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Directors Reports

To,

The Members of

Ovobel Foods Limited,

Bangalore

Your Directors are pleased to present the 32nd (Thirty Second) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31st March 2024.

1. PERIOD OF THE REPORT

This report pertains to the period from 01st April 2023 to 31st March 2024.

2. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3):

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at https://www.ovobelfoods.com/general-information/annual-returns/

3. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rupees in lakhs)
Particulars Year Ended 31.03.2024 Year Ended 31.03.2023
Revenue from Operations 17,463.07 22,134.15
Other Income 519.11 342.37
Profit/Loss before depreciation, finance costs, exceptional items and Tax Expenses 2,625.35 5,464.68
Less: Depreciation/ Amortisation/ Impairment 97.71 76.67
Profit/Loss before finance costs, exceptional items and Tax Expenses 2527.64 5,388.01
Less: Finance costs 139.94 128.43
Profit/Loss before exceptional i tems and Tax Expenses 2387.70 5,259.58
Less: Exceptional items - -
Profit/Loss before Tax Expenses 2387.70 5,259.58
Less: Tax Expenses 598.91 1,377.31
Profit and Loss for the year 1788.79 3,882.27
Total Comprehensive Income/Loss (16.96) 8.48
Total 1771.83 3,890.75
Balance of Profit/loss for earlier years 4,449.71 558.79
Less: Transfer to Debenture Redemption Reserve -- --
Less: Transfer to Reserves (Retained Earnings) 1771.01 3890.92
Less: Dividend on Equity Shares -- --
Less: Dividend Distribution Tax -- --
Balance Carried Forward 6220.72 4,449.71

Your Directors are pleased to present the 32nd (Thirty Second) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31st March 2024.

1. PERIOD OF THE REPORT

This report pertains to the period from 01st April 2023 to 31st March 2024.

2. EXTRACT OF ANNUAL RETURN AS PROVIDED UNDER SECTION 92(3):

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at https://www.ovobelfoods.com/general-information/annual-returns/

3. FINANCIAL SUMMARY AND HIGHLIGHTS:

(Rupees in lakhs)
Particulars Year Ended 31.03.2024 Year Ended 31.03.2023
Revenue from Operations 17,463.07 22,134.15
Other Income 519.11 342.37
Profit/Loss before depreciation, finance costs, exceptional items and Tax Expenses 2,625.35 5,464.68
Less: Depreciation/ Amortisation/ Impairment 97.71 76.67
Profit/Loss before finance costs, exceptional items and Tax Expenses 2527.64 5,388.01
Less: Finance costs 139.94 128.43
Profit/Loss before exceptional! tems and Tax Expenses 2387.70 5,259.58
Less: Exceptional items - -
Profit/Loss before Tax Expenses 2387.70 5,259.58
Less: Tax Expenses 598.91 1,377.31
Profit and Loss for the year 1788.79 3,882.27
Total Comprehensive Income/Loss (16.96) 8.48
Total 1771.83 3,890.75
Balance of Profit/loss for earlier years 4,449.71 558.79
Less: Transfer to Debenture Redemption Reserve -- --
Less: Transfer to Reserves (Retained Earnings) 1771.01 3890.92
Less: Dividend on Equity Shares -- --
Less: Dividend Distribution Tax -- --
Balance Carried Forward 6220.72 4,449.71

The following gives a summary of the Financial Results of the Company:

(Rupees in lakhs)
Particulars Year Ended 31.03.2024 Year Ended 31.03.2023
Total Income 17,982.18 22,476.52
Total Expenses 15594.48 17,216.94
Earnings before interest, tax, finance cost, depreciation and amortization (EBITDA) 2,625.35 5,464.68
Depreciation and Finance Cost 237.65 205.10
Net Profit/Loss Before Tax 2387.70 5,259.58
Tax Expenses 598.91 1,377.31
Net Profit/Loss After Tax 1788.79 3,882.27
Earnings per Share Basic & Diluted 18.83 40.86

