Directors Report of Venky's (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the Forty
Ninth Annual Report and audited financial statements
for the financial year ended 31^st March, 2025.

FINANCIAL RESULTS

Description	2024 -25	2023-24
Revenue from Operations (Net)	3,306.99	3,738.15
Operating Expenditure	3,135.39	3,614.79
Depreciation	36.72	35.00
Operating Profit	134.87	88.36
Finance Costs	16.34	18.18
Other Income	44.19	39.25
Profit Before Tax	162.71	109.42
Provision for Tax	46.09	30.36
Tax adjustment in respect of earlier years	-	-
Profit for the year	116.62	79.07
Amount available for	822.27	765.52
appropriation		_)

OPERATIONS

Sales turnover of the Company for the year ended
31st March, 2025 was Rs. 3,306.99 Cr. as compared
to Rs. 3,738.15 Cr. in the previous year - a decline
of 12%. Profit before tax was Rs. 162.71 Cr. as
against Rs. 109.42 Cr. in the previous year, an
increase of 49%. Profit after tax was Rs. 116.62 Cr
giving an Earning Per Share of Rs. 82.78.

Lower realisations from the sale of day-old chicks
and grown up broilers have resulted in subdued
financial performance for the poultry and poultry
products segment. Oilseed segment witnessed
decline in sales turnover and profits. Animal Health
Products segment continued to perform well.

DIVIDEND

Your Directors recommend a dividend of Rs. 10/-
per equity share (100%) for the year ended 31^st
March, 2025. The dividend, if approved at the ensuing
Annual General Meeting, will absorb Rs. 14.09
Crores.

The Company''s dividend distribution policy is
available at Page no. 147 of this report and also
available on www.venkvs.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 2024-25.

MEETINGS OF BOARD

During the year 2024-2025, 6 (Six) meetings of the
Board of Directors were held on the following dates:

1) 10^th May, 2024 2) 07^th August, 2024 3) 9^th August,
2024, 4) 18^th September, 2024, 5) 07^th November 2024
and 6) 07^th February 2025.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31^st March, 2025
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, 2025 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, 2025
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.

During FY 2024-25, Lt. Col. Ashok Mahajan
(Retd.), Brig. Rajeshwar Singh Rathore (Retd.),
and Brig. Amrit Kapur (Retd.) Independent
Directors of the Company had completed their
maximum tenure as Independent Director on 27^th
September, 2024. Accordingly all the three
independent directors retired from the Company.
In their place Brig. Vidur Nevrekar (Retd.), Col.
Bipin Shinde (Retd.), and Major General Amar
Krishna (Retd.) were appointed as Non-Executive
Independent Directors of the Company in the 48^th
Annual General Meeting of the Company held
on 11^th September, 2024 with immediate effect
for a term of three years.

Further, as per the provisions of Companies Act,
2013 and Articles of Association of the Company,
Mrs. Anuradha J Desai, Chairperson and Director
is due for retirement by rotation at the ensuing
Annual General Meeting and, being eligible, offers
herself for re-appointment.

Further, the members in 43^rd Annual General
Meeting appointed Mrs. P Neeraja as
Independent Director for first term of 5 years.
Her first tenure is due for renewal in the ensuing
Annual General Meeting. Based on the
recommendation of Nomination and
Remuneration Committee, the Board has
proposed to re-appoint Mrs. P. Neeraja for a
second term of five consecutive years as a Non¬
Executive Independent Director, in accordance
with the provisions of the Companies Act, 2013.
Her re-appointment is put before the members

for their approval.

The members in 46^th Annual General Meeting
appointed Brig. Ashutosh Nargolkar (Retd.) as
Independent Director for first term of 1 year and
again re-appointed for a further period of 2 years
in 47^th Annual General Meeting of the Company.
The maximum tenure of the aforementioned
independent director is coming to an end in
September, 2025. The Board placed on record
it''s appreciation for the contribution made by Brig.
Ashutosh Nargolkar (Retd.) during his tenure with
the Company. The Company is therefore required
to appoint one new Independent Director in place
of the retiring Independent Director.

Accordingly, the Board of Directors in their
meeting held on 23rd August, 2025 proposed
appointment of Brig. Govindarajan Srinivasan
(Retd.) as Independent Director with effect from
the date of ensuing AGM for a period of three
years thereof. Further, in the opinion of the Board,
Brig. Govindarajan Srinivasan (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 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
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. Ashutosh
Nargolkar (Retd.), Chairman, and Mr. J. K. Handa,
and Col. Bipin Shinde (Retd), 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. 2024-2025
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. Sudit 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 31.03.2025.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013
and allied rules thereof and recently amended SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors has
proposed to the shareholders appointment of Mr. P.
L. Shettigar, Practicing Company Secretary as
Secretarial Auditor for a period of 5 years for
conducting the audit commencing from financial year
2025-2026. Details of the proposed appointment are
provided in the Notice and Explanatory Statement
to the Notice of 49^th AGM.

The Secretarial Audit Report for financial year ended
2024-2025 issued by Mr.P.L.Shettigar is appended
as Annexure-E and forms part of this Report.

