limited
and Orgafeed Private Limited) and 2 Step Down Subsidiary
(i.e., Lakeside Dairy Limited, Dodla Dairy Kenya Limited) and
1 associate company (i.e., Global Vetmed Concepts India
Private Limited) as on 31 March 2025. There are no joint
venture companies. There has been no material change in
the nature of the business of the subsidiaries and associates.

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 Companyâs
website and can be accessed at the Web-link: https://
dodladairy.com/wp-content/uploads/7075/n3/Policy-For-
Determining-Material-Subsidiary.pdf

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 2025 is appended to this Report as
Annexure - II.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements pursuant to Section
129(3) of the Act prepared in accordance with the Accounting
Standards prescribed by the ICAI, forms part of this 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://dodladairy.com/
investor-corner/subsidiary-financials/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 2024-25, no company ceased to be
subsidiary, and associate of the company and the company
does not have any joint ventures.

BOARD OF DIRECTORS

The Board of the Company comprises an optimum
combination of executive, non-executive and independent
directors, including woman director. The Board provides
strategic guidance and direction to the Company in
achieving its business objectives and protecting the interest
of the stakeholders.

The Companyâs Board comprises of the following Directors:

Sl. No	Name of the Director	Designation
1	Dodla Sesha Reddy	Chairman and NonÂ¬ Executive Non-Independent
2	Dodla Sunil Reddy	Managing Director
3	Ambavaram Madhusudhana Reddy	Whole-time Director

Sl. No	Name of the Director	Designation
4	Akshay Tanna	Non-Executive NonÂ¬ Independent Director
5	Rampraveen Swaminathan	Non-Executive Independent Director
6	Tallam Puranam Raman	Non-Executive Independent Director
7	Dr.Raja Rathinam	Non-Executive Independent Director
8	Vinoda Kailas	Non-Executive Independent Woman Director

As per the declarations received by the Company none of
the Directors are disqualified under Section 164(2) and other
applicable provisions of the Companies Act, 2013 ("the
Act"). Certificate on non-disqualification as required under
Regulation 34 of SEBI Listing Regulations is forming part of
the Corporate Governance Report.

Appointment/Re-appointment of Directors:

Mr. Madhusudhana Reddy Ambavaram (DIN: 08126380),
Whole-time Director, retire by rotation, and being eligible,
have offered himself for re-appointment at the 30th AGM.

The Board of Directors, on the recommendation of
Nomination, Remuneration & Compensation Committee,
Audit Committee has recommended re-appointment and
terms of re-appointment including remuneration of Mr.
Dodla Sunil Reddy (DIN: 00794889) as the Managing Director
of the Company for a further period of five years, with effect
from 1 April 2026 to 31 March 2031 to the members for their
approval by way of a special resolution at the 30th AGM.

Notice convening the 30th AGM includes the above-
mentioned proposal for re-appointments and the requisite
disclosures under Section 102 of the Act, Regulation 36(3)
of the SEBI Listing Regulations and Secretarial Standard-2
on General Meetings issued by the Institute of Company
Secretaries of India.

MEETINGS OF THE BOARD OF DIRECTORS

During the financial year, four (4) meetings (i.e. 18 May 2024,
22 July 2024, 23 October 2024 and 30 January 2025) of
Board of Directors of the Company were convened and held
in accordance with the provisions of the Act and secretarial
standards issued by the Institute of Company Secretaries of
India (ICSI). The date(s) of the Board Meeting, attendance of
the Directors is given in the Corporate Governance Report
forming part of this annual report. The time-gap between any
two consecutive meetings was within the period prescribed
under the Act and SEBI Listing Regulations.

KEY MANAGERIAL PERSONNEL (KMP)

In terms of provisions of section 203 of the Act, following
were the KMPs of the Company as on 31 March 2025:

Dodla Sunil Reddy : Managing Director (MD)

Ambavaram Madhusudan : Whole time Director (WTD)
Reddy

Venkat Krishna Reddy : Chief Executive Officer
Busireddy (CEO)

Murali Mohan Raju : Chief Financial Officer (CFO)

Reddycherla

Surya Prakash Mungelkar : Company Secretary &

Compliance officer (CS&CO)

During the period under review, there was no change in the
Key Managerial Personnel (KMP) of the Company.

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, Stakeholdersâ
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 2024-25, are outlined in the Corporate
Governance Report forming part of this annual report.

During 2024-25, 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 26 March 2025, with no participation of NonÂ¬
Independent Directors or the Management of the Company,
inter-alia, to discuss evaluation of the performance of NonÂ¬
Independent 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 declaration of independence
from all the Independent Directors as stipulated under
Section 149(7) of the Act and Regulation 25(8) of the SEBI
Listing Regulations, confirming that they meet the criteria of
independence, which has been duly assessed by the Board
as part of their annual performance evaluation exercise.
Further, in terms of Regulation 25(8) of the SEBI Listing
Regulations, Independent Directors have also confirmed that
they are not aware of any circumstances or situations, which
exist or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

Registration of Independent Directors in Independent
Directors Databank

All the Independent Directors of the 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 Tallam 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).

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION

The Nomination and Remuneration Policy (''NRC Policyâ) is
in place laying down the role of Nomination, Remuneration
& Compensation Committee criteria of appointment,
qualifications, term/tenure etc. of Executive Directors &
Independent Directors, annual performance evaluation,
remuneration of Executive Directors, Non-Executive/
Independent Directors, Key Managerial Personnel & Senior
Management, and criteria to determine qualifications,
positive attributes & independence of Director.

The NRC policy is available on the Companyâs website at
https://dodladairy.com/wp-content/uploads/2025/03/
Nomination-and-Remuneration-Policy.pdf

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the
Companies Act, 2013, with respect to the Directorsâ
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.

Sl. No	Particulars			Details
a.	options granted			835,074
b.	options vested			835,074
c.	options exercised			835,074
d.	the total number of shares arising as a result of exercise of option			835,074
e.	options lapsed			Nil
f.	the exercise price			213.392,9
g.	variation of terms of options			NIL
h.	money realised by exercise of options			178,198,863/-
i.	employee wise details of options granted: (i) Key Managerial Personnel:
	Sr. no.	Name of the employee	Employee code	No. of options
	1	Venkat Krishna Reddy Busireddy	0002	835,074
	(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

As per Rule 12 of the âCompanies (Share Capital and Debenture) Rules, 2014" and SEBI regulations the declaration
is as follows:

(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 2025.

(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) the 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) t he 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&Oâ) 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 Boardâs 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.

FAMILIARISATION PROGRAMMES

The Members of the Board of the Company have been
provided opportunities to familiarise 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
Audit Committee 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 and Board of Directors
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.dodladairy.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.dodladairy.com

EMPLOYEES STOCK OPTION PLAN

During the year 2018-19, the 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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY

PROVIDED

Details of investments made and/or loans or guarantees
given and/or security provided, if any, are given in the notes
to the Standalone and Consolidated financial statements
which form part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

All the related party transactions that were entered into
during the financial year were on an armâs 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
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.

Mr. Busireddy Venkat Krishna Reddy, Chief Executive officer
has exercised the 8,35,074 (Eight Lakh thirty-five thousand
and seventy-four) equity shares of face value of '' 10/- of the
Company fully paid up granted to him under the Dodla Dairy
Limited Employee Stock Option Plan 2018 and was allotted
same number of equity shares on 22 July 2024.

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
2025 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 at https://
dodladairy.com/wp-content/uploads/7075/03/Policy-On-
Related-Party-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
Boardâs 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.
dodladairy.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://dodladairy.com/wp-content/
uploads/2024/04/CSR-Policy.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.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read
with the rules framed thereunder, the cost audit records
maintained by the Company in respect of its specified
products are required to be audited by a Cost Auditor.
The Board of Directors, on recommendation of the Audit
Committee, re-appointed M/s. J K & Co, Cost Accountants
(Firm Regd No. 004010) as Cost Auditors of the Company, to
conduct the audit of the cost records of the Company for the
financial year ending 31 March 2026 at a remuneration of
'' 1,50,000/- plus out of pocket reimbursements. The requisite
resolution for ratification of remuneration of Cost Auditor by
the shareholders of the Company has been set out in the
Notice of ensuing AGM. The Cost Auditor has certified that
their appointment is within the limits as prescribed under
Section 141 (3)(g) of the Act and that they are not disqualified
from such appointment within the meaning of the said Act.

SECRETARIAL AUDITOR

The Secretarial Audit Report issued by M/s. MNM &
Associates, Practicing Company Secretaries for 2024-25
is annexed as Annexure- VII to this Report. The Secretarial
Auditorâs Report to the Members does not contain any
qualification or reservation which has any material adverse
effect on the functioning of the Company.

Further, pursuant to the provisions of Regulation 24A &
other applicable provisions of the SEBI Listing Regulations
read with Section 204 read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Audit Committee and the Board of Directors
at their respective meetings held on 19 May 2025 have
approved & recommended for approval of Members,
appointment of M/s. MNM & Associates, Practicing
Company Secretaries (Firm Regn. No.: P2017TL059600) as
Secretarial Auditor for a term of up to 5(Five) consecutive
years, to hold office from 1 April 2025 till 31 March 2030.

A detailed proposal for appointment of Secretarial auditor
forms part of the Notice convening this AGM.

