The Board of Directors present the Company’s 31^st Annual Report on the business and operations of the Company along with the Audited Financial Statements of the Company for the financial year ended 31 March 2026.

FINANCIAL RESULTS

Financial statements for the year ended 31 March 2026 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 FY 2026 was ' 41,252.01 Million, higher by 10.89% over the previous year’s revenue of ' 37,200.65 Million. The profit after tax (PAT) attributable to shareholders for FY 2026 and FY 2025 was ' 2,669.99 Million and ' 2599.30 Million, respectively.

On a standalone basis, the revenue from operations for FY 2026 was ' 34,216.99 Million, higher by 2.40% over the previous year’s revenue of ' 33,415.28 Million. The profit after tax (PAT) attributable to shareholders for FY 2026 and FY 2025 was ' 2,283.84 Million and ' 2,469.82 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.

ACQUISITION

During the financial year 2025-26, the Company acquired HR Food Processing Private Limited (OSAM) with effect from 01 August 2025, and it became a wholly owned subsidiary of Dodla Dairy Limited.

DIVIDEND

The Board at its meeting held on 16 May 2026 has recommended a final dividend of INR 5/- (i.e. 50%) per equity share of INR 10/- each for the financial year 2025- 26. The dividend pay-out is subject to the approval of the shareholders at 31^st Annual General Meeting of the Company.

The Company has fixed Tuesday, 07 July 2026 as the "Record Date" for the purpose of determining the entitlement of shareholders to receive the final dividend for the financial year ended 31 March 2026.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations"), the Board of Directors of the Company have adopted a Dividend Distribution Policy. The policy lays down a broad framework and factors which the Board would consider for deciding the distribution of dividend

to its shareholders. The said policy is available on the Company’s website at https://dodladairy.com/wp-content/ uploads/2024/04/Dividend-Distribution-Policy.pdf

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

In accordance with the provisions of sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("I EPF").

The IEPF Rules mandate companies to transfer all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of IEPF.

TRANSFER TO GENERAL RESERVES

The Company has not transferred any amount from the profit and loss account to the general reserve during the year.

CHANGE IN NATURE OF BUSINESS

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

ALTERATION OF AOA AND MOA OF THE COMPANY

During the Financial Year 2025-26, the Company has not altered the Articles of Association and Memorandum of Association of the Company.

SHARE CAPITAL

During the financial year 2025-26, there was no change in the authorised share capital or the paid-up equity share capital of the Company.

The Authorised share Capital of the Company as on 31 March 2026 is INR 750,000,000 divided into 75,000,000 Equity Shares of INR 10 each fully paid up.

The issued, subscribed and fully paid-up Equity Share Capital of the Company as on 31 March 2026 is INR 603,278,090 divided into 60,327,809 Equity Shares of INR 10 each fully paid up.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. Annual listing fees for the year 2026-27 has been paid to these

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/

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 period under review, no unpaid or unclaimed dividend amounts were due for transfer to the IEPF. Accordingly, no shares were required to be transferred or credited to the IEPF Authority.

exchanges within the prescribed timelines. There was no suspension in trading of the equity shares of the Company during the financial year 2025-26.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has 4 Wholly Owned Subsidiaries (i.e., Dodla Holdings Pte. Limited, Orgafeed Private Limited, Country Delight Dairy Limited and HR Food Processing Private Limited (OSAM) (with effect from 01 August 2025) 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 2026. 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/2025/03/Policy-For-Determining-Material-Subsidiary.pdf

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the Financial Year 2025-26, HR Food Processing Private Limited (OSAM) became a wholly owned subsidiary of the Company with effect from 01 August 2025. During the year, no company ceased to be a subsidiary or an associate of the Company, and the Company does not have any joint ventures.

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 2026 is appended to this Report as Annexure - II.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the financial Year ended 31 March 2026 forms part of the Annual Report.

As per the provisions of Section 136 of the Companies Act, 2013, the Company has placed separate Audited accounts of its Subsidiaries on its website https://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.

BOARD OF DIRECTORS, ITS COMMITTEES AND THEIR MEETINGS

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors, including woman director, who bring to the table the right mix of knowledge, skill and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of the stakeholders.

@Mr Dodla Sunil Reddy (DIN: 00794889) was re-appointed as Managing Director for a further term of five (5) years from 01 April 2026 to 31 March 2031, as approved by the shareholders at the 30th Annual General Meeting held on 14 July 2025.