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 2025-26. 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,
2025 is under process and the Company will submit
the Cost Auditors'' Report to the Central Government
in prescribed time limit.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Based on the market capitalization as on 31^st March,
2025, 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 2024-2025 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 2024-2025 the Company has transferred
unclaimed dividend pertaining to financial year 2016¬
17 amounting to Rs.27,04,794/- to the 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 2024-2025, 24,864 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.

INFORMATION UNDER SECTION 134 READ WITH
RULE 8 OF THE COMPANIES (ACCOUNTS)
RULES, 2014.

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.

B. Technology Absorption

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.7.43 Crores.

2. Technology Absorption, Adaptation and

Innovation

a) Efforts made: The Company has a
continuous process of integrating latest
technology in its operations.

b) Benefits:

i. Development of new application

ii. Savings in foreign exchange through
import substitution.

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.14.59 Cr.

b. Foreign exchange outgo:
Rs.113.43 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.

For and on behalf of the Board of Directors

Pune Anuradha J. Desai

August 23, 2025 Chairperson

---

Mar 31, 2024

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)

^Description	2023-24	2022-23
Revenue from Operations (Net)	3738.15	4233.69
Operating Expenditure	3614.79	4122.12
Depreciation	35.00	35.46
Operating Profit	88.36	76.10
Finance Costs	18.18	18.48
Other Income	39.24	37.67
Profit Before Tax	109.42	95.30
Provision for Tax	30.35	24.82
Tax adjustment in respect of earlier years	-	-
Profit for the year	79.07	70.48
Amount available for	765.52	753.75
appropriation		_J

OPERAIIONS

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.venkvs.com

ACCOUNTS

The accounts read with the notes thereon are selfexplanatory 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 201516 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.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

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.

B. Technology Absorption

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.

For and on behalf of the Board of Directors

Pune Anuradha J. Desai

August 9, 2024 Chairperson

---

Mar 31, 2023

The Directors have pleasure in presenting the Forty Seventh Annual Report and audited financial statements for the financial year ended 31^st March, 2023.

FINANCIAL RESULTS

	(Rs	. in Crores)
Description	2022-23	2021-22^
Revenue from Operations (Net)	4,233.68	4,400.29
Operating Expenditure	4,122.12	4,155.94
Depreciation	35.46	36.57
Operating Profit	76.10	207.79
Finance Costs	18.48	17.58
Other Income	37.67	36.29
Profit Before Tax	95.30	226.50
Provision for Tax	24.81	58.21
Tax adjustment in respect of earlier years	-	3.51
Profit for the year	70.48	164.78
Amount available for	753.75	759.61
appropriation V		)

OPERATIONS

Sales turnover of the Company for the year ended 31^st March, 2023 was Rs.4,233.68 Cr. as compared to Rs.4,400.29 Cr. in the previous year - a decline of 4%. Profit before tax was Rs. 95.30 Cr. as against Rs. 226.50 Cr. in the previous year, a fall of 58 %. Profit after tax was Rs. 70.48 Cr.

During the year the profit margins of the Poultry and Poultry Products segment have been severely affected due to the steep increase in the prices of key poultry feed ingredients i.e. soya and maize. Also, realizations from sale of Day Old Chicks and Grown Up Birds were lower. Oilseed segment registered lower sales and profits. During the year, though the processing volume of this segment was higher by 4% as compared to previous year, the margins were affected on account of subdued realizations from the finished goods i.e. De-oiled

cake and Oil. Performance of the Animal Health Products segment has been satisfactory.

DIVIDEND

Your Directors recommend a dividend of Rs.6.00 per equity share (60%) for the year ended 31^st March, 2023. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.8.45 Crores.

The Company’s dividend distribution policy is available at Page no.150 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 2022-23.

MEETINGS OF BOARD

During the year 2022-2023, 4 (Four) meetings of the Board of Directors were held on the following dates:

1) 10^th May, 2022, 2) 5^th August, 2022, 3) 9^th November, 2022 and 4) 10^th February, 2023.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31^st March, 2023 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, 2023 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, 2023 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 THEIRCOMMITTEES

a. Changes in the Composition of Board of Directors.

As per the provisions of Companies Act, 2013 and Articles of Association of the Company, Ms. Uttara J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-reappointment.

The members in 46^th Annual General Meeting appointed Brig. Ashutosh Nargolkar (Retd.) as Independent Director upto the date of ensuing AGM of the Company. Mr. Nargolkar being eligible offers himself for re-appointment as Non-Executive Independent Director. If appointed in the ensuing AGM his term shall be from the date of the ensuing AGM till the date of second consecutive AGM to be held by the Company in the year 2025. Further, in the opinion of the Board, Brig. Ashutosh Nargolkar (Retd.) possesses 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 1 49 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 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 is 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. 2022-2023 is appended as Annexure C to this report. The policy on CSR is available on the website of the company at http://venkvs.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 selfexplanatory 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^st March, 2023.

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 2023-2024. The Secretarial Audit Report for financial year ended 2022-2023 issued by Mr. Shettigar is appended as Annexure-E and forms part of this Report.

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 2023-24. 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, 2023 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, 2023, 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 2022-2023 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 2022-2023 the Company has transferred unclaimed dividend pertaining to financial year 201415 amounting to Rs.14,62,835/- to the 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 2022-2023, 16,899 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.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

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.

B. Technology Absorption

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.2.20 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.4.64 Cr.

b. Foreign exchange outgo:

Rs.91.40 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.

