Ovobel Foods Ltd Directors Report

BOARDS REPORT

To,

The Members of Ovobel Foods Limited,

Bangalore

Your Directors are pleased to present the 33rd (Thirty Third) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31^st March, 2025.

1. PERIOD OF THE REPORT

This report pertains to the period from 01^st April 2024 to 31^st March 2025.

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

As required under Section 92(3) of the Act, Annual Return is hosted on the website of your Company at https://www.ovobelfoods.com/general-information/annual-returns/

3. FINANCIAL SUMMARY AND HIGHLIGHTS:

		(Rupees in lakhs)
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	18,858.69	17,461.91
Other Income	739.77	519.11
Profit/Loss before depreciation, finance costs, exceptional items and Tax Expenses	1589.98	2,625.35
Less: Depreciation/ Amortisation/ Impairment	200.68	97.71
Profit/Loss before finance costs, exceptional items and Tax Expenses	1389.30	2527.64
Less: Finance costs	150.68	139.94
Profit/Loss before exceptionalitems and Tax Expenses	1238.62	2387.70
Less: Exceptional items	-	-
Profit/Loss before Tax Expenses	1238.62	2387.70
Less: Tax Expenses	332.99	598.91
Profit and Loss for the year	905.63	1788.79
Total Comprehensive Income/Loss	(10.78)	(16.96)
Total	894.85	1771.83
Balance of Profit/loss for earlier years	6220.72	4,449.71
Less: Transfer to Debenture Redemption Reserve	--	-
Less: Transfer to Reserves (Retained Earnings)	905.63	1771.01
Less: Dividend on Equity Shares	-	-
Less: Dividend Distribution Tax	-	-
Balance Carried Forward	7112.75	6220.72

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

		(Rupees in lakhs)
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024
Total Revenue	19,598.46	17,981.02
Total Expenses	18,359.84	15,593.32
Earnings before interest, tax, finance cost, depreciation and amortization (EBITDA)	1,589.98	2,625.35
Depreciation and Finance Cost	351.36	237.65
Net Profit/Loss Before Tax	1,238.62	2,387.70
Tax Expenses	332.99	598.91
Net Profit/Loss After Tax	905.63	1,788.79
Earnings per Share Basic & Diluted	9.53	18.83

State of the Companys Affairs and Future Outlook

The Company is actively engaged in egg processing and offers a comprehensive range of processed egg products. These include whole egg powder, egg yolk powder, egg white powder, and pasteurized frozen egg products. With an unwavering commitment to quality and a solid reputation in the international egg powder market, we are progressively expanding our clientele across Southeast Asia, Europe, and the Arab world.

Key Performance Highlights:

• Revenue Growth:

Total revenue from operations amounted to Rs. 18,858.69 Lakhs, reflecting an 8% increase from the previous years revenue of Rs. 17,461.91 Lakhs.

• Profit After Tax:

The total profit after tax for the period was Rs. 905.63 Lakhs, a decrease from Rs. 1,788.79 Lakhs in the previous year. This decline is primarily due to fluctuations in product prices in the international market, as well as increased raw material and other overhead costs.

Operational and Strategic Initiatives:

To enhance operational efficiency, the Company has undertaken several key initiatives, including:

• Upgraded Production Facility: Strengthened infrastructure to meet increasing demand and improve overall productivity.

• Adoption of New Technology: Implementation of advanced laboratory testing facilities to ensure in-house quality control.

• Warehouse Improvements: Introduction of a multi-storage system to streamline inventory management and improve distribution efficiency.

• Solar Energy Integration: Introduction of solar energy for captive consumption, reducing dependency on conventional energy sources and enhancing sustainability.

Future Outlook and Self-Sustainability Efforts:

The Company is working towards self-sufficiency by setting up its own source of raw materials. This strategic initiative is expected to reduce reliance on external suppliers, improve cost efficiency, and strengthen the Companys long-term financial stability.