4. NATURE OF BUSINESS:

The company operates in the domain of egg powder and frozen egg manufacture and exports. There has been no change in the nature of business of the Company during the year under review. However, at its Extraordinary General meeting held on 02 May 2023, the shareholders passed a resolution to allow the Company to pursue backward integration, by owning egg farms, to ensure a stable and reliable supply of raw materials (eggs) for egg powder production. This will reduce dependency on external suppliers and will minimize risks associated with supply chain disruptions and can potentially reduce costs associated with purchasing eggs at market prices, providing a competitive advantage, especially during periods of price volatility in the egg market.

5. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR:

There is no material changes in the operations of the Company from the end of the financial year till the date of this report.

6. CAPITAL REDUCTION AND PROMOTER SHAREHOLDING

As on 31 March 2023 the total promoter shareholding in the Company was 72,71,500 equity shares equivalent to 76.53%. During the financial year 2023-24 the promoters of the Company sold 743,681 (7.82%) equity shares of the Company thus holding 65,27,819 equity shares equivalent to 68.71% of the paid up share capital of the Company as on 31 March 2024. Part of the promoter holdings was sold to maintain minimum public shareholding of 25% in the Company.

7. SHARE CAPITAL AND ITS CHANGES:

During the financial year ended March 31, 2024:

i. the Company has not altered the authorized share capital of the Company.

ii. the Company has not issued and allotted shares.

iii. has not reclassified or sub-divided the authorized share capital.

iv. has not reduced the share capital*.

v. has not buy backed any shares.

vi. has not issued any equity shares with differential voting rights, sweat equity shares, convertible securities debenture, bonds, warrants.

8. TRANSFER TO RESERVES AND SURPLUS ACCOUNT:

In view of the requirement of funds for business operations of the Company, no amount has been proposed to be transferred to Reserves. Further, the whole amount has been proposed to be retained in the Profit and Loss Account.

9. DIVIDEND:

During the year ended 31st March 2024, the Company has not proposed for any dividend payable to the shareholders. The Board regrets its inability to recommend any dividend in view of the need to preserve cash flows for investing in the activities of the Company.

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

The Company does not have any Subsidiary, Joint Venture or Associate Company during the period under review.

11. DEPOSITS:

During the financial year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2024. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company has adopted a framework and policy for approving related party arrangements /transactions. Review of Related Party arrangements /transactions is carried by the Audit Committee at its meetings. Company has framed Related Party Transactions Policy providing the framework for approval of related party transactions by the Audit Committee and Board.

The details of the Related Party Transactions during the period under review are provided in Annexure I (AOC-2) which forms part of the Board Report.

The policy on the Related Parties Transactions has been disclosed on the website of the Company.

Below is the link of the website:

http://www.ovobelfoods.com/general-information/policies/related-party-transaction/

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required underSecurities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Regulations, 2015 forms part of this Annual Report and is annexed to this Report as Annexure II. Certain Statements in the said report may be forward looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

14. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31,2024 as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report as Annexure III. The requisite certificate from ASA & Associates LLP, Statutory Auditors confirming Compliance with the provisions of Corporate Governance is attached to this Report as Annexure IV.

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy and the details of the CSR activities are given as Annexure V forming part of this Report. The policy on the Corporate Social Responsibility has been disclosed on the website of the Company.

16. CHANGES IN COMPOSITION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2023- 24, Mrs. Rakhi Bajoria (DIN: 07161473) and Mrs.Geetika Khandelwal (DIN: 10061631), were appointed as Additional Directors, Independent (Woman), of the Company by the Board of Directors with effect from 4th April 2023 and were appointed as Directors for a period of 5 years at the Annual General Meeting of the Company held on 03rd July 2023 by the shareholders of the Company.

During the year under review Ms.Priyanka Rajora and Ms.Pooja Jain both Independent Directors resigned from the Board of Directors of the Company with effect from 06 April 2023 and 30 May 2023, respectively. They resigned due to professional commitments and pre occupations and there were no other material reasons other than the ones mentioned herewith.