---

Mar 31, 2018

The Shareholders,

The Directors have pleasure in presenting the Forty Second Annual Report and audited financial statements for the financial year ended 31^st March 2018.

FINANCIAL RESULTS

(Rs. in Crores)

Description	2017-18	2016-17
Revenue from Operations (Net)	2,688.81	2,475.58
Operating Expenditure	2,300.07	2,198.21
Depreciation	28.13	28.50
Operating Profit	360.61	248.87
Finance Costs	49.87	77.07
Other Income	26.22	34.10
Profit Before Tax	336.96	205.90
Provision for Tax	117.28	73.63
Tax adjustment in respect of earlier years	19.96	7.52
Profit for the year	199.71	124.74
Amount available for appropriation	368.76	196.97
Appropriations:
Transfer to General Reserve	50.00	20.00
Dividend	8.45	7.04
Dividend Distribution Tax	1.72	1.43
Net Surplus in the Statement of	308.58	168.49
Profit and Loss

OPERATIONS

The Company has registered a sales turnover of Rs.2688.81 Crores for the year ended 31^st March, 2018 as compared to Rs.2,475.58 Crores in the previous year - showing an increase of 8.6%. Profit before tax was Rs.336.96 Crores as compared to Rs.205.90 Crores in the previous year - an increase of 63.7%.

During the financial year 2017-18, the poultry and poultry products segment achieved improved performance due to higher realizations. Performance of animal health products segment was also better as compared to the previous year. Performance of the oilseed segment was satisfactory.

DIVIDEND

Your Directors recommend a dividend of Rs.8.00 per equity share (80%) for the year ended 31^st March, 2018 as against Rs.6.00 per equity share in the previous year. The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.11.27 Crores (previous year Rs.8.45 Crores) plus taxes.

The Board of Directors of the Company has approved a Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. The policy aims to provide a balance between rewarding the Company’s shareholders and retaining earnings for the Company’s growth. The policy is available on the Company’s website: 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.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms part of this report.

MEETINGS OF BOARD

During the year 2017-18, 6 (Six) meetings of the Board of Directors were held on the following dates:

1) 22^nd May, 2017, 2) 7^th June, 2017, 3) 10^th August, 2017, 4) 25^th October, 2017, 5) 9^th November, 2017, 6) 7^th February, 2018.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that :

1. the accounts for the year ended 31^st March, 2018 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, 2018 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, 2018 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, Mrs. Anuradha J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment.

The Board of Directors in their meeting held on 25^th October, 2017 re-appointed Mr. B. Balaji Rao as Managing Director of the Company for a period of 5 years w.e.f. 1^st November, 2017.

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

Mr. C. Jagapati Rao has tendered his resignation from the post of Director which was approved at the meeting of Board of Directors held on 7^th June, 2017.

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 sub section 6 of Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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://www.venkys.com/ Policy_on_Remuneration_of_Director,_KMP_etc.pdf

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 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://www.venkys.com/ Familiarisation_Programme_for_ID.pdf

f. Audit Committee

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

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky’s (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. 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. 2017-18 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http:// www.venkys.com/CSR_Policy.pdf.

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:// www.venkys.com/VIGIL_MECHAHISM.pdf.

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 AS -18 have been provided in Note no. 13 to the Financial Statements.

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 employee 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 E.

AUDITORS

M/s. B. D. Jokhakar & Co., Chartered Accountants were appointed as Statutory Auditors of the Company in 41^st Annual General Meeting of the Company and their appointment is liable for ratification in the ensuing Annual General Meeting.

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 2018-19. The Secretarial Audit report for financial year ended 2017-18 issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

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 2018-19. 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, 2018 is under process and the Company will submit the Cost Auditors’ Report to the Central Government in time.

BUSINESS RESPONSIBILITY REPORT

Based on the market capitalization as on 31^st March, 2018, your Company is now in the Top 500 Listed Companies in India. Hence, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 the Business Responsibility Report describing the initiatives taken by the Company forms part of the Annual Report.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

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.

B. Technology Absorption

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 manufacture 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.140.48 Lakhs.

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.621.76 Lakhs

b. Foreign exchange outgo: Rs.639.24 Lakhs

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.

For and on behalf of the Board of Directors

Pune Anuradha J. Desai

May 03, 2018 Chairperson

---

Mar 31, 2017

The Shareholders,

The Directors have pleasure in presenting the Forty First Annual Report and audited financial statements for the financial year ended 31^st March 2017.

FINANCIAL RESULTS

(Rs. in Lakhs)

^Description	2016-17	2015-16
Revenue from Operations (Net)	247,557.86	212,696.34
Operating Expenditure	219,820.93	199,020.32
Depreciation	2,849.66	2,988.10
Operating Profit	24,887.27	10,687.92
Finance Costs	7,707.04	8,544.92
Other Income	3,409.59	3,262.16
Profit Before Tax	20,589.82	5,405.16
Provision for Tax	7,362.95	1,582.15
Tax adjustment in respect of earlier years	752.40	-
Profit for the year	12,474.47	3,823.01
Amount available for appropriation	19,697.12	10,058.45
Appropriations :
Transfer to General Reserve	2,000.00	2,000.00
Proposed Dividend	704.37	469.58
Dividend Distribution Tax	143.39	95.60
Net Surplus in the Statement of	16,849.36	7,493.27
Profit and Loss

OPERATIONS

The Company achieved a sales turnover of Rs.2,47,558 lakhs for the year ended 31st March, 2017 as compared to Rs.2,12,696 lakhs in the previous year - registering an increase of 16.40%. Profit before tax was at Rs.20,590 lakhs as compared to Rs.5,405 lakhs in the previous year - an increase of 281%.