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 AGMâ) 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 reports issued by the Statutory Auditor on the standalone
and consolidated financial statements of the Company
for the year ended 31 March 2025 do not contain any
qualification, observation or comment or remark(s) which
have an adverse effect on the functioning of the Company
and therefore, do not call for any comments from Directors.
Further, the Statutory Auditor has not reported any fraud as
specified under Section 143(12) of the Act.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed M/s.
KPMG Assurance and Consulting Service LLP as Internal
Auditors to conduct Internal Audit of the Company for the
Financial Year 2025-26.

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 Companyâs 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 victimisation 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 Companyâs 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 Companyâs website at the weblink: https://www.
dodladairy.com/static/investors/code-of-policy/Risk-
Management-Policy.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 programmes
for its employees.

The following is a summary of sexual harassment complaints

received and disposed off during the year

S.	Particulars	Status of the No. of
No.		complaints received and disposed off
1	Number of complaints on Sexual harassment received	Nil
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programmes for its employees.
5	Nature of action taken by the employer or district officer	Not Applicable

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that 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

The 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 Companyâs website at: https://dodladairy.
com/investor-corner/codes-and-policies 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 Managementâs Discussion and
Analysis as Annexure - VIII.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The ''Business Responsibility and Sustainability Report
(BRSR) of the Company for the year ended 31 March 2025
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 maximise 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 2025, is part of the
Annual Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, there were no significant and
material orders passed by regulators, courts or tribunals
impacting the going concern status and the Companyâs
operations in future.

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

The 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. The 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 2025 to which
the Financial Statements relates and the date of signing of
this report.

RISK MANAGEMENT

The Companyâs Board of Directors has constituted a
Risk Management Committee to monitor and review risk
management process and mitigation of risk from internally
and externally. The 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 Companyâs 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 2025, 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

The 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, utilised with proper
authorisation 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 the Company
carried out by reputed firms of Chartered Accountants across
India. The Company has an Audit Committee consisting of
Four Directors in which one is Executive and three are NonÂ¬
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. the 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.

CREDIT RATING

Given below are the ratings given to the Company by ICRA
Limited during the Financial Year ended 31 March 2025:

05 September 2024:

Facilities	Rating
Long Term Scale on Bank limits	[ICRA]AA- (Positive)
Short-Term Scale on Bank limits	[ICRA]A1
Cash Credit/Short term Loan on	[ICRA]AA-(Positive)/
Bank limits	[ICRA]A1

20 March 2025:

Facilities	Rating
Long Term Scale on Bank limits	[ICRA]AA(Stable)
Short-Term Scale on Bank limits	[ICRA]A1
Cash Credit/Short term Loan on	[ICRA]AA(Stable)/[ICRA]
Bank limits	A1

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, the
company embarked on the concept of Conventional Milk
Chilling Units at village level which enables to raw milk get
chilled immediately after milking there by enhancing the
freshness and shelf life of the milk. All our plants are certified
with either FSSC 22000 V6.1 or ISO 22000:2018. We have
deployed advanced machines at our major processing
plants to check quality of incoming raw milk and finished
products. Company also has started digitisation of the
product testing records to ensure accuracy and reliability
and timely generation of test reports eliminating the paper

there by contributing to sustainability. We are continuously
driving awareness programmes 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

Integrated Marketing and Brand Building Initiatives

As Dodla Dairy celebrates 26 successful years of serving
consumers, the company remains steadfast in its
commitment to delivering high-quality milk and dairy
products, processed under stringent hygiene standards at
our state-of-the-art facilities.

To strengthen brand equity and expand consumer reach,
Dodla has adopted a 360-degree marketing approach,
strategically engaging across television, print, digital, out-ofÂ¬
home, and on-ground activations.

Television and Media Campaigns

A new television commercial was launched during the year,
positioning Dodla as the perfect taste partner for everyday
consumption-whether itâs the ideal match for tea or coffee,
or the "superstar of taste" when it comes to curd. Aired
across top General Entertainment Channels (GECs), news,
and entertainment channels in the Telugu and Kannada
markets, the campaign has received positive feedback from
consumers and trade partners alike, enhancing brand recall
and visibility.

On-Ground Activation: Van Campaign

To deepen our rural engagement, Dodla Dairy executed a
customised van activity across Rural Markets. This initiative
brought live entertainment and product education directly
to the heart of rural communities. The van travelled through
villages, staging interactive skits and performances in local
language that highlighted the benefits and quality of Dodla
products. This campaign not only entertained but also
educated rural consumers, reinforcing brand awareness and
trust at the grassroots level.

Digital Growth and E-Commerce Focus

Dodla Dairy continued to scale its presence across digital
platforms, targeting new-age consumers with tailored
content and engagement strategies. Our social media
growth during the year has been particularly encouraging:

â¢ Instagram followers increased by 200%

â¢ Facebook community grew by 100%

This momentum reflects a stronger connection with
millennial audiences and increased brand salience in the
digital space. Concurrently, we are enhancing our footprint
on e-commerce platforms, making Dodla products more
accessible to consumers seeking convenience and reliability.

Looking Ahead

These integrated marketing efforts-both traditional and
modern-are aligned with our vision to become the most
preferred dairy brand. Through consistent consumer
engagement, strategic media investments, and grassroots
outreach, Dodla Dairy continues to build a brand that is
trusted, loved, and growing stronger with each passing year.

INITIATIVES FOR STAKEHOLDER AND CUSTOMER
RELATIONSHIP

The Company has an effective Investor Relations
Programme ("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 Companyâs 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 2024-25 the Company has received
the following awards:

â¢ Confederation of Indian Industry (CII)

25th National Award for Excellence in Energy
Management 2024

â¢ Bureau of Indian Standards (BIS)

Skimmed Milk Powder: Part-1 Standard Grade

â¢ India Food Summit

Dairy Company of the Year

â¢ Bureau of Indian Standards (BIS)

Skimmed Milk Powder: Achieving Zero Failure

â¢ Inter Dairy Awards 2024

Best Product Quality & Safety Control

â¢ National Safety Council of India Awards 2024
Batlangundu Plant: Best Safety Control

ENVIRONMENT, HEALTH AND SAFETY

The Company remains steadfast in its commitment to
ensuring a safe, healthy, and sustainable work environment
for all stakeholders. In 2024-25, our Environment, Health,
and Safety (EHS) initiatives have expanded both in scope
and impact, reinforcing our culture of safety, responsibility,
and environmental stewardship.

We successfully covered 15 locations with over 2,600
employees under our EHS programmes. Through rigorous
monitoring and proactive strategies, we achieved over
63.6 lakhs safe man-hours, conducted 81 EHS training
sessions covering critical topics such as PPE, HIRA,
electrical/chemical safety, and first aid, reaching more than
2,300 employees. Emergency preparedness was bolstered
through 86 mock drills across all units, including ammonia
leak, electrical shock, and fire scenarios, involving over 2,000
participants.

Our safety initiatives were complemented by 573 safety
observations, with a closure rate of 74%, showcasing our
commitment to follow-through and accountability. High-
performing units such as PNR and NLR achieved over 90%
closure, and we aim for 100% observation closure moving
forward.

We are glad that our organisation received national safety
award 2024- 25 for one of our processing plants located at
Batlagundu, Tamil Nadu state.

On the environmental front, we continue to adopt cutting-
edge technologies for sustainability. One of our processing
units have installed Zero Liquid Discharge (ZLD) system, and
most of our plants start using condensate recovery systems,
and methane gas reuse in plant canteens, significantly
reducing water and fuel consumption. Additionally, solar
power installations now supply over 15% of our plantsâ
energy needs. Electric vehicles have been introduced
for material movement and milk distribution, optimising
logistics and reducing fuel dependency.

In line with our commitment to employee welfare, we conduct
annual medical camps across all sites and provide personal
accident insurance to milk collection agents. Automation

and semi-automation at our facilities continue to minimise
human exposure to operational hazards.

These collective actions reflect our integrated approach
toward risk reduction, operational efficiency, and
environmental sustainability. Looking ahead, we aim to
digitise EHS tracking through centralised dashboards,
expand safety training coverage, and continuously adopt
green practices for a safer and more responsible future.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the financial year 2024-25, the Company continued
its unwavering focus on enhancing human resource
development, improving workplace amenities, digitising
HR processes, and fostering a positive and transparent
industrial relations environment across all its locations.

a. Workforce Welfare and Facilities

To reinforce our commitment to employee wellÂ¬
being and uniformity across all levels, uniforms were
provided to all employees across the organisation.
We also expanded employee welfare infrastructure by
establishing new canteen facilities at Shelgon, Itikal,
and Vedasandur plants, ensuring hygienic and quality
food. Notably, the expenditure on employee safety was
doubled this year, reflecting our prioritisation of safe
working conditions and proactive risk mitigation.

b. Human Capital Development and Digitisation

In line with our long-term people development strategy,
the Company undertook a comprehensive leadership
competency assessment to identify strengths and
development areas among senior management.
This assessment is forming the basis for targeted
development interventions aimed at preparing the
leadership pipeline for future growth.

Significant strides were made in digitising key HR
functions, which included:

â¢ Manpower Planning, canteen Management and Visitor
and Material Movement Enhancing security activities at
plants.

â¢ Attendance Monitoring System for Field Staff:
Improving accountability and real-time tracking for
employees working on the field.

These digital initiatives are increasing process efficiency,
improving transparency, and empowering employees with
self-service capabilities.