Market Expansion and Global Presence:

The Company is committed to expanding its global market presence. We are currently in discussions with various agencies, departments, institutions, authorities, ministries, bureaus, and public entities to explore new business opportunities. Additionally, we actively participate in global trade fairs, exhibitions, and buyer- seller meets to solidify our presence in the international market.

Despite the challenges associated with rising operational costs, the Company is well-positioned for continued growth and market expansion. Through strategic investments in infrastructure, technology, and market outreach, we aim to strengthen our competitive edge and ensure long-term success in the global egg processing industry.

4. NATURE OF BUSINESS:

The Company is actively engaged in egg processing and offers a comprehensive range of processed egg products. These include whole egg powder, egg yolk powder, egg white powder, and pasteurized frozen egg products. There has been no change in the nature of business of the Company during the year under review. However, the Company is taking necessary steps to pursue backward integration, by setting up and running poultry farms, to ensure a stable and reliable supply of raw materials (eggs) for egg powder production. This will reduce dependency on external suppliers and will minimize risks associated with supply chain disruptions and can potentially reduce costs associated with purchasing eggs at market prices, providing a competitive advantage, especially during periods of price volatility in the egg market.

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

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

6. PROMOTER SHAREHOLDING

During the year, subsequent to transfer of shares between promoters inter se, the shareholding of Mr.Syed Fahad (PY: 20,24,000 i.e. 21.30%) and Mrs. Hanumanthappa Rathnamma (PY:427957 i.e.4.50%) was NIL as on 31 March 2025. Mrs. Hanumanthappa Rathnamma sold 27,012 shares in open market as well.

Whereas shareholding of Mr. M S Sharad, Mrs. Sukhanya Sathish and Mr. M P Satish Babu as on 31 March 2025 increased to 16,98,762 (17.88%), 19,43,000 (20.45%) and 28,59,045 (30.09%) from 10,74,762 (11.31), 12,68,000 (13.35%) and 17,33,100 (18.24%) as on 31 March 2024 respectively.

The total promoter shareholding in the Company as on 31 March 2025 was 65,00,807 equity shares equivalent to 68.42% of the total paid up share capital.

7. SHARE CAPITAL AND ITS CHANGES:

During the financial year ended March 31, 2025:

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

ii. the Company has not issued and allotted shares.

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

iv. has not reduced the share capital*.

v. has not buy backed any shares.

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

8. TRANSFER TO RESERVES AND SURPLUS ACCOUNT:

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

9. DIVIDEND:

During the year ended 31st March 2025, the Company has not proposed for any dividend payable to the shareholders. The Board regrets its inability to recommend any dividend in view of the need to preserve cash flows for investing in the activities of the Company.

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

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

11. DEPOSITS:

During the financial year under review, the Company did not accept any deposits covered under chapter V of the Companies Act, 2013 and Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, no amount of deposit remained unpaid or unclaimed at the end of the year i.e. as on 31st March, 2025. Subsequently, no default has been made in repayment of deposits or payment of interest thereon during the year.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

Below is the link of the website: http://www.ovobelfoods.com/general-information/policies/related-party-transaction/

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

14. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31,2025 as per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is annexed to this Report as Annexure III. The requisite certificate from ASA & Associates LLP, Statutory Auditors confirming Compliance with the provisions of Corporate Governance is attached to this Report as Annexure IV.

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

During the financial year under review, the Board of Directors with the recommendation of the Nomination & Remuneration Committee appointed Mr. Satish Babu Padmanabha Shetty (DIN: 02504337) as an Additional Director (Non-Executive Promoter) on the Board of the Company w.e.f. 30 May 2024.

Mr. M P Satish Babu was appointed as Director, Non Executive, by the shareholders at their 32^nd Annual General Meeting held on 30 August 2024.