During the financial year 2016-17, the Poultry and Poultry Products Segment reported better performance due to improved realizations. Performance of Animal Health Products Segment was better as compared to the previous year. Performance of the Oilseed Segment was also better as compared to the previous year due to higher capacity utilization supported by better realizations.

DIVIDEND

Your Directors recommend a dividend of Rs.6.00 per equity share (60%) for the year ended 31^st March, 2017 (Rs.5.00 per equity share in the previous year). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs.845 lakhs (previous year Rs.704 lakhs) plus taxes.

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.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms part of this report.

MEETINGS OF BOARD

During the year 2016-17, 6 (Six) meetings of the Board of Directors were held on the following dates:

1) 27^th May, 2016, 2) 8^th September, 2016,

3) 6^th December, 2016, 4) 9^th February, 2017, 5) 16^th February, 2017, 6) 16^th March, 2017.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that :

1. the accounts for the year ended 31^st March, 2017 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, 2017 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, 2017 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 & 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. A brief profile of the retiring director 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, 201 3, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under sub section 6 of Section 149 of the Companies Act, 2013 and Regulation 1 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 1 78 is available on the website of the Company at http://www.venkys.com/ Policy_on_Remuneration_of_Director,_KMP_etc.pdf

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 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. Familiarization Programme of Independent Directors

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

f. Audit Committee

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

CHANGE IN CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY

The Board in their meeting held on 16 February, 2017 has accepted the resignation of Mr. A. G. Bauskar, CFO and CS of the Company and he has ceased to be in those positions from 31^st March, 2017. The Board has appointed Mr. J. K. Handa as Chief Financial Officer and Mr. Rohan Bhagwat as Company Secretary of the Company with effect from 1^st April, 2017.

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.

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky''s (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. 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. 2016-17 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http://www.venkys.com/CSR_Policy.pdf.

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://www.venkys.com/VIGIL_MECHAHISM.pdf.

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 AS -18 have been provided in Note no. 10 to the Financial Statements.

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 employee 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 is appended to this Report as Annexure E.

AUDITORS

As per provisions of the Companies Act, 2013 it is mandatory for the Company to rotate auditors of the Company after the expiry of two terms of consecutive five years. Further, the rules had laid down transitional period for existing auditors who have already completed the above term before the Companies Act, 2013 became effective. In that regards, M/s. Sudit K. Parekh & Co., Chartered Accountants, existing auditors of the Company have completed their term as mentioned above and will be ceased to be auditors of the Company on the date of the ensuing AGM.

On the recommendation of Audit Committee the Board has proposed the appointment of M/s. B D Jokhakar & Co., Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM to the conclusion of sixth consecutive AGM hereof on such remuneration as may be decided by the Board.

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 2017-18. The Secretarial Audit report for financial year ended 2016-17 issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

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 2017-18. 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, 2017 is under process and the Company will submit the Cost Auditors'' Report to the Central Government in time.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014.

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.

B. Technology Absorption

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 manufacture 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. 70.62 Lakhs.

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. 1,021.92 lakhs

b. Foreign exchange outgo: Rs. 384.74 lakhs

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.

For and on behalf of the Board of Directors

Pune Anuradha J. Desai

May 22, 2017 Chairperson

---

Mar 31, 2015

Dear Memers,

The Directors have pleasure in presenting the Thirty Ninth Annual Report and audited accounts for the financial year ended 31st March 2015.

FINANCIAL SUMMARY

(Rs. in Lacs)

Description 2014-15 2013-14

Revenue from Operations (Net) 1,73,081 1,73,612

Operating Expenditure 1,63,175 1,67,011

Depreciation 3,215 1,924

Operating Profit 6,691 4,677

Finance Costs 7,419 4,260

Exceptional Items 155 1,053

(Depreciation/ Profit on sale of Fixed Assets)

Other Income 3,345 2,989

Profit Before Tax 2,772 4,517

Provision for Tax 902 1,112

Tax adjustment in respect of — — earlier years

Profit for the year 1,870 3,404

Amount available for 6,836 7,515 appropriation

Appropriations :

Transfer to General Reserve 2,000 2,000

Proposed Dividend 470 470

Dividend Distribution Tax 96 80

Net Surplus in the Statement of 4,270 4,966 Profit and Loss

OPERATIONS

For the year ended 31st March, 2015, the Company's sales turnover was at Rs. 1,73,081 lacs as against Rs. 1,73,612 lacs in the previous year. The profit before tax stood at Rs. 2,772 lacs as compared to Rs. 4,517 lacs in the previous year. During the year the cost of raw material like maize and soya deoiled cake was on higher side and realizations from the sale of grown up broiler birds were on lower side.

During the year under review, the Poultry and Poultry Products Segment showed improved performance as compared to the previous year. Performance of the animal health products segment was better as compared to the previous year. However, the performance of the oilseed segment was affected due to lower realizations.