Place: Hyderabad
Date: 19 May 2025

c. Performance Management and Employee Engagement

To drive a culture of performance and accountability,
clear and measurable goals were set across all
employee levels with defined rating parameters. A
structured Continuous Feedback system has been
implemented, incorporating both feedforward and
feedback techniques to encourage forward-looking,
constructive performance discussions.

To further strengthen the Performance Management
System (PMS), refreshment programmes,
demonstrations, and role-plays were conducted
across all locations. These initiatives helped enhance
the quality of PMS discussions and improved
understanding of performance expectations, especially
at the supervisory and managerial levels.

d. Industrial Relations and Grievance Redressal

I ndustrial relations remained cordial and collaborative
across all units. The Company introduced a centralised
HR Help Desk system to directly capture employee
grievances and ensure their timely resolution. This
digital platform serves as a single point of contact for
addressing concerns.

Further, extensive trainings were provided on the \ 9
POSH (Prevention of Sexual Harassment) policy and
grievance redressal procedures at all plant locations.
These initiatives were aimed at empowering employees,
especially women, to voice concerns without fear and
promoting a respectful and inclusive workplace culture.

ACKNOWLEDGEMENTS

The 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, the
Company has been privileged to receive.

The 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.

On behalf of the Board of Directors
For Dodla Dairy Limited

Dodla Sunil Reddy Dodla Sesha Reddy

Managing Director Director

DIN:00794889 DIN:00520448

Mar 31, 2024

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'').

FINANCIAL HIGHLIGHTS			(Amount (Rs.) in Million)
Particulars	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from operations	31,254.65	28,120.29	29,069.04	25,841.24
Other income	274.14	229.51	253.37	239.19
Total Income	31,528.79	28,349.80	29,322.41	26,080.43
EBITDA	2,888.47	1913.22	2,461.32	1,498.26
Finance Cost	24.00	12.10	13.58	11.99
Depreciation, Amortisation, Impairment	700.69	612.27	642.75	576.19
Profit Before Tax	2,437.92	1,518.36	2,058.36	1,149.27
Current Tax	767.46	413.91	537.63	296.40
Adjustment of current tax relating to earlier years	(5.25)	-	(5.25)	-
Deferred Tax charge	8.35	(118.39)	(12.83)	(96.98)
Profit after Tax	1,667.36	1,222.84	1,538.81	949.85
Other Comprehensive Income	(1.00)	67.88	(5.07)	7.60
Total Comprehensive Income for the year	1,666.36	1,290.72	1,533.74	957.45
Interim Dividend Paid (T /Share)	0	0	0	0
Paid up Equity Share Capital	594.93	594.93	594.93	594.93
Basic Earnings per Equity Share (in T)	28.03	20.55	25.87	15.97
Diluted Earnings per Equity Share (in T)	27.75	20.39	25.61	15.84
Reserves	10,793.76	9,127.40	9,770.15	8,236.41

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

Your Company''s Board comprises of the following Directors:
Sl. No	Name of the Director	Designation
1	Dodla Sesha Reddy	Chairman and NonExecutive Director
2	Dodla Sunil Reddy	Managing Director
3	Ambavaram Madhusudhana Reddy	Whole-time Director
4	Akshay Tanna *	Non-Executive Director
5	Rampraveen Swaminathan	Independent Director
6	Tallam Puranam Raman	Independent Director
7	Dr.Raja Rathinam	Independent Director
8	Vinoda Kailas	Independent Director

* 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 ("AGMâ) 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 (âD&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.

As per Rule 12 of the âCompanies (Share Capital and Debenture) Rules, 2014â and SEBI regulations the declaration is as follows:
Sl. No	Particulars		Details
a.	options granted		8,35,074
b.	options vested		8,35,074
c.	options exercised		NIL
d.	the total number of shares arising as a result of exercise of option		NIL
e.	options Lapsed		NiL
f.	the exercise price		213.3929
g.	variation of terms of options		NIL
h.	money realized by exercise of options		NIL
i. employee wise details of options granted:
(i) Key Managerial Personnel:
Sr. no. Name of the employee		Employee code	No. of options
1	Venkat Krishna Reddy Busireddy	0002	8,35,074

(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

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:

S. No.	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on Sexual harassment received	Nil
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees.
5	Nature of action taken by the employer or district officer	Not Applicable

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

Facilities	Rating
Long Term Scale on Bank limits	[ICRA]AA- (Stable)
Short-Term Scale on Bank limits	[ICRA]A1
Cash Credit / Short term Loan on Bank limits	[ICRA]AA-(Stable)/[ICRA]A1
Instrument Rated (NCD)	[ICRA]AA- (Stable) Withdrawn

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 ("IRâ) 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:

âNational Safety Council of India Safety Awards - 2023â

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.

Mar 31, 2023

The Directors are pleased to present the 28^th Annual Report on the business and operations of Dodla Dairy Limited ("the Company/your Company") together with the Audited Financial Statements (Standalone and Consolidated) for the year ended 31 March 2023

FINANCIAL HIGHLIGHTS			(Amount (Rs. in Million)
Particulars	Consolidated		Standalone
Particulars	2022-23	2021-22	2022-23	2021-22
Total Income	28,349.80	22,570.54	26,080.43	21,290.10
EBITDA	1,913.22	2,107.28	1,498.26	1,861.65
Finance Cost	12.10	65.18	11.99	64.93
Depreciation, Amortisation, Impairment	612.27	523.53	576.19	488.57
Profit Before Tax	1,518.36	1,655.60	1,149.27	1,633.41
Current Tax	413.91	434.61	296.40	385.81
Deferred Tax charge	(118.39)	(107.14)	(96.98)	(118.57)
Interim Dividend Paid (T /Share)	0	0	0	0
Paid up Equity Share Capital	594.93	594.93	594.93	594.93
Basic Earnings per Equity Share (in T)	20.55	22.43	15.97	23.07
Reserves	9,127.40	7,836.68	8,236.41	7,278.96

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2023 was T 28,120.29 Million, higher by 25.35% over the previous year''s revenue of T 22,433.51 Million. The profit after tax (PAT) attributable to shareholders for FY 2023 and FY

2022 was T 1,222.84 Million and T 1,328.13 Million, respectively.

On a standalone basis, the revenue from operations for FY 2023 was T 25,841.24 Million, higher by 23.26% over the previous year''s revenue of T 20,964.84 Million in FY 2022. The profit after tax (PAT) attributable to shareholders for FY

2023 and FY 2022 was T 949.85 Million and T 1,366.17 Million, respectively.

There was no change in nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operations in future.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves for Financial Year 2022-23.

DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2022-23.

DIVIDEND DISTRIBUTION POLICY

The Company has adopted the Dividend Distribution Policy to determine the distribution of dividend in accordance with the Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). The Dividend Distribution Policy is available on the Company''s website 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)

UTILISATION OF IPO PROCEEDS

Dodla Dairy Limited has raised funds through Initial Public Offer (IPO) aggregating up to '' 5,201.77 million ("offer"). The offer comprises an offer for sale of 10,985,444 equity shares aggregating up to '' 4,701.77 million ("offer for sale") and a fresh issue of 1,168,224 equity shares aggregating up to ''500 million (1,168,224 equity shares of Rs. 428/-) with the object of utilization of net proceeds to fulfil the repayment and/ or pre-payment, in full or part, of certain borrowings availed by our Company from ICICI Bank Limited, the Hongkong and Shanghai Banking Corporation Limited and HDFC Bank Limited, Funding incremental capital expenditure requirements of our Company and General corporate purposes.

The Company has fully utilized the fresh issue of IPO proceeds to fulfil the repayment and/ or pre-payment, in full or part, of certain borrowings availed by our Company from ICICI Bank Limited, the Hongkong and Shanghai Banking Corporation Limited and HDFC Bank Limited, Funding incremental capital expenditure requirements of our Company and General corporate purposes.

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 2023 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 2023 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 2023-24.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year the company incorporated a wholly owned subsidiary of the company in Kenya i.e. Country Delight Dairy Limited, Date of Registration 22 November 2022, Company Number: PVT-DLULG7LZ .

Country Delight Dairy Limited main object is to carry out production, processing of milk, milk products and distribution of dairy and other products.

The Company has invested KES 1,000,000.00 (1000 ordinary shares each KES 1,000.00) in Country Delight Dairy Limited, which is equivalent to 100 % of its issued and paid-up equity share capital.

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

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%20 for%20Determining%20Material%20Subsidiarv.pdf

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 2023 is appended to this Report as Annexure - II.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the Financial Year ended 31 March 2023 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.dodladairy. 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 2022-23, no company ceased to be subsidiary and associates of the company and your company does not have any joint ventures

KEY MANAGERIAL PERSONNEL & DIRECTORS

Key Managerial Personnel (KMP)

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Following are the KMPs of the Company in terms of Sec 203 of the Act

Dodla Sunil Reddy : Managing Director (MD) Ambavaram

: Whole time Director (WTD)

Madhusudan Reddy

B V Krishna Reddy : Chief Executive Officer (CEO)

Anjaneyulu Ganji : Chief Financial Officer (CFO)

Surya Prakash _: Company Secretary &

Mungelkar ^: Compliance officer (CS & CO)

Directors

Dodla Sesha Reddy, Director, is liable to retire by rotation and being eligible for re-appointment.