The Company since 31 March 2023 falls in the Top 2000 listed Companies on the Bombay Stock Exchange and it continues to be in the list as on 31 March 2024. Thus as per Regulation 17(1 )(c) the Board of Directors of the Company was required to be comprised of minimum 6 Directors.

Post the closure of financial year on 31 March 2024, the Board of Directors with the recommendation of the Nomination & Remuneration Committee appointed Mr. Satish Babu Padmanabha Shetty (DIN: 02504337) as an Additional Director (Non-Executive Promoter) on the Board of the Company w.e.f. 30 May 2024. Mr.Shetty is father of Mr.Mysore Satish Sharad, Managing Director and is also a Promoter of the Company. Mr.Shetty holds 17,33,100 equity shares equivalent to 18.24% of the paid up share capital of the Company. Mr.Shetty holds office upto the date of this Annual General Meeting and is eligible for being appointed as Director under the provisions of the Companies Act, 2013 and has offered himself for appointment. The Company has received notices in writing from Member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director.

Thus the details of change in composition of the Board of Directors of the Company during the financial year 2023-24 and post the closure of financial year on 31 March 2024 and the details of Director proposed to retire at the ensuing Annual General Meeting of the Company is as follow:

SL No NameoftheDirector DIN Designation Appointment /Resignation/Rotation w.e.f
1. Mr.Mysore Satish Sharad 08987445 Managing Director (Promoter, Executive Director) Rotation Date of AGM
2 Mrs. Rakhi Bajoria 07161473 Director (Independent, Woman) Appointment 04 April 2023
3 Mrs.Geetika Khandelwal 10061631 Director (Independent, Woman) Appointment 04 April 2023
3 Ms. Priyanka Rajora 08985737 Director (Independent) Cessation due to resignation 06 April 2023
4 Ms,Pooja Jain 08985766 Director (Independent) Cessation due to resignation 30 May 2023
5 Mr. Satish Babu 02504337 Additional Director Appointment 30 May 2024
Padmanabha Shetty (Promoter, Non - Executive)

17. DIRECTOR'SRESPONSIBILITY STATEMENT:

In Compliance with Section134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and hereby confirm the following:

a. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

c. The Directors had 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.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

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

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has invested in 10,000 Equity Instruments at a face value of Rs. 10/-each fully paid in SMIFS Capital Markets Limited (Quoted) on 28th March 1995. (Market value of the equity shares as on 31st March 2023 was Rs.3.879 lakhs and as on 31st March 2024 was Rs. 4.970 lakhs.

The Company also holds 90,00,000 Non convertible debentures (secured, unlisted, redeemable) of Rs.10/- each @4% interest rate in Greenergy Bio Refineries Private Limited (CIN: U11100KA2020PTC134566) for a tenure of 3 years.

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company had laid down guidelines, policies, procedures and structure to enable implementation of appropriate internal financial controls across the Company. These control processes enable and ensure the orderly and efficient conduct of Company's business, including safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation & disclosure of financial statements. Review and control mechanisms are built in to ensure that such control systems are adequate and operating effectively. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & Managing Director.

20. COMMITTEES OF THE BOARD:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

The Board of Directors has constituted four Committees i.e. Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee as per requirement of Corporate Governance under SEBI (LODR) Regulation 2015.

The majority of the members of these Committees are Independent and non-executives directors.

All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

During the financial year 2023-2024, 9 (Nine) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting, 3 (Three) Stakeholders Relationship Committee Meetings and 2 (Two) Corporate Social Responsibility Meetings were held at the Company as per requirement of Corporate Governance and any other applicable Regulations of the SEBI (LODR)Regulation 2015.

21. CEO & CFO CERTIFICATION:

CEO & CFO Certification Pursuant to SEBI (LODR) Regulation, 2015, forms part of this Annual Report and annexed to this Report as Annexure VI.