#Dr. Raja Rathinam (DIN: 09045647) was re-appointed as a Non-Executive Independent Director for a second term of five (5) consecutive years from 01 February 2026 to 31 January 2031, as approved by the Members through Postal Ballot on 07 December 2025.

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 no disqualification as required under Regulation 34 of SEBI Listing Regulations forms part of the Corporate Governance Report.

During the financial year, six (6) meetings of the Board of Directors of the Company were convened and held on 19 May 2025, 1 1 July 2025, 21 July 2025, 1 1 September 2025, 03 November 2025, and 27 January 2026, in accordance with the provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India. The details of the Board meetings, including the dates and attendance of Directors, are provided in the Corporate Governance Report forming part of this Annual Report. The interval between any two consecutive meetings was within the period prescribed under the Act and the SEBI Listing Regulations.

The Board has constituted the following five Committees:

1. Audit Committee

2. Nomination, Remuneration and Compensation Committee

3. Stakeholders’ Relationship Committee

4. Corporate Social Responsibility Committee

5. Risk Management Committee

The details of all the above Committees along with their terms of reference, composition, number of meetings and attendance at the meetings are provided in detail in the Corporate Governance Report annexed to this Board’s Report.

Change in Directorate

During the financial year approved the re-appointment of Mr Dodla Sunil Reddy (DIN: 00794889) as Managing Director of the Company for a term of 5 years with effect from 01 April 2026 to 31 March 2031 (both days inclusive) and the same was approved by the shareholders at the 30^th Annual General Meeting held on 14 July 2025.

Further, The members of the Company, vide resolutions passed through postal ballot on 07 December 2025, approved the Re-appointment of Dr. Raja Rathinam (DIN: 09045647) as a Non-executive Independent Director of the Company and continuation of his directorship as a Non-executive Independent Director in terms of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a second term of five (5) consecutive years commencing from 01 February 2026 to 31 January 2031 (both days inclusive). Re-appointment of Directors

In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr Akshay Tanna, Directors of the Company, is liable to retire by rotation and being eligible, offer himself for reappointment at the 31^st Annual General Meeting of the Company.

The Board of Directors, on the recommendation of Nomination, Remuneration & Compensation Committee has recommended re-appointment of Ms Vinoda Kailas (DIN:09104308) as an Independent Woman Director of the Company for a second term of five (5) consecutive years commencing from 20 January 2027 to 19 January 2032 (both days inclusive) to the members for their approval by way of a special resolution at the 31^st AGM.

Notice convening the 31^st AGM includes the above-mentioned proposal for re-appointments and the requisite disclosures under Section 102 of the Act, Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

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 2026:

^@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)

@Mr Dodla Sunil Reddy (DIN: 00794889) was re-appointed as Managing Director for a further term of five (5) years from 01 April 2026 to 31 March 2031, as approved by the shareholders at the 30th Annual General Meeting held on 14 July 2025.

During the year under review, except for the re-appointment mentioned above, there were no other changes in the Key Managerial Personnel (KMP) of the Company.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the Independent Directors was held on 18 February 2026, with no participation of NonIndependent Directors or the Management of the Company, inter-alia, to discuss evaluation of the performance of NonIndependent Directors, the Board as a whole, evaluation of the performance of the Chairman, taking into account the views of the Executive and Non- Executive Directors and the evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed satisfaction with the overall performance of the Directors and the Board as a whole.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received 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 your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

Online Proficiency Self-Assessment Test

Rampraveen Swaminathan & Tallam Puranam Raman are exempted from Online Proficiency Self-Assessment test and Dr.Raja Rathinam & Vinoda Kailas have passed the Online Proficiency Self-Assessment Test conducted by Indian Institute of Corporate Affair (IICA).

COMPANY'S POLICYON DIRECTOR'S APPOINTMENTAND 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/7075/03/ 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 had been followed.

(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 2026.

(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 applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, in consultation with its Nomination, Remuneration and Compensation Committee has formulated a framework containing, inter-alia, the criteria for performance evaluation of the Independent Directors, Board of Directors, Committees of Board, Individual Directors including Managing Director and Executive Director, NonExecutive Directors and Chairperson of the Board. Performance Evaluation of Independent Directors, Board of Directors, Committees of Board, Individual Directors, Managing Director and Executive Director, Non-Executive Directors and Chairperson of the Board Evaluation of all Board members is performed on an annual basis. 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.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated 05 January 2017, the Company has adopted the recommended criteria by SEBI.

The Directors were given 6 Forms for evaluation of the following:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson;

(v) Evaluation of Non-Executive and Non-Independent Directors; and

(vi) Evaluation of Managing Director.