The board of directors of the company proposed to change designation of Mr. Akshay Tanna from Nominee Director to Non-Executive - Non-Independent and the same is being placed before the shareholders of the Company in this 28^thAnnual General Meeting for their approval.

During the year under review, there was no change in Composition of the Board of the Company.

Composition of the Board
Dodla Sesha Reddy	Chairman
Dodla Sunil Reddy	Managing Director
A Madhusudhana Reddy	Whole Time Director
Akshay Tanna	Nominee Director
Dr. Raja Rathinam	Independent Director
Rampraveen Swaminathan	Independent Director
Tallam Puranam Raman	Independent Director
Vinoda Kailas	Independent Director
None of the directors of the company are disqualified under the provisions of the Companies Act 2013.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met 5 (Five) times i.e., on 16 May 2022, 02 August 2022, 22 October 2022,19 November 2022 and 21 January 2023.

Details of the attendance of the Directors at the Board meetings held during the year ended 31 March 2023 are as follows:

Name of the Director	Number of Board Meetings Held Attended
Dodla Sesha Reddy	5	5
Dodla Sunil Reddy	5	5
A Madhusudhana Reddy	5	5
Akshay Tanna	5	4
Rampraveen Swaminathan	5	2
Tallam Puranam Raman	5	5
Dr.Raja Rathinam	5	5
Vinoda Kailas	5	5

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

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) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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 as on 31 March 2023 and Profit and Loss Account of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2023 on a going concern basis;

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

vi) that 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.

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.

COMPOSITION OF THE COMMITTEES AND ITS MEETINGSAudit Committee

The Audit Committee comprises of following Directors:

Name of the Director		Position	Designation on Board
Tallam Puranam Raman		Chairman	Independent Director
Rampraveen Swaminathan		Member	Independent Director
Dr. Raja Rathinam		Member	Independent Director
Dodla Sunil Reddy		Member	Managing Director
During the period, the Audit Committee	met 4 (Four) times on 16 May 2022, 02 August 2022, 22 October 2022 and 21
January 2023.
Details of the attendance of the Audit Committee held during the year ended 31 March 2023 are as follows:
Name of the Director			Number of Audit Committee Meetings
Name of the Director			Held Attended
Tallam Puranam Raman			4 4
Rampraveen Swaminathan			4 4
Dr. Raja Rathinam			4 4
Dodla Sunil Reddy			4 4
Nomination, Remuneration and Compensation Committee
The Nomination, Remuneration and Compensation Committee comprises of the following Directors:
Name of the Director	Position		Designation
Rampraveen Swaminathan	Chairman		Independent Director
Raman Tallam Puranam	Member		Independent Director
Dodla Sesha Reddy	Member		Non Executive Non-Independent Director
During the period the Nomination, Remuneration and Compensation Committee met 2 (Two) times on 16 May 2022 and
21 January 2023.

Details of the attendance of the Nomination, Remuneration and Compensation Committee held during the year ended 31 March 2023 are as follows:
Name of the Director	Number of Nomination, Remuneration and Compensation Committee Meetings
	Held	Attended
Rampraveen Swaminathan	2	2
Raman Tallam Puranam	2	2
Dodla Sesha Reddy	2	2
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
Name of the Director	Designation Position on the Committee
Raman Tallam Puranam	Independent Director	Chairman
Dodla Sunil Reddy	Managing Director	Member
Akshay Tanna	Nominee Director	Member
During the period the Stakeholders Relationship Committee met 1 (One) time on 21 January 2023.
Details of the attendance of the Stakeholders Relationship Committee held during the year ended 31 March 2023 are as follows:
Name of the Director	Stakeholders Relationship Committee Meetings
Name of the Director	Held	Attended
Raman Tallam Puranam	1	1
Dodla Sunil Reddy	1	1
Akshay Tanna	1	0
Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility (CSR) Committee comprises of the following Directors:
Name of the Director	Position on the Committee	Designation
Dodla Sesha Reddy	Chairman	Non-Executive NonIndependent Director
Akshay Tanna	Member	Nominee Director
Vinoda Kailas	Member	Independent Director
During the period Corporate Social Responsibility (CSR) Committee met 2 (Two) time i.e., on 16 May 2022 and 21 January 2023.

Details of the attendance of the Corporate Social Responsibility (CSR) Committee held during the year ended 31 March 2023 are as follows
Name of the Director	Number of Corporate Social Responsibility (CSR) Committee Meetings
	Held	Attended
Dodla Sesha Reddy	2	2
Akshay Tanna	2	1
Vinoda Kailas	2	2
Risk Management Committee
The Risk Management Committee consists of the following Directors:
Name of the Director	Position on the Committee	Designation
Dr. Raja Rathinam	Chairman	Independent Director
Akshay Tanna	Member	Nominee Director
Madhusudhana Reddy Ambavaram	Member	Whole-time Director
During the period Risk Management Committee met 2 (Two) time i.e., on 02 August 2022 and 21 January 2023. Details of the attendance of the Risk Management Committee held during the year ended 31 March 2023 are as follows
Name of the Director	Number of Corporate Social Responsibility (CSR) Committee Meetings
	Held	Attended
Dr. Raja Rathinam	2	2
Akshay Tanna	2	1
Madhusudhana Reddy Ambavaram	2	2

The Company has adopted the development and implementation of risk management policy and analysis. The brief detail about this policy may be accessed on the Company''s website at the weblink:

https://www.dodladairv.com/static/investors/code-of-policv/Risk-Management-Policv.pdf

The Brief description of the terms of reference of Audit Committee, Nomination, Remuneration and Compensation, Stakeholder''s relationship committee and Risk Management Committee is part of Corporate governance report forming part of this report

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 09 March 2023, inter-alia, to discuss evaluation of the performance of Non-Independent 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.

DIRECTORS AND OFFICERS INSURANCE (âD&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 and members of the Senior Management.

BOARD PROCESSES, PROCEDURES AND PRACTICES

The company believes that the effectiveness of the board is reinforced by its structures and the processes and procedures it follows. It has in place robust practices and processes that contribute to the effective and efficient performance of the board. Board systems and procedures broadly comprise convening the meetings, contents of the agenda, conducting the meetings, decision making at the meetings, adequacy of minutes and working of board committees.

Decisions relating to the policy and operations of the company are arrived at meetings of the board held periodically. Meetings of the board enable discussions on matters placed before them and facilitate decision making based on collective judgment of the board. The company follows the best practices in convening and conducting meetings of the board and its committees. These include:

Frequency of meetings

A minimum of four board meetings is held each year with the time gap between any two successive meetings not exceeding 120 days. Meetings of the committees are also planned and scheduled to be held along with the board meetings.

Board agenda

It strikes a fine balance between the reviews of the past performance and forward-looking issues. The agenda is structured such that routine and administrative matters do not consume too much board time. The agenda is made available to the directors along with supporting documents sufficiently in advance of the meetings.

Decision making process

The board follows a culture of openness and debate by facilitating effective contribution of all directors and ensuring constructive relations among the directors. Constructive discussions are facilitated leading to effective decision making. The chairman ensures that adequate time is available for discussion of all agenda items in particular strategic issues.

Availability of information to the board

The board should be supplied in a timely manner with information in a form and of a quality appropriate to enable it to discharge its duties. Under the advice and direction of the chairman, the company secretary''s responsibility includes ensuring good information flows within the board as well as between senior management and non-executive directors.

The following information, inter alia, is provided to the directors of the company:

â¢ Annual operating plans and budgets and any updates.

â¢ Capital budgets and any updates.

â¢ Quarterly results for the company

â¢ Minutes of meetings of audit committee and other committees of the board

â¢ General notices of interest received from directors.

â¢ Show cause, demand, prosecution notices and penalty notices which are materially important.

â¢ Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

â¢ Any material default in financial obligations to and by the company

â¢ Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company

â¢ Non-compliance of any regulatory, statutory duty

â¢ Legal compliance reports and details of payment of statutory dues

Role of the Chairman

The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role. The role includes:

â¢ Making certain that an effective decision-making process is in place in the board, and that the board''s committees are properly structured with appropriate terms of reference

â¢ Encouraging the active engagement of all board members in board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

â¢ Building effective relationships founded on mutual respect and open communication - both inside and outside the boardroom - between the non-executive directors and executive team, in particular with regard to the identification and oversight of significant risks.

Role of Managing Director

challenge from non-executive directors is an essential aspect of good governance and encourage the nonexecutive colleagues to probe proposals, especially when issues of judgement are concerned. The role includes:

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;

â¢ ensuring that issues relevant to this objective are reserved for board consideration, including determining the nature and extent of the significant risks the board is willing to embrace in the implementation of its strategy;

â¢ developing, in particular, a productive working relationship with the CEO, providing support and advice while respecting executive responsibility;

â¢ consulting the senior independent director on board matters consistent with regulations;

â¢ ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity;

Role of CEO

The CEO is vested with operational responsibility for delivering the company''s strategy. The CEO''s relationship with the chair and MD is the key dynamic that underpins the effectiveness of the board. The CEO, with the support of the executive team, has primary responsibility for communicating to the people working within the business the expectations of the board in relation to the company''s culture, values and behaviours.

He has the most intimate knowledge of the company and its capabilities. This is evidenced when making proposals and exercising judgement, particularly on matters of strategy.