EXPANSION

All the expansion programmes of the Company i.e. to augment capacities in poultry and poultry products segment and setting up a new plant for processing of soya seeds have been completed during the year under review. Setting up of Venky's XPRS outlets at various locations is under way.

DIVIDEND

Your Directors recommend a dividend of Rs. 5.00 per equity share (50%). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs. 470 lacs (previous year Rs. 470 lacs) plus taxes. Your Directors propose to transfer Rs. 2,000 lacs to the General Reserve.

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 Clause 49 of the Listing Agreement 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.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92 of the Companies Act, 2013 an extract of the Annual Return in Form MGT-9 is annexed to this report as Annexure C and forms of this report.

MEETINGS OF BOARD

During the year 2014-15, five meetings of the Board of Directors were held. The dates on which the said meetings were held are as follows:

1) 12th May, 2014, 2) 29th May, 2014, 3) 11th August, 2014, 4) 12th November, 2014, 5) 11th February, 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors declare that :

1. the accounts for the year ended 31st March, 2015 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 31st March, 2015 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 31st March, 2015 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 & 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, Mrs. Anuradha J. Desai, Director is due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for reappointment. A brief profile of the retiring director 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, 201 3, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as stipulated under sub section 6 of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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 is available on the website of the Company at http://www.venkys.com/Policy on Remuneration of Director, KMP etc.pdf

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 Listing Agreement is considered.

The performance evaluation of individual directors is carried 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://www.venkys.com/ Familiarisation Programme for ID.pdf

f. Audit Committee:

The Company has already formed Audit Committe as per Section 177 of the Companies Act 2013. Details of such committee is given in corporate goverence report which is annexed and forms part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review the Company has not given any loans, guarantees or made investments under 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.

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky's (India) Limited has been historically doing CSR activities concentrated on educational and medical services for the uplifment of the society. 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. 2014-15 is appended as Annexure D to this report. The policy on CSR is available on the website of the company at http:// www.venkys.com/CSR Policy.pdf.

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 overlooks this function. The details of vigil mechanism is available on the website of the Company at http:// www.venkys.com/VIGIL MECHAHISM.pdf.

DEPOSITS

During the year under review the Company has neither accepted any deposits under Chapter V of the Companies Act, 2013 nor any such deposits remained 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. However, Related Party disclosures as per AS -18 have been provided in Note no. 10 to the Financial Statements.

ACCOUNTS

The accounts read with the notes thereon are selfexplanatory 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 Company did not have any employee during the year under review 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. Further information as per said rule is appended to this report as Annexure E.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, were appointed in the 38th Annual General Meeting and their appointment is liable for ratification in the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and allied rules thereof, the Board of Directors has appointed Mr. P. L. Shettigar, Practicing Company Secretary as Secretarial Auditor for conducting the audit for the financial year 2014-15. The Secretarial Audit report issued by Mr. Shettigar is appended as Annexure F and forms part of this report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

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 2015-16. 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 31st March, 2015 is under process and the Company will submit the Cost Auditors' Report to the Central Government in time.

INFORMATION UNDER SECTION 134 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

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.

B. Technology Absorption

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 manufacture 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. 69.49 Lacs.

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. 213.25 lacs

b. Foreign exchange outgo:

Rs. 1,353.75 lacs

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.

For and on behalf of the Board of Directors

Pune Anuradha J. Desai May 29, 2015 Chairperson

---

Mar 31, 2014

The Directors have pleasure in presenting the Thirty Eighth Annual Report and audited accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Description 2013-14 2012-13

Revenue from Operations (Net) 1,73,612 1,42,643

Operating Expenditure 1,67,011 1,36,604

Depreciation 1,924 1,554

Operating Profit 4,676 4,484

Finance Costs 4,260 2,314

Exceptional Items - Income 1,053 -

Other Income 3,048 1,750

Profit Before Tax 4,517 3,920

Provision for Tax 1,112 1,383

Tax adjustment in respect of - 59

earlier years

Profit for the year 3,404 2,478

Amount available for 7,515 6,660

appropriation

Appropriations:

Transfer to General Reserve 2,000 2,000

Proposed Dividend 470 470

Dividend Distribution Tax 80 80

Net Surplus in the Statement 4,966 4,111 of Profit and Loss

OPERATIONS

Sales turnover for the year ended 31st March, 2014 amounted to Rs. 1,73,612 Lacs as against Rs. 1,42,643 Lacs achieved in the previous year, registering a growth of 21.71%. Profit before tax was higher at Rs.4,517 Lacs as compared to Rs.3,920 Lacs in the previous year, showing an increase of 15.23%.

During the year under review, Poultry and Poultry Products Segment showed improved performance as compared to the previous year, in spite of continuous high cost of feed ingredients and lower realisations from sale of day old chicks and grown up birds for most of the periods. Performance of the Animal Health Products segment was satisfactory. As regards the oilseed segment, the profitability has been lower as compared to the previous year due to lower realisations.

EXPANSION

(A) The Company''s expansion programme initiated in March, 2013 at an estimated cost of Rs.125 crores to augment capacities in poultry and poultry products segment, setting up a new plant for processing of soya seeds and setting up of Venky''s XPRS outlets is under way and it is expected that the same will be completed by the second quarter of the current year.