The Directors were requested to give following ratings for each criteria:

5 Outstanding

4 Surpasses Expectations

3 Meets Expectations

2 Needs Improvement

1 Below Expectations

The Chairperson informed that based on the Evaluation done by the Directors, the performance of Directors is satisfactory.

FAMILIARIZATION 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 https://dodladairy.com/investor-corner/familiarization-programmes/

CODE OF CONDUCT

The Company has laid down code of conduct 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 https://dodladairy.com/wp-content/ uploads/2024/04/Code-Of-Conduct-For-Board-Of-Directors-And-SMP.pdf#new tab

EMPLOYEES STOCK OPTION PLAN

During the year 2018-19, your Company adopted an Employees Stock Option Plan named as "Dodla Dairy Limited Employees Stock Option Plan 2018" ("ESOP Scheme").

The options to acquire shares by way of ESOP plan shall be granted to the eligible employees who are in the permanent employment of the Company working in India or outside including directors of the Company whether whole time or not (excluding independent directors).

As per the ESOP plan 2018 dated 23 March 2018 and as amended by 1st Amendment to ESOP 2018, the aggregate number of Options which may be issued by the Company under ESOP Plan is 13,91,800 options and as per the revised grant letter dated 19 July 2018 issued by the Company under ESOP Plan is 8,35,074 options, each option shall entitle the option holder to One Equity Share in the Company.

Mr Busireddy Venkat Krishna Reddy, Chief Executive officer has exercised the 8,35,074 (Eight lakhs thirty-five thousand and seventy-four) equity shares of face value of INR 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.

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 ORARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. All the related party transactions are approved by the Audit Committee and Board of Directors.

The Company has adopted a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions.

The particulars of contracts or arrangements with related parties referred to in sub section (1) of Section 188 entered by the Company during the Financial Year ended 31 March 2026 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/2025/03/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

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link: https://dodladairy.com/ investor-corner/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, 201 4.

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 2027 at a remuneration of INR 1,50,000/- plus applicable taxes and reimbursement of out-of-pocket expenses. 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

M/s. MNM & Associates, Practicing Company Secretaries (Firm Registration No.: P2017TL059600), were appointed as the Secretarial Auditor of the Company for a term of five (5) years, from 01 April 2025 to 31 March 2030, at the

30th Annual General Meeting held on 14 July 2025. The Secretarial Auditor has confirmed that they are not disqualified from continuing as the Secretarial Auditor of the Company.

The Secretarial Audit Report issued by M/s. MNM & Associates, Practicing Company Secretaries for 2025-26 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.

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 Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company. The reports issued by the Statutory Auditor on the standalone and consolidated financial statements of the Company for the year ended 31 March 2026 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 reappointed M/s. KPMG Assurance and Consulting Services LLP as Internal Auditors to conduct Internal Audit of the Company for the Financial Year 2026-27.

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 programs 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

Your 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).

MATERNITY BENEFIT

The Company has duly complied with all provisions of the Maternity Benefit Act, 1961 and has extended all statutory benefits to eligible women employees during the year.

DESIGNATE PERSON FOR FURNISHING OR PROVIDING INFORMATION TO THE REGISTRAR OF COMPANIES WITH RESPECT TO BENEFICIAL INTEREST IN SHARES OF THE COMPANY

Pursuant to Rule 9 of the Companies (Management and Administration) Rules, 2014 and other applicable provisions of the Companies Act, 2013, the Board of Directors of the Company designated Company Secretary of the Company for furnishing or providing information to the Registrar of Companies with respect to beneficial interest in shares of the Company.

PREVENTION OF INSIDER TRADING CODE

Your Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Company’s website at: https://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 your Company for the year ended 31 March 2026 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 2026, 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

Your Company confirms that there has been no application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 ("the Code") during the year under review. Your Company further confirms there are no past applications or proceeding under the Code.

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company which occurred between the Financial Year ended 31 March 2026 to which the Financial Statements relates and the date of signing of this report.

RISK MANAGEMENT

Your 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. Your Company has a well-defined risk management policy.

The details of the Risk Management Committee are given in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has laid down internal financial control’s, through a combination of Entity level controls, Process level controls and IT General controls inter-alia to ensure orderly

and efficient conduct of business, including adherence to the Company’s policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. The evaluations of these internal financial controls were done through the internal audit process and were also reviewed by the Statutory Auditors. Based on their view of these reported evaluations, the directors confirm that, for the preparation of financial statements for the financial year ended 31 March 2026, the applicable Accounting Standards have been followed and the internal financial controls are generally found to be adequate and were operating effectively & that no significant deficiencies were noticed.