Role of CFO

The Chief Financial Officer (CFO) is a key position within the company and is responsible for overseeing financial activities and providing strategic financial guidance. The CFO is responsible for developing and executing the company''s financial strategy and analyzing data and market trends to make informed decisions that maximize profitability and shareholder value, financial planning and analysis, producing accurate forecasts, and collaborating with other departments to achieve financial goals. Additionally, the CFO plays a key role in risk management, identifying and mitigating financial risks to ensure the stability and success of the business.

The CFO is also responsible for maintaining accurate and transparent financial reporting and ensuring compliance

with accounting standards and regulations. They control the company''s capital structure by making financing and investment decisions in order to optimize capitalization and liquidity. The CFO also acts as a liaison between the company and external stakeholders, providing information on financial performance and establishing financial controls. Their knowledge and leadership skills contribute to the company''s financial health and success.

Role of Company Secretary in overall governance process

The company secretary has a key role to play in facilitating the effective functioning of the board through the timely presentation of board information which - by being accurate, clear and comprehensive - assists high-quality decision making.

Under the direction of the Chairman and MD, the company secretary''s responsibilities include ensuring accurate information flows within the board and its committees, between senior management and non-executive directors, as well as facilitating induction and assisting with professional development. All directors have access to the advice and services of the company secretary who is responsible to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the company secretary acts as secretary of the Board and its committees thereof.

The Company Secretary ensures transparency of information among all the stakeholders, He also updates Board with regular updates on Various statues which has significant impact on the operations of the Company , Board and Committees.

Decision making at the Board.

Effective and good decision-making at the board is facilitated by:

â¢ ensuring that directors are afforded adequate time to prepare for meetings;

â¢ allowing time for debate and challenge, especially for complex, contentious or business-critical issues;

â¢ achieving timely closure on decisions taken; and

â¢ providing clarity for executives on the actions required.

BOARD EVALUATION

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

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.

The Statutory Auditors and Internal Auditors of the Company presents to the Board of Directors 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 1^st 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.

As per Rule 12 of the âCompanies (Share Capital and Debenture) Rules, 2014â and SEBI regulations the declaration is as follows:
Sl. No	Particulars		Details
a.	options granted		8,35,074
b.	options vested		8,35,074
c.	options exercised		NIL
d.	the total number of shares arising as a result of exercise of option		NIL
e.	options Lapsed		NiL
f.	the exercise price		213.3929
g.	variation of terms of options		NIL
h.	money realized by exercise of options		NIL
i. employee wise details of options granted:
(i) Key Managerial Personnel:
Sr. no. Name of the employee		Employee code	No. of options
1	Venkat Krishna Reddy Busireddy	0002	8,35,074

(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

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

Details of loans, guarantee and investments are given in Note no. 8, 9,15, 20 and 25 to the Financial Statements attached. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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 20223 in prescribed Form AOC-2 is appended to this Report as Annexure - III.

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.

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 2023 is 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 2022-23. 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 2023.

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

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

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 relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE ABOUT COST AUDIT

During the financial year under review, your Company has not crossed the threshold limits prescribed for appointment of Cost Auditor as per provisions of Section 148 of the Companies Act, 2013 and rules made thereunder.

(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:

S. No.	Particulars	Status of the No. of complaints received and disposed off
1	Number of complaints on Sexual harassment received	Nil
2	Number of Complaints disposed off during the year	Not Applicable
3	Number of cases pending for more than ninety days	Not Applicable
4	Number of workshops or awareness programme against sexual harassment carried out	The Company regularly conducts necessary awareness programs for its employees.
5	Nature of action taken by the employer or district officer	Not Applicable

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

The said policy of the Company is available on the Company''s website at: https://www.dodladairv.com/static/investors/ code-of-policv/N-R-Committee-Charter.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 is part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PREVENTION OF INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. The Company has appointed Surya Prakash M , Company Secretary as Compliance Officer from 22 October 2021, who is responsible for setting forth procedures and implementing of the code for trading in Company''s securities. 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 2023 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.

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.

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 2023 to which the Financial Statements relates and the date of signing of this 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 2023, 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

INSURANCE

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

CREDIT RATING

Given below are the ratings given to the Company by ICRA Limited during the Financial Year ended 31 March 2023:

Facilities	Rating
Long Term Scale on Bank limits	[ICRA]AA- (Stable)
Short-Term Scale on Bank limits	[ICRA]A1
Cash Credit / Short term Loan on Bank limits	[ICRA]AA- (Stable) / [ICRA]A1
Instrument Rated (NCD)	[ICRA]AA- (Stable) Withdrawn

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 Chilling Centers 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 Dodla celebrates 25 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, Dodla 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. Dodla is also dialling up its presence in new age channels like E-Commerce to build salience with millennials. Dodla aims to become the most preferred dairy brand through continuous consumer engagement.

AWARDS AND RECOGNITIONS

During the Financial year 2022-23 the Company has received the following awards:

âCII award for food safety 2022 - Commendation Certificate for Significant Achievement in Food Safetyâ

award from CII''s Food and Agriculture Centre of Excellence (FACE) in "Dairy Products Large Business" for two of our units i.e. Gundrampally and Chendurthi.

âNational Safety Council of India Safety Awards - 2022â

in manufacturing sector awarded to Dodla Dairy Limited, Nellore Plant, Andhra Pradesh.

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.

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 all levels of workplace. We have created a safe and healthy environment by installing safety guards for all the machinery with regular maintenance. 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 and sustainable planning. Over the decade the company has adopted recycling of water, rain harvesting, solar panel installation and this has been continuous process at all our plants. We are conducting annual medical camps for all employees and workers across all locations. The company has no manual involvement from source to final product i.e., this makes all the employees and workers safe at awork place. 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 that providing a congenial environment is a critical success factor for the organization growth and sustenance. The Company has taken all necessary steps through various policies and procedures to ensure good, safe and healthy environment across all locations. Also, Human resource development has been taken up as prime agenda and number of leadership development initiatives have been rolled out during the FY 2022-23 to ensure the people preparedness to handle the future growth. Many of the HR activities has been digitalized to enable employees to get all services on their fingertips. We have conducted many employee engagement programs/ activities, which improved the cross functional teamwork 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 contribution during the entire year through automation. This has enabled us to identify the potential people on whom the organization should invest time and energy while ensuring their growth path in the organization.

With regard to industrial relations, we have initiated a grievance redressal mechanism policy at all locations by installing grievance boxes at all plants, ccs and sales offices and encouraging all the employees and workers to raise their concerns/ challenges/ issues in writing. We have constituted grievance redressal committee at all locations to address and resolve the issues/ concerns raised. We have Safety Committee, Canteen Committee and Emergency Response Team at all 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, lenders including bankers and most importantly consumers for support, your Company has been privileged to receive.

Mar 31, 2022

Your Directors have immense pleasure in presenting the 27^th Annual Report on the business and operations of the Company for the Financial Year ended 31 March 2022.

FINANCIAL HIGHLIGHTS			(Amount (T) in million)
Particulars	Consolidated		Standalone
Particulars	2021-22	2020-21	2021-22	2020-21
Total Income	22,570.54	19,503.74	21,290.10	18,446.92
EBITDA	2,107.28	2,424.67	1,861.65	2,168.93
Finance Cost	65.18	118.92	64.93	118.53
Depreciation, Amortisation, Impairment	523.53	507.27	488.57	473.5
Profit Before Tax	1,655.60	1,862.16	1,633.41	1,654.78
Current Tax	434.61	515.25	385.81	503.02
Deferred Tax charge	(107.14)	87.21	(118.57)	67.82
Interim Dividend Paid (T /Share)	0	0	0	0
Paid up Equity Share Capital	594.93	583.25	594.93	583.25
Basic Earnings per Equity Share (in T)	22.43	22.48	23.07	19.34
Reserves	7,836.68	5,996.45	7,278.96	5,459.27

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On consolidated basis, the revenue from operations for FY 2022 was T 22,433.51 Million, higher by 15.40% over the previous year''s revenue of T 19,440.06 Million. The profit after tax (PAT) attributable to shareholders for FY 2022 and FY 2021 was T 1,328.13 Million and T 1,259.70 Million, respectively.

On a standalone basis, the revenue from operations for FY 2022 was T 20,964.84 Million, higher by 14.13% over the previous year''s revenue of T 18,369.04 Million in FY 2021. The profit after tax (PAT) attributable to shareholders for FY 2022 and FY 2021 was T 1,366.17 Million and T 1,083.94 Million, respectively.

There was no change in nature of business of the Company. There were no significant or material orders passed by regulators, courts or tribunals impacting the Company''s operations in future.

TRANSFER TO RESERVES

During the year the Company has transferred an amount of T Nil (31 March 2021 -T 34.61 Million) to Debenture Redemption Reserves out of amount available for appropriations as required U/s 71 of the Companies Act, 2013 read with Rule 18 of Companies (Share Capital and Debentures) Rules, 2014

COVID IMPACT ON THE DAIRY INDUSTRY IN FY22

In FY2021 as well as in some part of FY2022, the Indian Dairy sector experienced supply setback as well as demand uncertainties owing to restrictive measures imposed for the control of COVID-19 pandemic. In the dairy supply chain, availability of feed and fodder declined due to halting of travel and transport services. Due to increase in cost of milk procurement and simultaneous fall in milk prices (due to the mismatch between demand and supply of milk

led to a decline in milk prices), thus directly affecting the dairy industry across the nation. Major challenge for the dairy processors was posed by the fall in demand which declined steeply, particularly for the value-added products such as Curd, Ice Cream, Paneer etc. The impact was felt in the household market as well as in the HoReCa segment. Even after the restaurants started opening post lockdown, the footfalls remained subdued during the first and second quarter of FY22. Travel and tourism, a major trigger for consumption of dairy products, was also adversely impacted during the second wave.