(B) As part of inorganic expansion plan and to consolidate poultry operations in North India to increase operational efficiency and to strengthen the geographical presence for the Company in North India, the Company acquired poultry and packaging business operations, on going concern basis, of Venkateshwara Hatcheries Private Limited - its holding company - at a cost of around Rs. 75 crores. The acquired units are situated in Northern India in the States of Haryana, Punjab, Himachal Pradesh and Uttarakhand.

DIVIDEND

Your Directors recommend a dividend of Rs. 5.00 per equity share (50%). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs. 470 Lacs (previous year Rs. 470 Lacs).

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

As per the requirements of Clause 49 of the Listing Agreement 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.

DIRECTORS

As per the provisions of 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.

Brig. (Retd.) Amrit Kapur and Brig. (Retd.) Rajeshwar Singh Rathore were appointed as Additional Directors with effect from 23rd January, 2014 and as per the Articles of Association hold office upto the date of the ensuing Annual General Meeting and are eligible for appointment as Independent Directors for a tenure of 5 years as per the applicable provisions of the Companies Act, 2013 and Listing Agreement.

The other Independent Directors viz. Mr. C. Jagapati Rao, Lt. Col (Retd.) Ashok Mahajan and Col (Retd.) Surinder Kumar are required to be re-appointed as Independent Directors for a tenure of 5 years as per the provisions of the Companies Act, 2013 and Listing Agreement and are eligible for re-appointment.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors declare that :

1. the accounts for the year ended 31st March, 2014 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 31st March, 2014 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; and

4. the accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

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 Company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of Statutory Auditors upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013, the Company has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for conducting cost audit for the financial year 2014- 15 subject to the relevant orders and notifications as the Central Government may issue in terms of sub section (1) of Section 148 of the Companies Act, 2013. Further, as per sub section (3) of Section 148 of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 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 31st March, 2014 is under process and the Company will submit the Cost Auditors'' Report to the Central Government in time.

INFORMATION UNDER SECTION 217(1)(e)

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.

For and on behalf of the Board of Directors

Pune ANURADHA J. DESAI

May 29, 2014 Chairperson

---

Mar 31, 2013

The Shareholders,

The Directors have pleasure in presenting the Thirty Seventh Annual Report and audited accounts for the financial year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in lacs)

Description 2012-13 2011-12

Revenue from Operations (Net) 1,42,643 99.029

Operating Expenditure 1,36,628 92,216

Depreciation 1,554 1,178

Operating Profit 4,461 5,635

Finance Costs 2,314 1.541

Other Income 1,773 1.625

Profit Before Tax 3,920 5,719

Provision for Tax 1,383 1.613

Tax adjustment in respect of 59 - earlier years

Profit for the year 2,478 4,106

Amount available for 6,660 12,228 appropriation

Appropriations :

Transfer to General Reserve 2,000 7,500

Proposed Dividend 470 470

Dividend Distribution Tax 80 76

Net Surplus in the Statement 4,111 4,182 of Profit and Loss

OPERATIONS

Sales turnover for the year ended 31st March, 2013 amounted to Rs. 1,42,911 lacs as against Rs.99,246 lacs achieved in the previous year, registering a growth of 44%. Profit before tax was lower at Rs. 3,920 lacs as compared to Rs.5,719 lacs in the previous year, showing a decline of 31%.

During the year under review, the performance of the poultry and poultry products segment was affected due to the unprecedented high cost of feed ingredients and the lower realizations from sale of day old chicks and grown up birds. While the cost of feed ingrediens went up by 40% to 45%, the increase in prices of eggs and chicken was only by 20% to 25%. The extent of increase in the prices of raw material is unprecedented in the history of the poultry industry by far, and this can be considered as the worst year experienced by the poultry industry. This was largely responsible for the overall decline in profits of the Company. Performance of the other two segments, viz. animal health products and oilseed has been satisfactory.

EXPANSION

(A) During the year under review, the Company has completed all the expansion-cum- modernisation programme which was started in August, 2011. The expansion was to augment the capacities in Poultry and Poultry Products and Animal Health Products Segments, modernisation in Oilseed Segment and for setting up of Venky''s XPRS outlets.

(B) The Company has initiated another expansion programme in March, 2013 at an estimated cost of Rs.125 crores, to further augment capacities in poultry and poultry products segment, setting up a new plant for processing of oil seeds and setting up of Venky''s XPRS outlets. This will be funded by internal accruals and long term loans. Benefits of the expanded capacities will start accruing to the Company from next year.

DIVIDEND

Your Directors recommend a dividend of Rs.5.00 per equity share (50%). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs. 470 lacs (previous year Rs. 470 lacs).

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

As per the requirements of Clause 49 of the Listing Agreement 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.

DIRECTORS

As per the provisions of Articles of Association of the Company, Mr. B. Venkatesh Rao and Mr. Jitendra M. Desai, Directors are due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

The term of office of Mr. B. Balaji Rao, Managing Director of the Company expired on 31.10.2012. The Board of Directors at its meeting held on 29.10.2012 has re-appointed Mr. B. Balaji Rao as Managing Director of the Company for a period of 5 years with effect from 01.11.2012. Brief terms and conditions of his appointment and remuneration are set out in the explanatory statement attached to the notice.