Post the closure of financial year on 31 March 2025, the Board of Directors with the recommendation of the Nomination & Remuneration Committee appointed Mrs. Sukanya Satish (DIN: 02488406) as an Additional Director (Non-Executive Promoter) on the Board of the Company w.e.f. 04 September 2025. Mrs.Sukanya Satish is mother of M S Sharad, Managing Director and wife of Mysore Padmanabhasetty Satish Babu, Non Executive Director. She holds 19,43,000 equity shares equivalent to 20.45% of the paid up share capital of the Company. Mrs.Sukanya Satish holds office upto the date of this Annual General Meeting and is eligible for being appointed as Director under the provisions of the Companies Act, 2013 and has offered herself for appointment. The Company has received notices in writing from Member of the Company under Section 160 of the Companies Act, 2013 proposing his candidature for the office of Director.

Mr.Channappa Bhavihal Gurusiddappa (DIN: 07278848), Director (Promoter, Non - Executive), resigned from the Board of Directors of the Company with effect from 03 September 2025.

Thus the details of change in composition of the Board of Directors of the Company during the financial year 2024-25 and post the closure of financial year on 31 March 2025 and the details of Director proposed to retire at the ensuing Annual General Meeting of the Company is as follow:

SL Name of the Director No	DIN	Designation	Appointment /Resignation/Rotation	w.e.f
1. Mr. M P Satish Babu	02504337	Additional Director (Promoter, Non - Executive)	Appointment	30 May 2024
2. Mr. M P Satish Babu	02504337	Director (Promoter, Non - Executive)	Appointment	30 August 2024
3. Mrs.Sukanya Satish	02488406	Additional Director (Promoter, Non - Executive)	Appointment	04 September 2025
4. Mr.Channappa Bhavihal Gurusiddappa	07278848	Director (Promoter, Non - Executive)	Cessation	03 September 2025

At the forthcoming 33^rd Annual General meeting of the Company, Mr. Syed Fahad (DIN: 01865406), retires by rotation and being eligible, offers himself for re-appointment.

Mr.Mysore Satish Sharad (DIN: 08987445) was appointed as Managing Director of the Company at the 29^th Annual General Meeting of the Company held on 24th September, 2021, for a period of 5 (five) years with effect from 14th June 2021 upto 13th June 2026. It is now proposed to re-appoint Mr.Mysore Satish Sharad as Managing Director for another period of 5 years with effect from 14th June 2026 upto 13th June 2031 upon the terms & conditions of appointment including the payment of remuneration, perquisites & other benefits and including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year during the tenure of his appointment, as set out in the Notice and Explanatory Statement of the Annual General Meeting.

16. APPOINTMENT IN OFFICE OR PLACE OF PROFIT

The Board of Directors of the Company, based upon the decision of the Audit Committee appointed Ms. Sanjana M (sister of Mr. Mysore Satish Sharad, Managing Director) as Marketing Coordinator in Ovobel Foods Limited i.e. office or place of profit at a remuneration of Rs.1.00 Lakh per month. Ms. Sanjana MS is daughter of M P Satish Babu and Mrs.Sukanya Satish, both Directors on Board. The appointment is effective from 01 October 2025.

17. DIRECTORSRESPONSIBILITY STATEMENT:

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

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

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

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

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

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

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

The Company has invested in 10,000 Equity Instruments at a face value of Rs. 10/-each fully paid in SMIFS Capital Markets Limited (Quoted) on 28th March 1995. (Market value of the equity shares as on 31st March 2024 was Rs.4.97 lakhs and as on 31st March 2025 was Rs. 8.49 lakhs.

The company has invested in 90,00,000 Non-Convertible Debenture (NCD) of Greenergy Bio Refineries Private Limited (CIN: U11100KA2020PTC134566) of face value INR 10 each, aggregating to amount of INR 900 lakhs. The debentures were repayable at the end of the term (i.e. 3 years) along with interest payable every 6 months. The debentures were redeemed prior to its term at face value INR 10 each in March 2025.