In the organised sector, 65% to70% of the total processed milk is sold as liquid milk which is immediately sold after packing and only 30% is processed into other dairy products (VAP) like ghee, butter, cheese, curd, ice-cream, milk powder etc. Yet, value addition and production of these VAP having comparatively longer shelf life than liquid milk, emerged as a popular strategy for disposal of surplus milk during lockdown.

For the whole year, the industry is estimated to have grown by around 10%.

However, during and post pandemic, the increased consumer awareness on hygiene and nutrition did help the organised dairy industry to remain buoyant and ensure long term growth.

COVID IMPACT ON THE COMPANY IN FY21 & FY22

FY 2021 saw a dip in the company''s revenue, mainly due to the impact of the Covid-19 pandemic. Total Income went down by around 9% from ^ 21,456 million to ^ 19,504 million. Institutional sales were dampened due to lower demand from confectionary and hotel segments. However, due to the decrease in the raw material cost coupled with our cost control initiatives, profit after tax for the year had increased to ^ 1,260 million from ^ 499 million in FY2020. Almost all of our financial ratios improved as compared to the previous year, with a surge in the collection of our receivables, reduction in long term debt and improved net margins. EBITDA margins increased from 6.6% in FY20 to 12.5% in FY21.

Second wave of the pandemic during FY2022 did impact company''s out-of-home consumption revenue, but the company could build on its experience from the past COVID-19 waves and responded to the situation in terms of supply chain distribution. Stepping into FY22, the company could come back to the growth trajectory from the first quarter itself, with the revenue growing 12.45% year on year. In the following quarters, the impact of Covid diminished and the revenue inched towards the pre covid levels.

DIVIDEND

Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2021-2022.

The Dividend Distribution Policy is available on the Company''s website at https://www.dod1adairy.com

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

INITIAL PUBLIC OFFER (IPO) OF EQUITY SHARES

The Equity Shares of your Company are listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) with effect from 28 June 2021, pursuant to Initial Public Offering ("IPO") of the Company by way of a Fresh Issue and an Offer for Sale.

Your Directors are pleased to inform that, your Company completed the IPO of its equity shares of 12,153,668 equity shares* of face value of ^ 10 each ("equity shares") of Dodla Dairy Limited ("company") for cash at a price of ^ 428 per equity share (including a share premium of ^ 418 per equity share) (the "offer price") aggregating up to ^ 5,201.77 million ("offer"). The offer comprises a fresh issue of 1,168,224 equity shares aggregating up to ^ 500 million and an offer for sale of 10,985,444 equity shares aggregating up to ^ 4,701.77 million ("offer for sale").

The Main Objects of the IPO are Repayment and/ or prepayment, in full or part, of certain borrowings availed by our Company from ICICI Bank Limited, the Hongkong and Shanghai Banking Corporation Limited and HDFC Bank Limited, Funding incremental capital expenditure requirements of our Company and General corporate purposes.

Pursuant to listing of equity shares on the stock exchanges, your Company enjoys the benefit of enhanced brand equity and creation of public market for the equity shares of the Company.

Post the issue, 62.54% of the Equity Share Capital of your Company is held by the Promoter and Promoter Group.

LISTING OF EQUITY SHARES

The Company''s equity shares are listed on the following Stock Exchanges from 28 June 2021:

(i) BSE Limited (Scrip Code: 543306), Phiroze JeeJeebhoy Towers, Dalai Street, Mumbai-400 001, Maharashtra, India; and

website and can be accessed at the Web-link: https:// www.dod1adairy.com

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 2022 is appended to this Report as Annexure - II.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements for the Financial Year ended 31 March 2022 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 www.dod1adairy.com 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 2021-22, no company ceased to be subsidiary and associates of the company and your company does not have any joint ventures

KEY MANAGERIAL PERSONNEL (KMP)

Following are the KMPs of the Company in terms of Sec 203 of the Act

Dodla Sunil Reddy : Managing Director (MD)

B V Krishna Reddy : Chief Executive Officer (CEO)

Ambavaram Madhusudan Reddy :Who1e time Director (WTD) Anjaneyulu Ganji : Chief Financial Officer (CFO)

*Ruchita Malpani : Company Secretary & Compliance

officer (CS & CO)

*Surya Prakash Mungelkar : Company Secretary & Compliance

officer (CS & CO)

* Surya Prakash Mungelkar was appointed as the Company Secretary & Compliance officer and KMP of the company w.e.f. 22 October 2021 in place of Ruchita Malpani who has resigned from the position of Company Secretary & Compliance officer and KMP w.e.f 31 August 2021.

(ii) National Stock Exchange of India Limited (Scrip Code: DODLA), 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 as required.

UTILISATION OF IPO PROCEEDS

There has been no deviation in the utilization of the IPO proceeds of the Company.

Further, the details of Utilisation of Net IPO Proceeds for the year ended 31 March 2022 has been provided in notes to the Accounts of the Financials of the Company.

SHARE CAPITAL

Pursuant to the Initial Public Offering, the Company has allotted 1,168,224 Equity shares of T 10/- each on 23 June 2021.

The Paid-up Share Capital of the Company as on 31 March 2022 is T 594,927,35 0 and 59,492,735 Equity Shares of T 10 each fully paid up.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has 4 subsidiaries (i.e., Dodla Holdings Pte. Limited, Lakeside Dairy Limited, Dodla Dairy Kenya Limited and Orgafeed Private Limited) and 1 associate company (i.e., Global Vetmed Concepts India Private Limited) as on 31 March 2022. There are no joint venture companies. There has been no material change in the nature of the business of the subsidiaries and associates.

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

Pursuant to the provisions of Section 129 of the Companies Act, 2013 read with Rule 5 of 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 appended to this Report as Annexure - I.

The detailed policy for determining material subsidiaries as approved by the Board is uploaded on the Company''s

DIRECTORS

During the year under review, there is change in Composition of the Board as stated below:

COMPOSITION OF THE BOARD

Dodla Sesha Reddy : Chairman

Dodla Sunil Reddy : Managing Director

A Madhusudhana Reddy : Whole Time Director

Akshay Tanna : Nominee Director

Dr. Raja Rathinam : Independent Director

Rampraveen Swaminathan : Independent Director

Tallam Puranam Raman : Independent Director

*Ponnavolu Divya : Independent Director

# Vinoda Kailas : Independent Director

*Ponnavolu Divya has resigned from the office of Independent Director of the company w.e.f 31 December 2021.

# Vinoda Kailas was appointed as additional director in the category of Non-executive Independent Woman Director w.e.f 20 January 2022. Subsequently through Postal Ballot by remote e-voting process proposing the appointment of Vinoda Kailas as Independent Woman Director of the Company. The resolution was passed by way of postal ballot by remote evoting process on 12 March 2022.

Dodla Sunil Reddy retires by rotation and being eligible, offers himself for re- appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of Company has recommended reappointment of Mr. Ambavaram Madhusudhana Reddy (DIN: 08126380), as "Whole-time Director" of the company for a term of 5 years commencing from 01 May 2023 to 30 April 2028 , Mr. Rampraveen Swaminathan (DIN: 01300682) and Mr. Tallam Puranam Raman (DIN: 00320782) as a Non-Executive Independent Directors of the Company for a consecutive term of five years from 13 July 2023 to 12 July 2028 to the members for their approval by way of a special resolution at the 27^th AGM. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

During the year under review:

Ponnavolu Divya has resigned from the office of Independent Director of the company w.e.f 31 December 2021.

Vinoda Kailas was appointed as additional director in the category of Non-executive Independent Woman Director w.e.f 20 January 2022. Subsequently through Postal Ballot by remote e-voting process proposing the appointment of Vinoda Kailas as Independent Woman Director of the Company. The resolution was passed by way of postal ballot by remote evoting process on 12 March 2022.

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

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year, the Board met 9 (Nine) times i.e., on 20 April 2021, 09 June 2021, 21 June 2021, 23 June 2021, 14 July 2021,07 August 2021,22 October 2021,20 January 2022 and 07 March 2022.

Details of the attendance of the Directors at the Board meetings held during the year ended 31 March 2022 are as follows:

Name of the Director	Number of Board Meetings
Name of the Director	Held	Attended
Dodla Sesha Reddy	9	9
Dodla Sunil Reddy	9	9
A Madhusudhana Reddy	9	9
Akshay Tanna	9	9
Rampraveen Swaminathan	9	9
Tallam Puranam Raman	9	9
Dr.Raja Rathinam	9	9
Ponnavolu Divya (Up to 31 December 2021)	7	5
Vinoda Kailas (w.e.f 20 January 2022)	2	2

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134 OF THE COMPANIES ACT, 2013

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) that in the preparation of the Annual Accounts, the applicable accounting standards have been followed;

ii) that 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 as on 31 March 2022 and Profit and Loss Account of the Company for that period;

iv) that the Directors have prepared the Annual Accounts for the Financial Year ended 31 March 2022 on a going concern basis;

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

vi) that 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.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149

The Independent Directors have submitted declaration of independence, as required pursuant to sub-section (7) of

Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section

(6) of Section 149.