Mr. S. B. Thorat has tendered his resignation from the post of Director at the meeting of Board of Directors held on 30th May, 2013. The Board wishes to place on record its gratitude and appreciation for the co-operation and guidance rendered by him during his tenure as a Director.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors declare that :

1. the accounts for the year ended 31st March, 2013 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 31st March, 2013 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; and

4. the accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

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 Company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of Statutory Auditors upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit in respect of certain products of the Foods Division, Animal Health Products Division and Oil Seed Division of the Company. The Board has appointed M/s. Joshi Apte & Associates, Pune as Cost Auditors of the Company for the financial year 2013-14. The Cost Audit is under process and the Company will submit the Cost Auditors'' Report to the Central Government in time.

INFORMATION UNDER SECTION 217(1)(e)

A. Conservation of Energy

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

B. Technology Absorption

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 manufacture 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.56 lacs.

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.210.11 lacs

b. Foreign exchange outgo : Rs.896.80 lacs

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.

For and on behalf of the Board of Directors

Pune ANURADHA J. DESAI

May 30, 2013 Chairperson

---

Mar 31, 2012

The Directors have pleasure in presenting the Thirty Sixth Annual Report and audited accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS (Rs. in lakhs)

Description 2011-12 2010-11

Revenue from Operations (Net) 99,029 85,176

Operating Expenditure 92,216 73,814

Depreciation 1,178 965

Operating Profit 5,635 10,397

Finance Costs 1,541 468

Other Income 1,625 847

Profit Before Tax 5,719 10,776

Provision for Tax 1,613 3,473

Profit for the year 4,106 7,303

Amount available for 12,228 18,668 appropriation

Appropriations :

Transfer to General Reserve 7,500 10,000

Proposed Dividend 470 470

Dividend Distribution Tax 76 76

Net Surplus in the Statement of 4,182 8,122 Profit and Loss

OPERATIONS

Sales turnover for the year ended 31st March, 2012 amounted to Rs. 99,246 lakhs as against Rs. 85,306 lakhs achieved in the previous year, registering a growth of 16.3%. Profit before tax was lower at Rs. 5,719 lakhs as compared to Rs. 10,776 lakhs in the previous year, showing a decline of 47%.

During the year under review, the poultry and poultry products segment registered lower profits due to high cost of feed ingredients and lower realizations from sale of day old chicks and grown up birds. Performance of this segment was largely responsible for overall decline in profits of the Company. Performance of the other two segments, viz. animal health products and oilseed has been satisfactory.

EXPANSION

During the year under review, the Company has undertaken an expansion-cum-modernisation programme at an estimated cost of Rs.10,700 lakhs, to augment the capacities in Poultry and Poultry Products and Animal Health Products Segments, modernisation in Oilseed Segment and for setting up of 'Venky's Xprs' outlets.

The expansion-cum-modernisation programme is funded by internal accruals and long term loans. Benefits of the expanded capacities will start accruing to the Company from second half of the current financial year.

DIVIDEND

Your Directors recommend a dividend of Rs. 5.00 per equity share (50%). The dividend, if approved at the ensuing Annual General Meeting, will absorb Rs. 470 lakhs (previous year Rs. 470 lakhs).

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

As per the requirements of Clause 49 of the Listing Agreement 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.

DIRECTORS

The Board regrets to report that Mr. B.G. Deshmukh, Director, expired on 7th August, 2011. Late Mr. B.G. Deshmukh was on Board of the Company for 16 years. With his vast management and administrative expertise coupled with proven knowledge, he made remarkable contribution to the growth of the Company. The Directors express their sorrow on the sad demise of Mr. B.G. Deshmukh and place on record their appreciation for the contribution made by him during his tenure as Director of the Company.

Col. (Retd.) Surinder Kumar has been appointed as an Additional Director with effect from 20th February, 2012. As per Articles of Association of the Company, he holds office till the date of ensuing Annual General Meeting and is eligible for appointment.

As per the provisions of Articles of Association of the Company, Mrs. Anuradha J. Desai and Mr. C. Jagapati Rao, Directors are due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31st March, 2012 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 31st March, 2012 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; and

4. the accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has discontinued the fixed deposit schemes. As on 31st March, 2012 no deposits were due for repayment and remained unclaimed.

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 Company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of Statutory Auditors upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed Cost Audit in respect of certain products of the Animal Health Products Division of the Company. The Board has appointed M/s. D.V. Joshi, Apte & Associates, Pune as Cost Auditors of the Company for the financial year 2011-12. The Cost Audit is under process and the Company will submit the Cost Auditors' Report to the Central Government in time.

INFORMATION UNDER SECTION 217(1)(e)

A. Conservation of Energy

The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economising 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.

B. Technology Absorption

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 manufacture 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.44.03 lakhs.

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.240.69 lakhs

b. Foreign exchange outgo : Rs. 746.74 lakhs

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, dealers and customers of the Company for their valued support.

For and on behalf of the Board of Directors

Pune ANURADHA J. DESAI

May 29, 2012 Chairperson

---

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the Thirty Fifth Annual Report and audited accounts for the financial year ended 31st March 2011.