22. COMPLIANCE WITH SECRETARIAL STANDARD:

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

23. EMPLOYEE STOCK OPTION PLAN:

The Company has not adopted any Employee Stock Option Plan during the period under review.

24. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations stating that they meet the criteria of independence as laid down under section149(7) and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder and as per the requirement of SEBI (LODR) Regulation 2015.

25. BOARD EVALUATION:

a. As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board's own performance, its committee & Individual directors. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company's business and operations. The Board found that the performance of all the Directors was quite satisfactory.

b. The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

c. The Independent Directors meeting to review the performance of the non-Independent Directors and Board as whole was held on 07.02.2024.

26. BOARD MEETINGS /COMMITTEE MEETINGS:

During the financial year 2023-24, 10 (Ten) Board Meetings and 15 (Fifteen) Committee Meetings were held. The details of all Board meeting and Various Committee's Meeting are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

27. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL:

a. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in each situation and the reporting structure.

b. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

c. The Code of conduct has been posted on the Company website http://www.ovobelfoods.com/general- information/policies/code-conduct/

28. STATUTORY AUDITORS:

ASA & Associates, LLP were appointed as the Statutory Auditors of the Company by the shareholders of the Company at their 29th Annual General Meeting held on 24 September 2021 for a period of 5 years.

As per the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder, the Audited financial statements along with Statutory Audit report for the FY 2023-24 is hereby annexed as Annexure VIII.

29. SECRETARIAL AUDITOR AND REPORT:

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder, the Board of Directors had appointed Suman Bajoria, Practicing Company Secretary, Bangalore as Secretarial Auditor of the Company for the financial year 2023-24.

Section 204 of the Companies Act, 2013 read with rules made thereunder inter-alia requires every listed company to annex with its Board report, a Secretarial Audit Report given by a Company Secretary in Practice in the Form MR-3. As per the above-mentioned provisions Secretarial Audit report, as given by Suman Bajoria, Practicing Company Secretary is hereby annexed as Annexure VII.

30. COST AUDITORS:

The requirement of appointment of cost auditors is not applicable to the Company.

31. EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE BY THE AUDITORS:

The Statutory Auditors' Report does not contain any qualifications.

Secretarial Auditor's observations/ comments/ qualifications:

Observation: The Company is suspended from trading of securities at Calcutta Stock Exchange Limited.

Management Reply: The Directors of the Company will take necessary steps for delisting of securities at Calcutta Stock Exchange Limited. The Directors of the Company had visited to the Stock Exchange and discussed the matter relating to delisting of shares.

Observation: The board of directors of the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than six directors. The Company fell in the category of Top 2000 cos. with effect from 01 April 2023. During the FY 2023-24, the Company had 6 Directors with effect from 04 April 2023 till 30 May 2023 only.

Management Reply: The Company tried to scout for Independent Director. However it was not able find a suitable person. The Board is taking necessary steps to appoint the 6th Director. The Company is considering to appoint other non executive Director if it fails to appoint an Independent Director.

Observation: As per the provision of Regulation 24A(2) of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year. The Company filed a secretarial compliance report, to stock exchange, within sixty days from end of each financial year as received from the Practicing Company Secretary.

However the Company did not file the XBRL format of the said report with the Stock Exchange for the year ended 31st March 2023.

Management Reply: Missed inadvertently. The Company will be regular in compliance with XBRL version as well.

32. NOMINATION AND REMUNERATION POLICY

The Board of Directors have adopted and approved a Nomination and Remuneration policy which includes the terms and conditions for appointment and payment of remuneration to the Directors and Key Managerial Personnel (KMP) and other senior management personnel including criteria for determining qualifications, positive attributes, independence of a director as per Schedule IV of the Companies Act, 2013. The said policy has been made available on the website of the Company www.ovobelfoods.com under the weblink "https://www.ovobelfoods.com/general-information/policies/. The same is attached as "Annexure - IX" and forms integral part of this Report.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the requirements of Section 135 of Companies Act, 2013 and rules made there under, your Company has a Corporate Social Responsibility Committee. The terms of reference of the Corporate Social Responsibility Committee is provided in the Corporate Governance Report.