COMPOSITION OF THE COMMITTEES AND ITS MEETINGS

The Audit Committee comprises of following Directors:

Audit Committee

Name of the Director	Position	Designation on Board
Tallam Puranam Raman	Chairman	Independent Director
Rampraveen Swaminathan	Member	Independent Director
Dr. Raja Rathinam	Member	Independent Director
Dodla Sunil Reddy	Member	Managing Director
During the period, the Audit Committee met 6 (Six) times on 19 April 2021, 14 20 January 2022 and 07 March 2022.		July 2021, 07 August 2021, 22 October 2021,
Details of the attendance of the Audit Committee held during the year ended 31 March 2022 are as follows:
	Number of Audit Committee Meetings
Name of the Director	Held	Attended
Tallam Puranam Raman	6	6
Rampraveen Swaminathan	6	4
Dr. Raja Rathinam	6	6
Dodla Sunil Reddy	6	6

Nomination, Remuneration and Compensation Committee
The Nomination, Remuneration and Compensation Committee comprises of the following Directors:
Name of the Director	Position	Designation
Rampraveen Swaminathan	Chairman	Independent Director
Raman Tallam Puranam	Member	Independent Director
Dodla Sesha Reddy	Member Non Executive Non-Independent Director
Akshay Tanna (Up to 24 December 2021)	Member	Nominee Director
During the period the Nomination, Remuneration and Compensation Committee met 3 (Three) times on 05 May 2021, 22
October 2021 and 20 January 2022.
Details of the attendance of the Nomination, Remuneration and Compensation Committee held during the year ended
31 March 2022 are as follows:
	Number of Nomination, Remuneration and Compensation Committee Meetings
Name of the Director	Held	Attended
Rampraveen Swaminathan	3	2
Raman Tallam Puranam	3	3
Dodla Sesha Reddy	3	3
Akshay Tanna (Up to 24 December 2021)	2	2
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of following Directors:
Name of the Director	Position on the Committee	Designation
Raman Tallam Puranam	Chairman	Independent Director
Dodla Sunil Reddy	Member	Managing Director
Akshay Tanna	Member	Nominee Director
During the period the Stakeholders Relationship Committee met 1 (One) time on 20 January 2022. Details of the attendance of the Stakeholders Relationship Committee held during the year ended 31 March 2022 are as
follows:
	Stakeholders Relationship Committee Meetings
Name of the Director	Held	Attended
Raman Tallam Puranam	1	1
Dodla Sunil Reddy	1	1
Akshay Tanna	1	1
Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility (CSR) Committee comprises of the following Directors:
Name of the Director	Position on the Committee	Designation
Dodla Sesha Reddy	Chairman	Non-Executive Non-Independent Director
Akshay Tanna	Member	Nominee Director
Ponnavolu Divya (Up to 31 December 2021)	Member	Independent Director
Vinoda Kailas (w.e.f 20 January 2022)	Member	Independent Director

During the period Corporate Social Responsibility (CSR) Committee met 2 (Two) time i.e., on 19 April 2021 and 14 July 2021. Details of the attendance of the Corporate Social Responsibility (CSR) Committee held during the year ended 31 March 2022 are as follows
	Number of Corporate Social Responsibility (CSR) Committee Meetings
Name of the Director	Held Attended
Dodla Sesha Reddy	2	2
Akshay Tanna	2	2
Ponnavolu Divya (Up to 31 December 2021)	2	1
Vinoda Kailas (w.e.f 20 January 2022)	NA	NA
IPO Committee The IPO Committee consists of the following Directors:
Name of the Director	Position on the Committee	Designation
Rampraveen Swaminathan	Chairman	Independent Director
Akshay Tanna	Member	Nominee Director
Dodla Sunil Reddy	Member	Managing Director
During the period IPO Committee met 5 (Five) time i.e., on 27 April 2021,04 May 2021, 10 23 June 2021. Risk Management Committee The Risk Management Committee consists of the following Directors:		June 2021, 15 June 2021 and
Name of the Director	Position on the Committee	Designation
Dr. Raja Rathinam	Chairman	Independent Director
Akshay Tanna	Member	Nominee Director
Madhusudhana Reddy Ambavaram	Member	Whole-time Director
Note: The Risk Management Committee was constituted on 07 March 2022 by the Board of Directors of the Company.

The Brief description of the terms of reference of Audit, Nomination, Remuneration and Compensation, Stakeholder''s relationship committee is part of Corporate governance report forming part of this report

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 07 March 2022, inter-alia, to discuss evaluation of the performance of Non-Independent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and NonExecutive 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.

BOARD PROCESSES, PROCEDURES AND PRACTICES

follows the best practices in convening and conducting meetings of the board and its committees. These include:

Frequency of meetings

Board agenda

Decision making process

Availability of information to the board

The following information, inter alia, is provided to the directors of the company:

â¢ Annual operating plans and budgets and any updates.

â¢ Capital budgets and any updates.

â¢ Quarterly results for the company

â¢ Minutes of meetings of audit committee and other committees of the board

â¢ General notices of interest received from directors.

â¢ Show cause, demand, prosecution notices and penalty notices which are materially important.

â¢ Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems

â¢ Any material default in financial obligations to and by the company

â¢ Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the company

â¢ Non-compliance of any regulatory, statutory duty

â¢ Legal compliance reports and details of payment of statutory dues

Role of the Chairman

The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role. The role includes:

â¢ Making certain that an effective decision-making process is in place in the board, and that the board''s committees are properly structured with appropriate terms of reference

â¢ Encouraging the active engagement of all board members in board and committee meetings, drawing fully on their skills, experience, knowledge and, where appropriate, independence;

Role of Managing Director

The Managing Director (MD) lives and upholds the highest standards of integrity and probity inside and outside the boardroom, through setting clear expectations in terms of culture and values, as well as in terms of the style and tone of board discussions. The MD encourages directors to express their views frankly and challenge constructively in order to improve the standard of discussion in the boardroom. The MD appreciates that constructive challenge from non-executive directors is an essential aspect of good governance and encourage the nonexecutive colleagues to probe proposals, especially when issues of judgement are concerned. The role includes:

â¢ Setting a board agenda which is primarily focused on business, strategy, accountability, competitive performance and value creation;

â¢ developing, in particular, a productive working relationship with the CEO, providing support and advice while respecting executive responsibility;

â¢ consulting the senior independent director on board matters consistent with regulations;

â¢ ensuring effective processes are established relating to succession planning and the composition of the board, having regard to the benefits of diversity;

Role of CEO

He has the most intimate knowledge of the company and its capabilities. This is evidenced when making proposals and exercising judgement, particularly on matters of strategy.

Role of Company Secretary in overall governance process

Under the direction of the Chairman and MD, the company secretary''s responsibilities include ensuring accurate information flows within the board and its committees, between senior management and nonexecutive directors, as well as facilitating induction and assisting with professional development. ALL directors have access to the advice and services of the company secretary who is responsibLe to the Board for ensuring that Board procedures are complied with. In addition, the Company Secretary discharges the functions prescribed under the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Besides, the company secretary acts as secretary of the Board and its committees thereof.

Decision making at the board

Effective and good decision-making at the board is facilitated by:

â¢ ensuring that directors are afforded adequate time to prepare for meetings;

â¢ allowing time for debate and challenge, especially for complex, contentious or business-critical issues;

â¢ achieving timely closure on decisions taken; and

â¢ providing clarity for executives on the actions required.

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

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.

Senior 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 detail policy on the familiarisation programme is available on the website at www.dodladairy.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.

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 1^st 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.

As per Rule 12 of the âCompanies (Share Capital and Debenture) Rules, 2014â and SEBI regulations the declaration is as follows:
Sl. No	Particulars		Details
a.	options granted		835,074
b.	options vested		835,074
c.	options exercised		NIL
d.	the total number of shares arising as a result of exercise of option		NIL
e.	options Lapsed		NiL
f.	the exercise price		213.3929
g.	variation of terms of options		NIL
h.	money realized by exercise of options		NIL
i. employee wise details of options granted:
(i) Key Managerial Personnel:
	Sr. no. Name of the employee	Employee code	No. of options
	1 Venkat Krishna Reddy Busireddy	0002	835,074

(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

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

There are no Loans, Guarantees, Investments and Security made during the Financial Year ended 31 March 2022 as per the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

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 2022 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 www.dodladairy.com

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

Annual Return in Form MGT-7 is available on the Company''s website, the web link for the same is https://www. dodladairy.com

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.

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 relating to maintenance of Cost Records as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable to the Company.

DISCLOSURE ABOUT COST AUDIT

AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS

Statutory Auditors

The Company''s Statutory Auditors, BSR & Associates LLP, Chartered Accountants (ICAI Regn. No. 116231W/W-100024), were appointed as the Statutory Auditors of the Company for a period of 3 years at the 24^th Annual General Meeting of the Company, i.e., up to the conclusion of the 27^th Annual General Meeting of the Company.

Accordingly, BSR & Associates LLP, Chartered Accountants, Statutory Auditors of the Company will continue till the conclusion of Annual General Meeting to be held in 2022. In this regard, the Company has received a Certificate from the Auditors to the effect that their continuation as Statutory Auditors, would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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

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 2021-22. 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 2022.