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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

20. COMMITTEES OF THE BOARD:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

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

The majority of the members of these Committees are Independent and non-executives directors. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

During the financial year 2024-2025, 5 (Five) Audit Committee Meetings, 1 (One) Nomination and Remuneration Committee Meeting, 3 (Three) Stakeholders Relationship Committee Meetings and 2 (Two) Corporate Social Responsibility Meetings were held at the Company as per requirement of Corporate Governance and any other applicable Regulations of the SEBI (LODR)Regulation 2015.

21. CEO & CFO CERTIFICATION:

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

22. COMPLIANCE WITH SECRETARIAL STANDARD:

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

23. EMPLOYEE STOCK OPTION PLAN:

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

24. DECLARATION BY INDEPENDENT DIRECTORS:

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

25. BOARD EVALUATION:

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

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

c. The Independent Directors meeting to review the performance of the non-Independent Directors and Board as whole was held on 15.03.2025.

26. BOARD MEETINGS /COMMITTEE MEETINGS:

During the financial year 2024-25, 8 (Eight) Board Meetings and 11 (Eleven) Committee Meetings were held. The details of all Board meeting and Various Committees Meeting are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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

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

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

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

28. STATUTORY AUDITORS:

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

As per the applicable provisions of the Companies Act, 2013 and relevant rules made thereunder, the Audited financial statements along with Statutory Audit report for the FY 2024-25 is hereby annexed as Annexure VIII.

29. SECRETARIAL AUDITOR AND REPORT:

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of Listing Regulations, the Directors appointed Ms.Suman Bajoria, Company Secretary, to undertake the Secretarial Audit of your Company for the year ended 31 March, 2025.

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

The Annual Secretarial Compliance Report issued by the Secretarial Auditor in terms of Regulation 24A of Listing Regulations, was submitted to the stock exchanges within the statutory timelines and is available on the Companys website at https://ovobelfoods.com/general-information/secretarial- compliance-reports/.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated December 12, 2024, the Secretarial Auditors shall now be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five (5) consecutive years.

Based on the recommendation of the Audit Committee, the Board, at its Meeting held on 04 September, 2025, subject to the approval of the Members of the Company, approved appointment of Ms.Suman Bajoria, Company Secretary, (ACS 20904 / CP No.17602) as the Secretarial Auditor of the Company, for a term of five (5) consecutive years, to hold office from Financial Year 2025-26 upto Financial Year 2029-30 on terms as set out in the AGM Notice. Accordingly, consent of the Members is sought for approval of the aforesaid appointment of Secretarial Auditors, through the resolution forming part of the Notice of the AGM.

30. COST AUDITORS:

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

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

The Statutory Auditors Report does not contain any qualifications.

Secretarial Auditors observations/ comments/ qualifications:

Observation: Non-compliance with disclosure of related party transactions on consolidated basis. There was delay in filing the related party transaction report in XBRL format for six months / year ended 31 March 2024. The Board meeting had concluded at 11.30 pm at night and the related party report was submitted at 12:03:19 AM Thus the same was not submitted on the same date as that of the Board meeting so a fine of Rs.5900 (including GST) was also levied on the Company, which was paid.

Management Reply: The Board meeting had concluded at 11.30 pm at night and the related party report was submitted at 12:03:19 AM i.e. within 34 mins of conclusion of Board meeting after filling the Outcome and results with the BSE. However the same was not submitted on the same date as that of the publication of the results. Thus a fine of Rs.5900 (including GST) was levied on the Company, which was paid.

Observation: Non submission of quarterly submissions related to the Corporate Governance Report, Statement of Investor Complaints and Integrated Filing (Governance) for the quarter ended December 31, 2024 was February 14, 2025. The Company filed the said report on February 19, 2025.

Management Reply: The Company had filed the Corporate Governance Report and Statement of Investor Complaints within the due dates. However it missed to file the integrated report. The same will be filed timely henceforth.