The Corporate Social Responsibility Policy (CSR Policy) formulated under recommendation of Corporate Social Responsibility Committee is available under the web link http://www.ovobelfoods.com/general- information/policies/csr-policy/.

Further, as per the requirement of Section 135 of the Companies Act, 2013, the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities. Your Company has spent the stipulated amount required to be spent during the year under review.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has laid down a Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers to report genuine concerns or grievances. The Whistle Blower Policy has been hosted on the website of the Company at http://www.ovobelfoods.com/general- information /policies/whistle-blower-policy/.

35. RISK MANAGEMENT:

The elements of risk threatening the Company's existence are very minimal, however the Company has identified and prepared a policy and the same is followed by the Company and a copy of the same is hosted on the website of the Company at https://www.ovobelfoods.com/general-information/policies/

36. DISCLOSURE UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT.2013:

Except as disclosed elsewhere in this report, if there have been any material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and the date of this report,the same shall be reported here: Nil.

37. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

EARNINGS AND OUTGO INTERMS OF SECTION 134(3)(M) OF THE COMPANIES ACT.2013 AND RULE 8 OF COMPANIES (ACCOUNTS) RULES.2014:

a. Conservation of Energy: With the increase in demand for the non-renewable energy resources such as water and electricity, the Company has been using Wood Fired Boilers in the factory which run on a fuel known as Briquettes (Agrowaste) instead of electricity. The Briquettes fuel is made of saw dust, groundnut shell, coffee husk and tamarind shell.

b. The consumption of the briquettes per hour is 375kgs/hr. The Capacity of the boiler is 20,00,000 kcals/hr. and the Company has invested Rs.45,00,000/-(inclusive of system oil) towards it. Purchase of spare thermic fluid heater Radiation & Convection coil of Rs.16,25,000/-

c. Technology Absorption:

The Company continues to keep abreast the developments and seeks to implement the latest technology in the factory for the forthcoming years. However, there was no technology imported by the Company during the last three years.

d. Foreign Exchange Outflow /Inflow:

Particulars 31.03.2024 31.03.2023
(Rupees in lakhs) (Rupees in lakhs)
Earnings in Foreign Currency 16102.77 19,859
Expenditure in Foreign Currency 284.84 94.2

38. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

No significant or material orders have been passed by any regulators or Courts or Tribunals impacting the going concern of the Company and its future operations.

40. POLICIES ON APPOINTMENT OF DIRECTORS. REMUNERATION AND OTHER MATTERS:

Disclosures under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Your Board report that:

> The ratio (Approx.) of the remuneration of each director to the median remuneration of the employees of the company for the financial year 08:01

> The percentage increase in remuneration during the financial year of each:

• Executive Director (including Chief Executive Officer); and

• Chief Financial Officer and Company Secretary (or Manager, if any,)

There was increase or decrease in the remuneration of any Executive Director, Chief Financial Officer or Company Secretaryof the Company. Following are the details of the same:

Name Designation

Remuneration (InLakhs)

Percentage increase in the remuneration
FY 202324 FY 202223
Mysore Satish Sharad Managing Director 60.00 60.00 0
Sunil Varghese P Chief Financial Officer 17.94 15.75 13.905
Prakriti Sarvouy* Company Secretary 1.84 1.84 0

> The percentage increase in the median remuneration of employees in the financial year is 8% (Approx.).

> The number of permanent employees on the rolls of company: 111 (As on 31.03.2024).

> Average percentage increases already made in the salaries of employee's other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2023-24 was 8% (approx.)

> The key parameters for any variable component of remuneration availed by the directors: There is no variable component of remuneration availed by the directors.

