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 AS’) 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 2024¬
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 2024¬
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 cs@dodladairy.com 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- Ý"
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 Company’s
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 Company’s Board comprises of the following Directors:

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, 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 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 Non¬
Independent Directors or the Management of the Company,
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.

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 Policy’) 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 Company’s 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 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 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&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.

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 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
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
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.
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
Auditor’s 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 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 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 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 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 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/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

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 Company’s 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 Management’s 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 Company’s
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 Company’s 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 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 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 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. 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:

20 March 2025:

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-of¬
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 it’s 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:

• Instagram followers increased by 200%

• 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 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 2024-25 the Company has received
the following awards:

• Confederation of Indian Industry (CII)

25th National Award for Excellence in Energy
Management 2024

• Bureau of Indian Standards (BIS)

Skimmed Milk Powder: Part-1 Standard Grade

• India Food Summit

Dairy Company of the Year

• Bureau of Indian Standards (BIS)

Skimmed Milk Powder: Achieving Zero Failure

• Inter Dairy Awards 2024

Best Product Quality & Safety Control

• 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 plants’
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 well¬
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:

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

• 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