FINANCIAL RESULTS

(Rs. in Lakhs)

Description 2010-11 2009-10

Profit Before Tax 10,776 8,229

Provision for taxation

- Current (3,400) (2,681)

- Deferred (73) (116)

Profit After Tax 7,303 5,432

Add : Excess/(short) provision

for tax in previous periods — (40)

Balance of Profit & Loss

Account brought forward 11,365 6,954

Profit available for Appropriation 18,668 12,346

Appropriations :

Transfer to General Reserve 10,000 543

Dividend 470 376

Corporate Dividend Tax 76 62

Balance profit carried forward 8,122 11,365

18,668 12,346

OPERATIONS

Sales turnover for the year ended 31st March, 2011 amounted to Rs. 85,330 lakhs as against Rs. 70,628 lakhs achieved in the previous year, registering a growth of 20.8%. Profit before tax was higher at Rs. 10,776 lakhs as compared to Rs. 8,229 lakhs in the previous year, showing a growth of 31 %.

For the year as a whole, the poultry and poultry products segment continued to register better growth in sales turnover and profits, in spite of increase in prices of poultry feed ingredients. The other two segments, viz. animal health products and oilseed have also performed better as compared to the previous year.

EXPANSION

During the year under review, the Company has undertaken an expansion programme to increase capacity of processed chicken products, hatcheries, breeding & grower farms and poultry feed at various locations at a total cost of Rs.52 crores.

DIVIDEND

Your Directors recommend a dividend of Rs. 5 per equity share (50%). The dividend, if approved at the ensuing annual general meeting, will absorb Rs. 470 lakhs (previous year Rs. 376 lakhs).

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

As per the requirements of Clause 49 of the Listing Agreement 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.

DIRECTORS

As per the provisions of Articles of Association of the Company, Mr. B. Venkatesh Rao, Mr. S.B. Thorat and Lt.Col.(Retd.) Ashok Mahajan, Directors are due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31st March, 2011 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 31st March, 2011 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; and

4. the accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has discontinued the fixed deposit schemes. However, deposits amounting to Rs.40,000/- from 3 depositors which were due for repayment have remained unclaimed as on 31st March, 2011.

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 Company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of Statutory Auditors upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INFORMATION UNDER SECTION 217(1)(e)

A. Conservation of Energy

The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economising 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.

B. Technology Absorption

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 manufacture 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. 37.49 lakhs.

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. 121.59 lakhs

b. Foreign exchange outgo: Rs. 408.82 lakhs

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, dealers and customers of the Company for their valued support.

For and on behalf of the Board of Directors

Pune ANURADHA J. DESAI May 11, 2011. Chairperson

---

Mar 31, 2010

The Directors have pleasure in presenting the Thirty Fourth Annual Report and audited accounts for the financial year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in Lakhs)

Description 2009-10 2008-09

Profit Before Tax 8,229 3,104 Provision for taxation

- Current (2,681) (1,040)

- Deferred (116) 50

- Fringe Benefit Tax — (58)

Profit After Tax 5,432 2,056

Add : Excess/(short) provision

for tax in previous periods (40) —

Balance of Profit & Loss

Account brought forward 6,954 5,489

Profit available for Appropriation 12,346 7,545

Appropriations :

Transfer to General Reserve 543 206

Dividend 376 329

Corporate Dividend Tax 62 56

Balance profit carried forward 11,365 6,954

12,346 7,545

OPERATIONS

Sales turnover for the year ended 31st March, 2010 amounted to Rs. 70,628 lakhs as against Rs. 57,026 lakhs achieved in the previous year, registering a growth of 24%. Profit before tax recorded excellent growth of 165% at Rs. 8,229 lakhs as compared to 3,104 lakhs in the previous year.

During the year under review, the poultry and poultry products segment recorded significant growth in revenue and profits due to improved market conditions. There was a good growth in sales volume in this segment. Also, there was improvement in efficiencies in operations and better cash flow management. As a result of these factors the

Company registered substantial improvement in overall performance as compared to the previous year.

DIVIDEND

Your Directors recommend a dividend of Rs. 4 per equity share (40%). The dividend, if approved at the ensuing annual general meeting, will absorb Rs. 376 lakhs (previous year Rs. 329 lakhs).

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

As per the requirements of Clause 49 of the Listing Agreement 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.

DIRECTORS

As per the provisions of Articles of Association of the Company, Mrs. Anuradha J. Desai and Mr. Jitendra M. Desai, Directors are due for retirement by rotation at the ensuing Annual General Meeting and, being eligible, they offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31st March, 2010 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 31st March, 2010 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; and

4. the accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

FIXED DEPOSITS

The Company has discontinued the fixed deposit schemes. However, deposits amounting to Rs.40,000/- from 3 depositors which were due for repayment have remained unclaimed as on 31st March, 2010.

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 Company did not have any employee during the year under review whose remuneration is required to be disclosed in terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s. Sudit K. Parekh & Co., Chartered Accountants, hold office of Auditors upto the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

INFORMATION UNDER SECTION 217(1)(e)

A. Conservation of Energy

The operations of the Company are not power intensive. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economising 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.

B. Technology Absorption

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 manufacture 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. 34 lakhs.

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.

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, dealers and customers of the Company for their valued support.

For and on behalf of the Board of Directors Pune ANURADHA J. DESAI

May 25, 2010. CHAIRPERSON