Venkys (India) Ltd

The Shareholders,

Your Directors have pleasure in presenting the Forty Eighth Annual Report and audited financial statements for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS

(Rs. in Crores)

OPERATIONS

Sales turnover of the Company for the year ended 31st March, 2024 was Rs.3,738.15 Cr. as compared to Rs.4,233.69 Cr. in the previous year – a decline of 12%. Profit before tax was Rs. 109.42 Cr. as against Rs. 95.30 Cr. in the previous year, an increase of 15 %. Profit after tax was Rs. 79.07 Cr giving an Earning Per Share of Rs. 56.13 for the year.

Reduction in the sales turnover was due to lower sales and lower raw material prices of Oilseed segment. Subdued realisations from the finished goods of this segment, i.e. de-oiled cake and oil have also resulted in lower profits. On the other hand, the Poultry and Poultry Products segment and the Animal Health Products segment have registered satisfactory performance in a challenging environment where the Company had to face high feed prices and lower realisations from the sale of poultry products.

DIVIDEND

Your Directors recommend a dividend of Rs.7.00 per equity share (70%) for the year ended 31^st March, 2024. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.9.86 Crores.

The Company's dividend distribution policy is available at Page no.147 of this report and also available on www.venkys.com.

SEGMENT-WISE PERFORMANCE

Operational performance of each business segment has been comprehensively covered in the Management Discussion and Analysis Report given in Annexure-A which forms part of this Report.

CORPORATE GOVERNANCE REPORT

As per the requirements of Regulation 34(3) read with Clause C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report on Corporate Governance along with the certificate issued by Company Secretary in Whole-Time Practice thereupon is given in Annexure-B which forms part of this Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company i.e. www.venkys.com

GENERAL RESERVE

The Company has transferred an amount of Rs.50.00 Crores to its General reserve for the year 2023-24.

MEETINGS OF BOARD

During the year 2023-2024, 4 (Four) meetings of the Board of Directors were held on the following dates:

1) 10^th May, 2023, 2) 7^th August, 2023, 3) 7^th November, 2023 and 4) 8^th February, 2024.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31^st March, 2024 have been prepared by following applicable accounting standards;

2. 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 at the end of the financial year ended 31^st March, 2024 and of the profit of the Company for that year;

3. proper care has been taken for the maintenance of adequate records for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. the accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis;

5. internal financial controls to be followed by the Company are laid down and that such internal financial controls are adequate and are operating effectively; and

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

BOARD OF DIRECTORS AND THEIR COMMITTEES

a. Changes in the Composition of Board of Directors.

As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Jitendra M. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

The members in 38^th Annual General Meeting appointed Lt. Col. Ashok Mahajan (Retd.) Brig. Amrit Kapur (Retd.) and Brig. Rajeshwar Singh Rathore (Retd.) as Independent Director for first term of 5 years and again re-appointed for a further period of 5 years in 43^rd Annual General Meeting of the Company. The maximum tenure of the aforementioned independent directors is coming to an end in September, 2024 and hence they will cease to be Independent Directors of the Company. The Board placed on record their appreciation for the contribution made by the aforementioned directors during tenure with the Company. The Company is therefore required to appoint three new Independent Directors in place of the retiring Independent Directors.

Accordingly, the Board of Directors in their meeting held on 9^th August, 2024 proposed appointment of Brig. Vidur Nevrekar (Retd.), Col. Bipin Shinde (Retd.) and Major General Amar Krishna (Retd.) as Independent Directors with effect from the date of ensuing AGM for a period of three years thereof. Further, in the opinion of the Board, Brig. Vidur Nevrekar (Retd.), Col. Bipin Shinde (Retd.) and Major General Amar Krishna (Retd.) possess the required integrity, expertise and experience for being appointed as an Independent Director on the Board of the Company.

A brief profile of the above Directors is given in the Corporate Governance Report annexed to this report.

Apart from the above, there is no change in the Board of Directors of the Company.

b. Declaration from Independent Directors:

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and with the Code of Conduct for Directors and Senior Management Personnel.

c. Policy relating to the remuneration for Directors, Key Management Personnel & other employees.