INTERNAL AUDIT & CONTROL SYSTEMS

Your Company has a well-defined and documented internal control system, which is adequately monitored. Checks & balances and control systems have been established to ensure that assets are safe guarded, 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 your Company carried out by reputed firms of Chartered Accountants across India. Your Company has an Audit Committee consisting of Four Directors in which one is Executive and three are Nonexecutive independent Directors. The Audit Committee of the Board of Directors are periodically apprised of the internal audit findings and corrective actions taken. The Audit Committee of the Board of Directors reviews the adequacy and effectiveness of internal control system and suggests improvements if any for strengthening them. Your Company has a robust Management Information System which is an integral part of the control mechanism.

INSURANCE

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

CREDIT RATING

The Company had not obtained any credit rating during the Financial Year ended 31 March 2026. Accordingly, no credit rating details are required to be disclosed for the year under review.

However, subsequent to the year-end, the Company has obtained/updated its credit rating from ICRA Limited on 02 April 2026, the details of which are provided below:

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 rapid 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 processing records and 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 programs on clean milk production to our farmers and vendors. We use the most advanced technologies for maintaining highest standards of quality. Since inception, Quality has been our top priority, and we are committed to it.

BRANDING

Integrated Marketing and Brand Building Initiatives

As Dodla Dairy continues its journey of delivering quality and trust to millions of consumers, the Company remains committed to offering high-quality milk and dairy products processed under stringent hygiene standards at its state-of-the-art facilities.

To further strengthen brand equity and deepen market penetration, Dodla has adopted a comprehensive 360-degree marketing approach, leveraging a mix of television, print, digital, OTT and on-ground activations.

Television and Media Campaigns

During the year, Dodla launched impactful television campaigns to reinforce its positioning as a trusted and preferred dairy brand. Alongside the existing milk and curd campaigns, a collaboration with comedy cookery show "Cook with Jathirathnalu” was undertaken to position Dodla

INITIATIVES FOR STAKEHOLDER AND CUSTOMER RELATIONSHIP

The Company has an effective Investor Relations Program ("IR”) through which the Company continuously interacts with the investor community across various channels (Periodic Earnings Calls, Individual Meetings, Participation in One-on- One interactions and group meetings). The Company ensures that critical information about the Company is available to all the investors by submitting all such information to the Stock Exchanges and also uploading the information on the Company’s website under the Investors Corner.

The Company strives to adopt emerging best practices in IR and building a relationship of mutual understanding with investors and analysts.

We place our customers at the centre of everything we do, aiming to provide food products effortlessly through world class process and systems. Development of robust customer relationship management is the top priority of the Organisation. Dodla has, therefore, taken great care in recognising the processes and frameworks that require attention to stringent checks and process for all its dairy products. It requires us to spend significant management time but at the same time, leads to better business and a better brand.

Customer satisfaction is the most important measure of success in our industry. All the effort we put in everyday gets translated into our high Customer retention and repeat customer volume. We reach out our customers to get their feedback about our products. In addition, we seek inputs on their future roadmap and priorities. This helps us measure the health of our relationships with our customers and what we can do to add value.

AWARDS AND RECOGNITIONS

During the Financial year 2025-26 the Company has received the following awards:

• NSCI Safety Awards 2025 - Certificate of Merit awarded to 2 plants for safety excellence.

• SEEM National Energy Management Award received for energy efficiency and sustainability initiatives.

• Bureau of Indian Standards (BIS) Certificate for Skimmed Milk Powder received on the occasion of World Standards Day 2025.

• Best Digital Finance Team of the Year - Nextgen CFO Awards 2025 awarded to Dodla Dairy Finance Team under the leadership of Mr Murali Mohan Raju.

• LACP Vision Awards 2024/25 (USA)

i. Platinum Award for excellence in Annual Report development

ii. Ranked #41 among Top 100 Reports Worldwide

iii. Technical Achievement Award for excellence in corporate reporting and communication

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

During the financial year 2025-26, We continued to put emphasis on strengthening our human resource function through sustained learning and development initiatives, enhancement of employee welfare measures, and progressive digitisation of HR processes. Focus was also directed towards streamlining visitor administration and reinforcing security management systems across the major plant locations to ensure greater operational efficiency, compliance, and workplace safety. We have driven various experiential learning programmes for improving commitment of the employees towards their job responsibilities and inculcated the culture of safety as a behaviour across all Plants and Chilling centres. Several Programmes have been conducted to improve ethical behaviour by way of pledge as a mandatory activity for all employee meetings across the locations fostering a positive, transparent and congenial working environment.