Observation: Non-submission of Integrated Filing (Financial) for quarter ended December 31,2024. As per BSE Notice No. 20250102-4 dated January 02, 2025, the listed entities are mandated to submit the Integrated Filing (Financial) in PDF as per the prescribed format within 24 hrs. from the Outcome of Board Meeting (OBM) through the BSE Listing Centre. The Company filed the same on 06 March 2025 instead of 08 February 2025.

Management Reply: The same was missed inadvertently, the Company will be regular in filings.

32. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The company has for the financial year ended March 31,2025 used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further audit trail has been preserved by the Company as per the statutory requirements for record retention in accordance with the requirements of Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014. However the Company uses a software, Saral Pay Pack, for maintaining payroll records which has no audit trail (edit log) feature.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

Further, as per the requirement of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the companies specified therein are required to spend at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities. The CSR policy outlines your Companys approach towards CSR, focusing on areas where it can make a difference and have the most impact. The details of the composition of the CSR Committee, CSR initiatives, CSR Projects and activities undertaken during the year are given in the Annual Report on CSR activities in Annexure Vto this Report.

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

35. RISK MANAGEMENT:

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

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

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

37. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE

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

a. Conservation of Energy: With the increase in demand for the non-renewable energy resources

such as water and electricity, the Company has been using Wood Fired Boilers in the factory which run on a fuel known as Briquettes (Agrowaste) instead of electricity. The Briquettes fuel is made of saw dust, groundnut shell, coffee husk and tamarind shell.

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

c. Technology Absorption: The Company continues to keep abreast the developments and seeks to implement the latest technology in the factory for the forthcoming years. The Company has implemented advanced laboratory testing facilities to ensure in-house quality control. However, there was no technology imported by the Company during the last three years.

d. Foreign Exchange Outflow /Inflow:

Particulars	31.03.2025	31.03.2024
	(Rupees in lakhs)	(Rupees in lakhs)
Earnings in Foreign Currency	17,468.25	16102.77
Expenditure in Foreign Currency	187.23	284.84

38. INDUSTRIAL RELATIONS:

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

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

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

40. NOMINATION AND REMUNERATION POLICY AND REMUNERATION OF DIRECTORS. KEY MANAGERIIAL PERSONNEL AND SENIOR MANAGEMENT:

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

The statement specifying the particulars of employees pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent to the Members along with this Annual Report. Any Member interested in receiving the said statement may write to the Company Secretary stating their Folio No./DPID & Client ID at cs@ovobelfoods.com.

A Statement of Disclosure of Remuneration pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as follows:

Disclosures under Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Your Board report that:

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

• Mysore Satish Sharad, Managing Director: 09:01

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

• Executive Director (including Chief Executive Officer); and

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

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

Name	Designation	Percentage increase in the Remuneration
Mysore Satish Sharad	Managing Director	0
Sunil Varghese P	Chief Financial Officer	13.00
Prakriti Sarvouy	Company Secretary	0

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

> The number of permanent employees on the rolls of company: There were 127 employees on the rolls of the Company as on 31 March 2025.

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

The average increase in salaries of employees other than managerial personnel in 2024-25 was 8% (approx.)

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

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

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

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

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

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

• Number of complaints received during the year: Nil

• Number of complaints disposed during the year: Nil

• Number of cases pending for more than ninety days: Nil

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

42. DISCLOSURE UNDER MATERNITY BENEFIT ACT 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remain committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws

43. FRAUD REPORTING

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

44. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS

During the Financial Year 2024-25, there was no change in Registrar and Share transfer agents.

45. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

46. POLICY ON PREVENTION OF INSIDER TRADING

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

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

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

48. DIFFERENCE IN VALUATION

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

49. ACKNOWLEDGEMENTS AND APPRECIATIONS:

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

For and on behalf of the Board of Ovobel Foods Limited
Sd/	Sd/
Mysore Satish Sharad	M P Satish Babu
Managing Director	Director
DIN:08987445	DIN:02504337
Place: Bangalore	Place: Bangalore
Date: 04.09.2025	Date: 04.09.2025