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in sub-section 3 of Section 178 of Companies Act, 2013 is available on the website of the Company at http://venkys.com/investors/ policies-and-reports

d. Annual evaluation by the Board of its own performance and that of its Committees.

The Board annually performs the evaluation of its own performance, the Committees of the Board and that of individual Directors. While carrying out such evaluation various aspects relating to the Board functioning such as adequacy of composition, level of diversity of the Board, execution of specific duties, governance etc. are considered. The same mechanism is applied while evaluating the performance of the Committees of the Board and additionally the fulfillment of duties and scope as stipulated by the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is considered.

The performance evaluation of individual directors is carried out after considering factors like execution of specific assignments, effective contribution to the Board discussions and decisions, independence of judgment and steps taken towards proper governance of business and safeguarding interest of stakeholders.

e. Familiarisation Programme of Independent Directors

The Company at selected intervals takes steps to familiarise its independent directors about their roles, rights and responsibilities. The details of such programme is available on the website of the Company at http://venkys.com/investors/ policies

f. Audit Committee

The Company have Audit Committee in place as per as Section 177 of the Companies Act, 2013. Details of such committee are given in the Corporate Governance Report which is annexed and forms part of this Report.

g. Managing Director's Remuneration:

Pursuant to provisions of Companies Act, 2013, the Managing Director of the Company also draws remuneration from its Holding Company Venkateshwara Hatcheries Private Limited.

h. Confirmation in relation to Independent Directors:

The Board hereby confirms that in its opinion all the Independent Directors fulfill the conditions specified in the SEBI (LODR) Regulations, 2015.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

MATERIAL CHANGES AND COMMITMENTS AFTER THE CLOSE OF FINANCIAL YEAR

There are no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans, guarantees or made investments which fall under the purview of Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has in place a risk management plan devised by the Board and focuses on three key elements i.e. Risk Assessment, Risk Management and Risk Monitoring. The Board therefore identifies elements of risk, focus on mitigating the risk as per the plan and monitor the same post execution. In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formed a Risk Management Committee to monitor and review the Risk Management Plan of the Company. Brig. Rajeshwar Singh Rathore (Retd.), Chairman, Lt. Col. Ashok Mahajan (Retd.) and Mr. J. K. Handa, are the members of the Committee.

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky's (India) Limited has been historically conducting CSR activities concentrated on educational and medical services for the upliftment of the society, promotion of sports, rural development projects etc. Your Company has, pursuant to Section 135 of the Companies Act, 2013, formed a CSR Committee. The Annual Report on CSR for the F.Y. 2023-2024 is appended as Annexure C to this report. The policy on CSR is available on the website of the Company at http://venkys.com/ investors/policies-and-reports

INTERNAL FINANCIAL CONTROLS

The internal control system is designed to ensure that all the financial and other records are reliable for preparing financial statements and for maintaining accountability of the assets. The Company has a proper and adequate system of internal controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has established a Vigil Mechanism as per the provisions of the Companies Act, 2013 for the Directors and Employees to report genuine concerns. The Audit Committee is in-charge of this function. The details of Vigil Mechanism are available on the website of the Company at http://venkys.com/ investors/policies-and-reports

DEPOSITS

During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor did any such deposits remain unpaid or unclaimed.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014, contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business. Hence, no particulars are being provided in Form AOC - 2. Related Party disclosures as per IND AS 24 have been provided in Note No. 12 to the Financial Statements. The Related Party Transaction Policy is available on www.venkys.com

ACCOUNTS

The accounts read with the notes thereon are self-explanatory and hence do not call for any further comments.

INSURANCE

The assets of the Company which include buildings, sheds, machinery, stocks, etc. are adequately insured.

PERSONNEL AND HUMAN RESOURCES

Employee relations continued to be cordial throughout the year. The relevant information and the details of employees whose remuneration is required to be disclosed in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 appended to this Report as Annexure-D.