> Affirmation that the remuneration is as per the remuneration policy of the Company: Company affirms that theremuneration is as per the Remuneration policy of the Company

> Names of the top ten employees in terms of remuneration drawn:

Name Remuneration Received (Rs.) Qualification & Experience Date of Commencement Of employment Age Percentage of equity shares held by the Employee as a remuneration Whether any employee is a relative of any
director/ manager of the Company and if so, name of such director/ Manager
Mysore Satish Sharad 60,00,000 BBA 13-06-2021 30 Nil Nil
Ashwani Kumar Arora 31,26,581 B.Tech 03-10-2016 41 Nil Nil
Mohan. T. Gangoor 17,97,545 B.E 01-08-1997 56 Nil Nil
Sunil VargheseP 17,93,565 B.Com 16-03-2015 48 Nil Nil
Irappa C Dhang 11,42,020 B. E. Mechanical 03-11-2022 37 Nil Nil
Muniyappa U 11,37,690 Diploma 19-09-1996 53 Nil Nil
Prakasam R 11,26,311 MSC & BSC 19-07-2017 46 Nil Nil
Sukumar B V 11,25,435 B.V. Sc& AH 24-08-2022 30 Nil Nil
Vijay Kumar KM 10,37,361 ITI 23-01-1996 49 Nil Nil
Prasanna Kumar V 10,17,353 B.Com 23-01-1996 53 Nil Nil

Note: Nature of employment whether contractual or otherwise: All the above employees are permanent employees of the Company.

> The Name of every employee, who:

o if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees: Nil.

o if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate ,was not less than eight lakhs and fifty thousand rupees per month: Nil.

o If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company:

Nil.

41. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDERESSAL) ACT. 2013:

The company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and also has a policy and framework for employees to report sexual harassment cases at workplace and its process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programs against sexual harassment are conducted across the organization. The Company has internal committee in compliance with sexual harassment of women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The following is the summary of sexual harassment complaints received and disposed of during the year under review:

• Number of complaints pending at the beginning of the year: Nil

• Number of complaints received during the year: Nil

• Number of complaints disposed during the year :Nil

• Number of cases pending at the end of the year :Nil

42. FRAUD REPORTING:

There have been no frauds reported by the Statutory Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

43. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

During the Financial Year 2023-24, there was no change in Registrar and Share transfer agents.

44. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of the Companies Act, 2013, the declared dividends, which are unpaid or unclaimed for a period of seven years, shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

The Company is currently not required to transfer any unpaid or unclaimed amount to IEPF.

45. POLICY ON PREVENTION OF INSIDER TRADING

Your Company has adopted a Code for Prevention of Insider Trading with a view to regulate trading in equity shares of the Company by the Directors and designated employees of the Company. The said Code of Conduct is available on the website of the Company at "www.ovobelfoods.com. The Code requires preclearance for dealing in Company's shares and prohibits the purchase or sale of shares in your company by the Directors and designated employees, while they are in possession of unpublished price sensitive information and also during the period when the Trading Window remains closed.

46. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE-2016:

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

47. DIFFERENCE IN VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

48. ACKNOWLEDGEMENTS AND APPRECIATIONS:

The Board appreciates the commitment and dedication of its employees across all the levels who have contributed to the growth and sustained success of the Company. We would like to thank all our clients, vendors, bankers and other business associates for their continued support and encouragement during the year.

For and on behalf of the Board of Ovobel Foods Limited
Sd/ Sd/
Mysore Satish Sharad Syed Fahad
Managing Director Director
DIN:08987445 DIN:01865406
Place: Bangalore Place: Bangalore
Date: 01.08.2024 Date: 01.08.2024
Sd/ Sd/
Sunil Varghese P Prakriti Sarvouy
Chief Financial Officer Company Secretary & Compliance Officer
PAN: AFDPV2731D Membership No.: A21962
Place: Bangalore Place: Bangalore
Date: 01.08.2024 Date: 01.08.2024