a. Human Resource Automation and Digitisation

During the year some initiatives for automating the contract labour management and covering most of the aspects of their lifecycle. We have also moved compliance management to a upgraded tool covering end to end aspects of statutory Compliance and Notice management. We have also evaluated multiple software service providers to enhance the employee experience on various HR related benefits through upgradation of HRMS Solution and decided to go with upgraded version of existing HRMS Solution which covers additional modules like LMS the Org Structure, Module to Module integration etc add ons and hire to retire seamless integration of each module and manpower optimisation.

b. Organisation Re-structuring and Refinement of Delegation of Authority.

Since the Organisation is growing on a continues basis to address the need of governance requirements between the Parent Company and its Subsidiaries both on front of Legal and Business viewpoint, after evaluating the existing practices and refined with the best practices. The said changes will be implemented during the next Financial Year.

c. Performance Management and Employee Engagement

We have taken measures for improvisation of PMS in the organisation. To name a few initiatives like fixation of Role wise KRAs for lower level employee at plants and chilling centres, and implementation of Continuous Feedback system across various locations through regular persuasion and efforts helped to increase usage of the CPM and also increased coverage from 10% to 85% of the overall employees.

We continued to Conduct refreshment programs, demonstrations, and role-plays on Performance Management System (PMS) across all locations. These initiatives helped to enhance the quality of PMS discussions and improved understanding of performance expectations, especially at both employee and the supervisory levels.

d. Industrial Relations and Grievance Redressal

We have encouraged employees to rise tickets pertaining to their day-to-day grievances through centralised HR Help Desk system which was introduced during the previous financial year has started giving good insights of employee's pulse and improved the satisfaction levels with timely resolutions from the local teams. While the total number of tickets raised and resolved stood at 1,050 and 1,023 respectively during 2024-25, the same increased to 1,564 and 1,488 respectively during 2025-26.

e. Code of Conduct

We have upgraded the existing Code of Conduct covering various new aspects which are related to misconducts like Conflict of interest, deeper aspects of mishandling of confidential information, misconducts related to not escalating matters pertaining to collusion among the employees/vendors to the local and corporate teams etc. These initiatives made the employees more knowledgeable about the expected duties and responsibilities from the organisation. Further, extensive trainings and awareness sessions have been provided on COC with the support of PPT along with the question-and-answer sessions at all Plants. These sessions have provided better understanding of the expected conduct from the employees while on duty.

Also, 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.

ENVIRONMENT, HEALTH AND SAFETY

We started the year with a slogan that we are going to make "Safety as a Behaviour" among our employees as a mindset. Accordingly, we have driven several Health, Safety and Sustainability initiatives, along with employee welfare programs across plants and CCs.

During the year, we have successfully implemented EHS programs across 14 Plants, covering 5,100 employees inclusive of Contract based employees through continuous monitoring, preventive measures, and proactive risk-management activities. Overall we have achieved 11.96 lakhs safe man-hours during 2025-26.

As part of its ongoing safety awareness and capabilitybuilding initiatives, we have conducted 3,811 EHS training sessions covering critical drives such as enforcement of Personal Protective Equipment (PPE) on mandatory basis, study on Hazard Identification and Risk Assessment (HIRA), electrical safety, chemical handling safety, and first aid practices across all plants and fixed the issues by providing education on the above covering 4,627 employees. Further, 182 mock drills were conducted across operational units covering emergency scenarios including ammonia leakage, electrical shock incidents, and fire emergencies, covering 5,000 employees, thereby strengthening of our employee's ability to handle emergency situations across various locations.

We are glad to share that our Penumur Plant in the State of Andhra Pradesh and our Pullur Plant in the State of Telangana received the Prestigious National Safety Award 2025-26 in recognition of its commitment towards safety excellence and operational best practices.

GENERAL DISCLOSURES

No disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

iii. The Company has not resorted to any buy back of its Equity Shares during the year under review.

iv. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

v. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

vi. The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

vii. There was no revision of financial statements and Board's Report of the Company during the year under review.

ACKNOWLEDGEMENTS

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

Your directors thank the shareholders for the confidence reposed in the Company and for their continued support and co-operation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

On behalf of the Board of Directors For Dodla Dairy Limited

Dodla Sunil Reddy Dodla Sesha Reddy

Managing Director Director

DIN:00794889 DIN:00520448