AUDITORS

M/s. S. K. Parekh & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company in the 46^th AGM and hold such office upto the conclusion of sixth consecutive AGM thereof on such remuneration as may be decided by the Board.

Further, the Auditors have not reported any Fraud under Section 143 (12) of the Companies Act, 2013 for the year ended 31.03.2024.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has re-appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2024-2025. The Secretarial Audit Report for financial year ended 2023-2024 issued by Mr.P.L.Shettigar is appended as Annexure-E and forms part of this Report. The Secretarial Auditor has reported an instance where the Risk Management Committee Meeting held on 10^th May, 2023 was with a delay of 2 days than the time gap stipulated between two meetings as per Reg21(3C) of SEBI (LODR) Regulations, 2015. The said delay was caused inadvertently and the Company has further taken steps to avoid such inadvertent delays in the future.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014 the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2024-25. Further, as per sub-section (3) of Section 148 of the Companies Act, 2013 the remuneration decided between the Board of Directors and Cost Auditor is put before the members for their ratification in the ensuing Annual General Meeting. The Cost Audit for the financial year ended 31^st March, 2024 is under process and the Company will submit the Cost Auditors' Report to the Central Government in time.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Based on the market capitalization as on 31^st March, 2024, your Company continues to be in the Top 1000 Listed Companies in India. Hence, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Business Responsibility and Sustainability Report describing the initiatives taken by the Company forms part of the Annual Report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Internal Complaints Committees which are constituted in terms of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. In the year 2023-2024 there were no complaints received by these committees.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As per the provisions of Companies Act, 2013, in the year 2023-2024 the Company has transferred unclaimed dividend pertaining to financial year 2015-16 amounting to Rs.20,48,665/- to the IEPF and also transferred unclaimed amount of fractional entitlement of bonus shares declared in 2016 amounting to Rs.3,77,936/- was transferred to IEPF. The details of dividend to be transferred to IEPF in this year and subsequent years are provided in the Corporate Governance Report which is annexed to this Report.

Further, in the year 2023-2024, 18,629 shares of such shareholders whose dividend remained unclaimed for past seven consecutive years were transferred to IEPF. The details of shares proposed to be transferred to IEPF in the current year are available on the website of the Company www.venkys.com.

SECRETARIAL STANDARDS

The Company has complied with all the applicable and effective Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

A. Conservation of Energy

The operations of the Company are not very power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatchery and offices. The Company has installed state-of-the-art hatchers and setters at its hatcheries.

1. Research and Development (R & D)

a) Specific areas: R & D activities of the Company are concentrated in the areas of developing wider application of Specific Pathogen Free (SPF) eggs and application of various breeder management techniques to improve productivity and increase feed efficiency.

b) Benefits derived: Wider acceptance of SPF eggs in the manufacturing of human and livestock vaccines in India and higher production and increased feed efficiency of breeders.

c) Plan of action: Further promotion of SPF eggs applications in the biological industry.

d) Expenditure on R & D: The expenditure incurred by the Company during the year on Research and Development was Rs. 5.44 Crores.

2. Technology Absorption, Adaptation and Innovation

a) Efforts made : The Company maintains continuous interaction with Charles River Laboratories Inc. (formerly SPAFAS

Inc.), U.S.A. for absorption of technology. b) Benefits : i. Development of new application

ii. Savings in foreign exchange through import substitution.

c) Technology Imported : SPF egg production and Reagent production technologies were imported from Charles River Laboratories Inc.. The benefit of the ongoing research by them in the said technologies is being derived by the Company through continued association with them.

C. Foreign Exchange Earnings and Outgo

1. Efforts have been made to increase exports of hatching eggs and SPF eggs.

2. Earnings and outgo:

a. Foreign exchange earnings (FOB): Rs.7.38 Cr.

b. Foreign exchange outgo: Rs.88.99 Cr.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the excellent services of the Employees at all the levels. The Company also expresses its thanks to its Shareholders, Bankers, Central and State Governments and District Level Authorities, Stock Exchanges, Dealers and Customers of the Company for their valued support.