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. dodladairy.com

RISK MANAGEMENT POLICY

The Company has adopted the development and implementation of risk management policy and analysis. The brief detail about this policy may be accessed on the Company''s website at the weblink:

https://www.dodladairy.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the Financial Year under review the Company has received no complaints of sexual harassment at workplace. The brief detail about this policy may be accessed on the Company''s website at the weblink: https://www.dodladairy. com

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: www.dodladairy.com

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 is part of this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

PREVENTION OF INSIDER TRADING CODE

procedures and implementing of the code for trading in Company''s securities. 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 REPORT

The ''Business Responsibility Report'' (BRR) of your Company for the year ended 31 March 2022 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

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.

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 2022 to which the Financial Statements relates and the date of signing of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

RBI Guidelines:

The Company being not accepting deposits, will not fall under the category of NBFC to comply with all the requirements prescribed by the Reserve Bank of India, from time to time as applicable to it.

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 2022, 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

INSURANCE
ALL properties and insurabLe interests of the Company have been fuLLy insured.
CREDIT RATING
Given beLow are the ratings given to the Company by ICRA Limited during the Financial Year ended 31 March 2022:
Facilities	Rating	Status
Long Term ScaLe on Bank Limits	[ICRA]AA- (StabLe)	Upgraded from (StabLe)	[ICRA]A (Positive) to	[ICRA]AA-
Short-Term ScaLe on Bank Limits	[ICRA]A1	Reaffirmed
Cash Credit / Short term Loan on Bank Limits	[ICRA]AA- (StabLe) / [ICRA]A1	-
Instrument Rated (NCD)	[ICRA]AA- (StabLe)	Upgraded from (StabLe)	[ICRA]A (Positive) to	[ICRA]AA-

QUALITY

AWARDS AND RECOGNITIONS

The company has established stringent quality control measures right from the milk collection level at a village to the consumers at the urban level. The various screening measures include, screening for various adulterants such as sugar, salt, urea, vegetable oil, detergents maltodextrin etc. More than 95 % of raw milk being procure directly from farmers. Recently we started checking Standard platelet Count (SPC), across all the ChiLLLing Centers and plants, Which has contributed for improvement of raw milk quality. All our plants are certified either FSSC 22000 V 5.1 or ISO 22000:2018. We have deployed advanced FT machines at our major processing plants to check incoming raw milk quality and finished products quality. We are continuously driving awareness programs on clean milk production to our farmers and vendors. We use the most advance and updated various technology for maintaining highest standard of quality. Since inception quality has been our top priority and we are committed to it.

BRANDING

As a brand, DodLa is committed to being a world-class dairy company that provides consumers with the highest quality of products and services. At DodLa Dairy, Commitment, Sincerity, Hard Work, Transparency, Integrity and Honesty are the cornerstones of our work and we hope to display these values in all aspects of our work. While we have an extensive range of dairy products that include Milk, curd, Paneer, Ghee, Butter, Flavored Milk and ice cream, we are constantly striving to increase our range of products and diversify our portfolio of products. No matter the product, our offerings focus on providing a healthier life for all our consumers while still giving them a taste they can fall in love with! DodLa''s mission is to supply high quality and safe milk and milk products consistently through a continual improvement of our systems and practices.

During the Financial year 2021-2022, the Company has received âEMERGING COMPANY OF THE YEAR" award from SOUTH INDIA BUSINESS LEADER OF THE YEAR.

The Company received âACHIEVER HR BEST Practices -2021â in the category of best in HR Technology/ Analytics in Large scale from Federation of TeLangana Chambers of Commerce and industry (FTCCI).

INVESTOR RELATIONSHIP

Your Company continuousLy strives for exceLLence in its Investor ReLationship (IR) engagement with Domestic and InternationaL investors and has set up feedback mechanism to measure IR effectiveness. Structured conference caLLs and periodic investor/anaLyst interactions, participation in investor conferences, quarterLy earnings caLLs and annuaL anaLyst meet with the Executive Director were organised during the year. Your Company aLways beLieves in Leading from the front with emerging best practices in IR and buiLding a reLationship of mutuaL understanding with investor/ anaLysts. Your Company ensures that reLevant information about the Company is avaiLabLe to aLL the investors by upLoading aLL such information at the Company''s website and the stock exchanges where the shares of the company Listed.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company beLieves that empLoyee motivation is the key to its success and is committed to providing necessary environment enabLing them to contribute continuousLy. ALso , Human resource deveLopment has been taken up as prime agenda and number of Leadership deveLopment initiatives have been roLLed out during the FY 2021-22 to ensure the peopLe preparedness to handLe the uncertainty during Covid and ambitious growth pLans. We were

continuously in touch with our employees through online/Video conferences across various locations of organisation during the covid pandemic and ensure that everybody delivers commitment and taken care of employee/food safety without any compromise. Many of the HR activities has been digitalized to enable employees to get all services on their fingertips. We have conducted many employee engagement programs and activities , which improved the cross functional team work.

With regard to industrial relations, we have initiated a employee grievances cell at all our plants and encouraged employees to submit their challenges and issues in writing. This has enabled the employees to push their perspectives to the management during the initial stage of discontent. Also enable the management to understand and address employee concerns on priority.

ACKNOWLEDGEMENTS

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

On behalf of the Board of Directors For Dodla Dairy Limited

Dodla Sunil Reddy Dodla Sesha Reddy

Place: Hyderabad Managing Director Director

Date: 16 May 2022 DIN:00794889 DIN: 00520448

Note: Except as otherwise stated, all the numbers in the Director''s Report are on standalone basis

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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Directors Report of Dodla Dairy Ltd.

PERFORMANCE OF THE COMPANY

DIVIDEND

DIVIDEND DISTRIBUTION POLICY

UNCLAIMED DIVIDEND

TRANSFER TO GENERAL RESERVES

CHANGE IN NATURE OF BUSINESS

ALTERATION OF AOA AND MOA OF THE COMPANY

SHARE CAPITAL

LISTING OF EQUITY SHARES

SUBSIDIARY, ASSOCIATE AND JOINT VENTURECOMPANIES

PERFORMANCE AND CONTRIBUTION OF EACH OF THESUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

CONSOLIDATED FINANCIAL STATEMENTS

BOARD OF DIRECTORS

Appointment/Re-appointment of Directors:

MEETINGS OF THE BOARD OF DIRECTORS

KEY MANAGERIAL PERSONNEL (KMP)

BOARD COMMITTEES

MEETING OF INDEPENDENT DIRECTORS

DECLARATION FROM INDEPENDENT DIRECTORS

Registration of Independent Directors in IndependentDirectors Databank

Online Proficiency Self-Assessment Test

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT ANDREMUNERATION

DIRECTORS'' RESPONSIBILITY STATEMENT

DIRECTORS AND OFFICERS INSURANCE (''D&O'')

BOARD EVALUATION

FAMILIARISATION PROGRAMMES

CODE OF CONDUCT

EMPLOYEES STOCK OPTION PLAN

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,GUARANTEES GIVEN OR SECURITY

PROVIDED

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITHRELATED PARTIES

STATEMENT OF PARTICULARS OF APPOINTMENT ANDREMUNERATION OF MANAGERIAL PERSONNEL

ANNUAL RETURN

CORPORATE SOCIAL RESPONSIBILTY POLICY

DEPOSITS

COST AUDITORS

SECRETARIAL AUDITOR

STATUTORY AUDITORS

INTERNAL AUDITORS

REPORTING OF FRAUDS BY AUDITORS

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

PREVENTION OF SEXUAL HARASSMENT

COMPLIANCE WITH SECRETARIAL STANDARDS

PREVENTION OF INSIDER TRADING CODE

MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT

CORPORATE GOVERNANCE

CEO & CFO CERTIFICATE

DETAILS OF SIGNIFICANT AND MATERIAL ORDERSPASSED BY REGULATORS OR COURTS OR TRIBUNALS

DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 2016 DURING THE YEAR

MATERIAL CHANGES AND COMMITMENTS

RISK MANAGEMENT

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY

INTERNAL AUDIT & CONTROL SYSTEMS

INSURANCE

CREDIT RATING

05 September 2024:

QUALITY

BRANDING

Integrated Marketing and Brand Building Initiatives

Television and Media Campaigns

On-Ground Activation: Van Campaign

Digital Growth and E-Commerce Focus

Looking Ahead

INITIATIVES FOR STAKEHOLDER AND CUSTOMERRELATIONSHIP

AWARDS AND RECOGNITIONS

ENVIRONMENT, HEALTH AND SAFETY

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

a. Workforce Welfare and Facilities

b. Human Capital Development and Digitisation

Significant strides were made in digitising key HRfunctions, which included:

c. Performance Management and Employee Engagement

d. Industrial Relations and Grievance Redressal

ACKNOWLEDGEMENTS

Dodla Sunil Reddy Dodla Sesha Reddy

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SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Registration of Independent Directors in Independent
Directors Databank

COMPANY''S POLICY ON DIRECTOR''S APPOINTMENT AND
REMUNERATION

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN OR SECURITY

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

STATEMENT OF PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY REGULATORS OR COURTS OR TRIBUNALS

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

INITIATIVES FOR STAKEHOLDER AND CUSTOMER
RELATIONSHIP

Significant strides were made in digitising key HR
functions, which included: