Ovobel Foods Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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:

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 Company''s 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 year''s 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
Company''s 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 No	Name of the Director	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. DIRECTOR''SRESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

The Company has invested in 10,000 Equity Instruments at a face value of Rs. 10/-each fully paid in
SMIFS Capital Markets Limited (Quoted) on 28th March 1995. (Market value of the equity shares as
on 31st March 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 Company''s business, including safeguarding of assets,
prevention and detection of frauds and errors, the accuracy and completeness of the accounting
records and timely preparation & disclosure of financial statements. Review and control mechanisms
are built in to ensure that such control systems are adequate and operating effectively. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the Audit
Committee of the Board & Managing Director.

20. COMMITTEES OF THE BOARD:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

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

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

During the financial year 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 Board''s own

performance, its committee & Individual directors. The Board deliberated on various evaluation
attributes for all directors and after due deliberations made an objective assessment and evaluated
that all the directors in the Board have adequate expertise drawn from diverse industries and business
and bring specific competencies relevant to the Company''s business and operations. The Board found
that the performance of all the Directors was quite satisfactory.

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

c. The Independent Directors meeting to review the performance of the non-Independent Directors
and Board as whole was held on 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 Committee''s Meeting are given in the
Corporate Governance Report. The intervening gap between the Meetings was within the time
prescribed under the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015.

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

a. The Code lays down the standard procedure of business conduct which is expected to be followed by
the Directors 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 Company''s 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 Auditor''s 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 Company''s 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 Company''s existence are very minimal, however the Company has
identified and prepared a policy and the same is followed by the Company and a copy of the same is hosted
on the website of the Company at https://www.ovobelfoods.com/general-information/policies/

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

Except as disclosed elsewhere in this report, if there have been any material changes and commitments
which can affect 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 (Rupees in lakhs)	31.03.2024 (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
[email protected].

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 employee''s 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 Company''s shares and prohibits the purchase or sale of shares in your company
by the Directors and designated employees, while they are in possession of unpublished price sensitive
information and also during the period when the Trading Window remains closed.

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

---

Mar 31, 2024

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

1. PERIOD OF THE REPORT

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

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

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

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

Earnings before interest, tax, finance cost, depreciation and amortization (EBITDA)	2,625.35	5,464.68
Depreciation and Finance Cost	237.65	205.10
Net Profit/Loss Before Tax	2387.70	5,259.58
Tax Expenses	598.91	1,377.31
Net Profit/Loss After Tax	1788.79	3,882.27
Earnings per Share Basic & Diluted	18.83	40.86

4. NATURE OF BUSINESS:

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

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

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

6. CAPITAL REDUCTION AND PROMOTER SHAREHOLDING

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

7. SHARE CAPITAL AND ITS CHANGES:

During the financial year ended March 31, 2024:

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

ii. the Company has not issued and allotted shares.

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

iv. has not reduced the share capital*.

v. has not buy backed any shares.

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

8. TRANSFER TO RESERVES AND SURPLUS ACCOUNT:

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

9. DIVIDEND:

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

10. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

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

11. DEPOSITS:

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

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

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

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

Below is the link of the website:

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

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

14. CORPORATE GOVERNANCE:

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

15. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy and the details of the CSR

activities are given as Annexure V forming part of this Report. The policy on the Corporate Social Responsibility has been disclosed on the website of the Company.

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

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

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

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

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

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

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

5	Mr. Satish Babu	02504337	Additional Director	Appointment	30 May 2024
	Padmanabha Shetty		(Promoter, Non -Executive)

17. DIRECTOR''SRESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

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

U11100KA2020PTC134566) for a tenure of 3 years.

19. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

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

20. COMMITTEES OF THE BOARD:

• Audit Committee

• Stakeholder Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

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

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

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

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

21. CEO & CFO CERTIFICATION:

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

22. COMPLIANCE WITH SECRETARIAL STANDARD:

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

23. EMPLOYEE STOCK OPTION PLAN:

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

24. DECLARATION BY INDEPENDENT DIRECTORS:

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

25. BOARD EVALUATION:

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

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

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

26. BOARD MEETINGS /COMMITTEE MEETINGS:

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

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

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

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

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

28. STATUTORY AUDITORS:

ASA & Associates, LLP were appointed as the Statutory Auditors of the Company by the shareholders of the Company at their 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 2023-24 is hereby annexed as Annexure VIII.

29. SECRETARIAL AUDITOR AND REPORT:

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

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

30. COST AUDITORS:

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

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

The Statutory Auditors'' Report does not contain any qualifications.

Secretarial Auditor''s observations/ comments/ qualifications:

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

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

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

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

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

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

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

32. NOMINATION AND REMUNERATION POLICY

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

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

34. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

35. RISK MANAGEMENT:

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

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

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

37. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGEEARNINGS AND OUTGO INTERMS OF SECTION 134(3)(M) OF THE COMPANIES ACT.2013 AND RULE 8 OF COMPANIES (ACCOUNTS) RULES.2014:

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

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

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

d. Foreign Exchange Outflow /Inflow:

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

38. INDUSTRIAL RELATIONS:

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

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

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

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

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

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

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

• Executive Director (including Chief Executive Officer); and

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

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

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

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

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

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

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

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

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

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

Name	Remuneration	Qualification	Date of	Age	Percentage of	Whether
	Received	&	Commencement		equity shares	any
	(Rs.)	Experience	Of		held by the	employee is
			employment		Employee as	a relative of
					a	any
					remuneration	director/ manager of the Company and if so, name of such director/ Manager

Mysore Satish Sharad	60,00,000	BBA	13-06-2021	30	Nil	Nil
Ashwani Kumar Arora	31,26,581	B.Tech	03-10-2016	41	Nil	Nil
Mohan. T. Gangoor	17,97,545	B.E	01-08-1997	56	Nil	Nil
Sunil VargheseP	17,93,565	B.Com	16-03-2015	48	Nil	Nil
Irappa C Dhang	11,42,020	B. E. Mechanical	03-11-2022	37	Nil	Nil
Muniyappa U	11,37,690	Diploma	19-09-1996	53	Nil	Nil
Prakasam R	11,26,311	MSC & BSC	19-07-2017	46	Nil	Nil
Sukumar B V	11,25,435	B.V. Sc& AH	24-08-2022	30	Nil	Nil
Vijay Kumar KM	10,37,361	ITI	23-01-1996	49	Nil	Nil
Prasanna Kumar V	10,17,353	B.Com	23-01-1996	53	Nil	Nil

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

> The Name of every employee, who:

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

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

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

Nil.

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

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

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

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

• Number of complaints received during the year: Nil

• Number of complaints disposed during the year :Nil

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

42. FRAUD REPORTING:

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

43. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

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

44. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

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

45. POLICY ON PREVENTION OF INSIDER TRADING

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

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

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

47. DIFFERENCE IN VALUATION

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

48. ACKNOWLEDGEMENTS AND APPRECIATIONS:

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

---

Mar 31, 2016

DIRECTORS'' REPORT To the members of Ovobel Foods Limited

The Directors are pleased to present the 24^th (Twenty Fourth) Annual Report of Ovobel Foods Limited together with the Audited Statement of Accounts for the year ended 31^st March 2016.

1. FINANCIAL RESULTS

The financial results of the Company during the year under review are summarized as under:

(Rupees In Lakhs)

Particulars	For the year ended	For the year ended
	31.03.2016	31.03.2015
Total Income	11,513	10,674
Total Expenses excluding Finance Cost & Depreciation	10,679	9,183
Finance Cost & Depreciation	217	148
Total Expenses including Finance Cost & Depreciation	10,896	9,331
Net Profit (Loss) Before Tax	617	1,343
Tax Expenses
Current Tax	186	33
Deferred Tax	13	388
Net Profit (Loss) After Tax	418	922
Earnings Per Share -
Basic &	3.98	8.78
Diluted (in Rs.)	3.98	8.78

The entire profit of the company has been transferred to reserves.

2. OPERATIONAL REVIEW:

The highlights of the Company performance are as under:

- The Net Sales for the period increased from 9,888 lakhs in the previous year to 10,642 lakhs.

- The Profit Before Tax (PBT) for the period decreased from 1,343 Lakhs (previous year) to 617 Lakhs (Current year).

- Profit after tax (PAT) for the period decreased from 922 Lakhs (previous year) to 418 lakhs (Current year).

Your board will take required actions for increasing the revenue and reducing the cost of the Company.

3. NATURE OF BUSINESS:

The company operates in the domain of egg powder and frozen egg manufacture and exports.

There has been no change in the nature of business of the Company during the year under review.

4. DIVIDEND:

The Board regret its inability to recommend any dividend as it is considered prudent conserve the resources for investments in the business.

5. SHARE CAPITAL:

The Authorized Capital and Paid-up Capital of the Company as on March 31, 2016 was Rs. 11,00,00,000/- and Rs. 10,50,08,000/- respectively. There has been no change in the capital structure of the company during the year.

6. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company during the period under review.

7. FIXED 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.

8. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

The Company has invested Rs 3 lakhs in 10,000 Equity Instruments of Rs. 10/- each fully paid in SMIFS Capital Markets Limited (Quoted).

(Market value Rs 3 lakhs - March 2016)

9. MATERIAL CHANGES AND COMMITMENTS:

There is no material changes and commitments affecting our financial position between the end of the financial year to which this financial statement relates and date of this report.

There is no significant and material order by the regulator/ court/tribunals impacting the going concern status and the Company''s operation in future.

10. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

11. EXTRACT OF ANNUAL RETURN:

An extract of the Annual Return in Form MGT-9 in compliance with Section 92 of the Companies Act 2013 read with applicable Rules made there under is annexed to this Report as Annexure I.

12. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

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

- Mr. Narendra Haldawar was appointed as an Additional Director with effect from 31^st December, 2014 and was regularized as a Director of the Company at the Annual General Meeting of the Company held on 25^th September, 2015.

- Ms. Anisha Agarwal, Director of the Company retires at this Annual General Meeting being eligible for reappointment offers herself for the appointment at the ensuing Annual General Meeting of the Company. She was appointed as Women Director as required under the Provisions of the Companies Act, 2013 and the rules made there under.

- None of the Directors of your Company are disqualified as per provisions of Section 164(2) and any other applicable provisions of the Companies Act, 2013 and the rules made there under. The Directors of the Company have made necessary disclosures as required under various provisions of the Companies Act 2013.

14. DIRECTOR''S RESPONSIBILITY STATEMENT:

In Compliance with Section 134(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 so as 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 and loss 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.

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.

15. CORPORATE GOVERNANCE:

Your Company is committed to observe good Corporate Governance practices. The report on Corporate Governance for the financial year ended March 31, 2016 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 V. The requisite certificate from Statutory Auditors, M/s, Guru & Jana Chartered Accountants, Bangalore confirming Compliance with the conditions of Corporate Governance, is attached to this Report as Annexure IV.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under Listing Regulations forms part of this Annual Report and is annexed to this Report as Annexure III. 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.

17. CFO CERTIFICATION:

CFO Certification Pursuant to SEBI (LODR) REGULATION 2015, are forms part of this Annual Report and annexed to this Report as Annexure VIII.

18. DECLARATION BY INDEPENDENT DIRECTORS:

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) and any other applicable provisions of the Companies Act, 2013 and the rules made there under and as per the requirement of SEBI (LODR) Regulation 2015.

19. BOARD EVALUATION:

- As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Board''s own performance, its committee & Individual directors.

- The Independent Directors meeting to review the performance of the non Independent Directors and Board as whole was held on 30.03.2016.

20. BOARD MEETINGS:

During the year Fourteen Board Meetings and Five Audit Committee Meetings were convened and held. The details of all Board meeting and Various Committee''s Meeting are given in the Corporate Governance Report. The intervening gap between the Meetings was within the time period prescribed under the Companies Act, 2013 and the rules made there under.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Company has adopted a framework and policy for approving relating 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 II which forms part of 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.

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

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

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

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

- The Code of conduct has been posted on the Company website www.ovobelfoods.com.

23. 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 and any other applicable provisions of Statutes. The majority of the members of these committees are Independent and non-executives.

24. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 and other applicable provisions of the Companies Act, 2013 and the rules made there under, the Board of Directors has appointed Mr. Rafeeulla Shariff, Practicing Company Secretary, Bangalore as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2015-16.

25. SECRETARIAL AUDITOR''S REPORT:

Section 204 of the Companies Act, 2013 read with rules made there under 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 is hereby annexed as Annexure

In Secretarial Audit report issued by Mr. Rafeeulla Shariff, Practising Company Secretary for the Financial Year 2015-16 the following observations were made.

Auditors Observation:

The Company is suspended from trading of its equity shares at Bombay Stock Exchange Limited from 07^th January, 2002 due to penal reasons. However, the Company is under the process of revocation of suspension from trading of its securities and before signing of this report the Company has submitted application for revocation to Bombay Stock Exchange Limited on 08^th July, 2015.

Directors Reply:

The directors of the Company are taking necessary steps for revocation of Suspension of trading of its equity shares at Bombay Stock Exchange Limited and the order for revocation of suspension is expected to be received in the financial year 2016-17.

Auditors Observation:

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

Directors Reply:

The directors of the Company are taking necessary steps for revocation of Suspension from trading of securities at Calcutta Stock Exchange Limited.

26. AUDITORS:

The Statutory Auditors M/s, Guru & Jana, Chartered Accountants, Bangalore has completed their tenure as per the provisions of Section 139 of the Companies Act, 2013 and the rules made there under. The Board will look into this and will recommend to appoint any other firm as Statutory Auditors of the Company in the ensuing Annual General Meeting.

27. STATUTORY AUDITOR’S REPORT:

The observation made in the Auditor Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Further the Auditors Report along with financials statement and notes thereon annexed to this Report as Annexure IX and forms part of this Report.

28. COST AUDITORS:

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

29. 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 www.ovobelfoods.com/general-information/policies/whistle-blower-policy.

30. RISK MANAGEMENT POLICY:

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

31. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 (Agro waste) instead of electricity.

The Briquettes fuel is made of saw dust, groundnut shell, coffee husk and tamarind shell.

The consumption of the briquettes per hour is 450 kgs/hr and the consumption of agro waste is 925 kgs/hr.

The Capacity of the boiler is 20,00,000 kcals/hr and the Company has invested Rs.35,03,000 towards it.

b) Technology Absorption:

The Company continues to keep abreast the developments and seeks to implement the latest technology in the factory for the forthcoming years.

However, there was no technology imported by the Company during the last three years

c) Foreign Exchange Outflow/Inflow:

Particulars	31st March, 2016 (Rupees in lakhs)	31st March, 2015 (Rupees in lakhs)
Earnings in Foreign	9,743	9,312
Currency
Expenditure in Foreign	214	165
Currency

32. INDUSTRIAL RELATIONS:

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

33. MANAGERIAL REMUNERATION

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

Your Board report that:

- The ratio (approx.) of the remuneration of each director to the mean remuneration of the employees of the company for the financial year was 20:1

- 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,)

The particulars of remuneration of directors & KMP has been mentioned in Annexure I MGT-

9 of this Report

- The percentage increase in the median remuneration of employees in the financial year is: Not applicable

- The number of permanent employees on the rolls of company: 110

- The explanation on the relationship between average increase in remuneration and company performance: Not Applicable

- Variations in the market capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year:

Currently, the trading of the securities of the Company in the Stock Exchange is suspended due to which the market value of its shares is unavailable. However, the Company has submitted application to the Bombay Stock Exchange for revocation of suspension of trading in securities of the Company.

- Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Not Applicable

- Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company: Since the Company is still coping with the accumulated losses, the remuneration paid to its Managerial Personnel cannot be compared with the performance of the Company.

However, the remuneration of the Key Managerial Personnel is reviewed from time to time based on their performance and contribution to the Company.

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

- The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: there were no such employees in the Company who receive remuneration in excess of the highest paid director during the year.

- 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.

- No employee during the year-

(i) Was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) Was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

Was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

34. PREVENTION OF SEXUAL HARRASSMENT:

In terms of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Company has laid down the policy for prevention and redressal of complaints of sexual harassment at workplace. There was no complaint related to sexual / harassment during the year 2016.

35. FRAUD REPORTING:

There have been no frauds reported by the 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.

36. CHANGE OF REGISTRAR & SHARE TRANSFER AGENTS:

Company changed the Registrar & Share Transfer Agents of the Company w.e.f. 05/05/2016 from the existing Registrar & Share Transfer Agents M/s Integrated Enterprises India Limited to new Registrar & Share Transfer Agents M/s Maheshwari Datamatics Private Limited. The Board placed on record its sincerest thanks and gratitude for the valuable contribution made by M/s Integrated Enterprises India Limited towards the growth and development of the Company during their tenure as Registrar & Share Transfer Agents.

37. ACKNOWLEDGEMENT:

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

Shanti Swarup Aggarwal Swapan Kumar Majumder

Managing Director Director

DIN:00322011 DIN:03178122

Place: Kolkata Place: Kolkata

Date: 30th May 2016 Date: 30th May 2016

Sudhir Kulkarni Sutheja K.J

Chief Financial Officer Company Secretary

Place: Bangalore Place: Bangalore

Date: 31st May 2016 Date: 31st May 2016

---

Mar 31, 2014

To the Members OVOBEL FOODS LIMITED,

The Directors have the pleasure in presenting the Twenty Second Annual Report of the business and operations of the company together with the audited accounts for the year ended 31st March 2014.

REVIEW OF OPERATIONS:

The company's income for the year under review has increased substantially in comparison to previous year. The following are details of the same.

(Amount in Thousands]

Particular 2013-14 2012-13

Total revenue 1/124,390 875,497

Total Expenses including 1,163,344 878,375 depreciation and finance cost

Profit/(Loss) After Tax (38,954) (2,878)

in view or tne present nnanciai neaicn or me company ana me oinamg provisions or SICA, your Directors' do not recommend any dividend for the year under review.

The Earning per share for the year under review is -3.71 (previous year Rs.-0.27).

Your Directors are hopeful of the company showing improved performances during current financial year and in the coining days in view of several long term measures taken by the management as well as rehabilitation measures as envisaged in the Draft Rehabilitation Scheme prepared by the operating agency appointed by Honorable B1FR

DEPOSITS

In terms of the provisions of Section S8A of the Companies Act, 1956 (Sect ion 73( 1) of the Companies Act, 2013) read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted any fixed deposit during the year under review.

BIFR and related matters:

Being a sick industrial undertaking as declared by Honorable Board Of Industrial And Financial Reconstruction BIER) , Company is in the process of finalizing a fully tied-up and a viable Draft Rehabilitation Scheme to be submitted to the BIFR and its eventual sanction under the provisions of SICA.

While a couple of draft schemes has been submitted to OA in the past and in the process, the dues of majority of the secured creditors have been settled through OTS route, efforts are being made to arrive at similar settlement with KSIIDC who are the sole secured creditor to fall in line with the DRS.

Your Directors' are hopeful of resolving this issue and all pending issues and have a rehabilitation scheme sanctioned by Honorable BIFR during the current year.

CONSTITUTION OF THE BOARD OF DIRECTORS:

The Board of Directors of the company is duly constituted during the year.

Mr. Satish Narayana Swamy was appointed as an additional director on 20Ul April, 2013 and later he resigned from the board on 26/08/2013.

Further on 19th September, 2013, Mr. Satish Narayana Swamy was again appointed as additional director by the board of the company.

Mr. Filiep Van Bosstraeten ceased to be director due to his death on 04/09/2013.

Ms. Anisha Agarwal, retire by rotation and being eligible offer himself for re- appointment.

Director's Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 (Section 134(3)(c) of the Companies Act, 2013) with respect to Director's Responsibility statement, it is hereby confirmed:

(i) That in preparation of the accounts for the financial year ended 31st March 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have followed all the Provisions of the Accounting Standards issued by the Institute of Chartered Accountants of India and Notified Accounting Standards by Companies Accounting Standards Rules, 2006.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 (Companies Act, 2013) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2014 on a 'Going Concern & Accrual' basis.

Buy Back of Company's Equity Shares:

Pursuant to the directions of Honourable BIFR directing the company to arrive at a scheme of settlement of buy-back of equity shares of 5,00,000 each subscribed by MPPI and KSIIDC respectively, your Board of Directors have offered a scheme of settlement and buy back outcome of which will be reported in the ensuing year. Accordingly your Directors' have also recommended necessary amendments to Articles of Association of the company.

DIVIDEND

In view of the present financial health of the company and the binding provisions of SICA, your Directors' regret to recommend any dividend for the year under review

CONERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Reporting under this head is not applicable to this company.

PARTICULARS OF EMPLOYEES

During the year under report, the Company has no employees on its rolls in respect of whom the disclosure requirements of sec.217 (2A](a) of the Companies Act, 1956 is applicable.

AUDITORS:

The statutory auditors M/s Guru & jana., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting. Being eligible they offer themselves for reappointment to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

AUDIT COMMITTEE:

The Board of Directors had constituted an Audit Committee in terms of the provisions of Section 292A of the Companies Act, 1956 (Section 177(1) of the Companies Act, 2013). The composition, powers and functions of the Audit Committee are in line with the provision of section 292A of the Companies Act, 1956 (Section 177(1) of the Companies Act, 2013) & the Listing Agreement.

AUDITORS QUALIFICATION AND DIRECTORS RESPONSE:

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956,(Companies Act, 2013) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to the following:

Auditors Qualification:

a) Company has not paid interest or principal due to Public financial institutions to the tune ofRs 246,723,000/- as per the books as on 31.3.2014.

Reply to Qualification a:

"The company, being a BIFR company, is negotiating with the financial institutions for the waiver of repayment/interest and other terms of the loan through One Time Settlement. In the books of accounts, the company has accounted the principal and interest due to concerned financial institutions and the same will be paid upon agreement on One Time Settlement by all the concerned parties".

Auditors Qualifications:

Annexure to the Auditor's Report

Point (i)(a) The Company is in the process of updating the records showing full particulars, including quantitative details and situation of fixed assets.

Point (i)(b) Physical verification is done in a phased manner. However, during the year no physical verification was conducted. Hence we are unable to comment on any material discrepancies.

Point (vii) The Company did not have an internal audit system during the year.

Reply to Auditors Qualifications:

Annexure to the Auditor's Report:

Point (i)(a) The board has taken note and shall finish updating the Fixed Assets register in the forthcoming Year.

Point (i)(b) The Board has taken note and shall take up the necessary action for verification in the forthcoming Year.

Point (vii) The Board shall take up the responsibility to introduce internal audit for the current year.

LISTING:

The Company's shares are listed on bangalore Stock Exchange Ltd, The Calcutta Stock Exchange Association Ltd. and The Stock Exchange of Mumbai.

CORPORATE GOVERNANCE:

The report on compliances of the corporate governance code is annexed herewith as Annexure A. Auditors report on the same is also annexed herewith.

ACKNOWLEDGEMENTS:

The directors take this opportunity to place on record their sincere thanks to vendors, investors, shareholders, customers, bankers and auditors for their continued support.

For and on behalf of the Board

bhanti bvvarup Aggarayap Managing Director DIN:00322011 lol Place: Bangalore Date: 06th December 2014

Swapan Kumar Majumdar Director DIN:03178122

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Mar 31, 2013

To the Members OVOBEL FOODS LIMITED,

The Directors have the pleasure in presenting the Twenty First Annual Report of the business and operations of the company together with the audited accounts for the year ended 31 March 2013.

RFVIF.W OF OPERATIONS:

The company's income for the year under review has increased substantially in comparison to previous year. The following are details of the same.

(Amount in ThousandsJ ,

Particulars 2012-13 2011-12

Total revenue 875,497 -

Earnings before interest, tax, 17,246 19.439 depreciation and amortization

Profit /loss After Tax (2878) (15,221)

In order to consolidate the company's position, the Board of Directors have not recommended declaration of dividend for the year under review.

The Earning per share for the year under review is Rs. - 0.27 (previous year Rs.-1.45).

Your directors are confident that the company would improve its come. Your directors are making every effort to reach a growth phase in the financial year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry structure and developments:

The company operates in the domain of egg powder and frozen egg manufacture and exports.

At present there are only few companies that are active in this domain in India. Your Company has identified the new markets and increased its customer base and product Your company has built a reputation over the years amongst its customer for quality products.

b. Opportunities and Threats:

At present only other few units are actively manufacturing these products in the country.

The company can utilize its past experience and skill to stabilize in this .

c. Segment wise or product wise performance:

* The company was operating in one predominant segment i.e. manufacture of standard egg powder and frozen egg. At present the company is involved in making specialized products in this segment.

d. Out look:

Despite the severe working capital shortage, your directors have prioritized in improving its quality measures and have been successful in keeping its clients happy on the product quality front.

The management looks to the future with optimism.

e. Risks and concerns:

- Due to the constant rise in raw material prices in the country in the recent past the cost of production is on an increasing trend.

- Rising man power costs is also a major concern the industry is facing.

- Severe shortage of working capital funds is again a concern for the industry.

The company is successful in retaining its clients and convincing them to get better realization by catering with high quality products.

f. Internal control systems and their adequacy.

The company has got adequate internal control systems in place for the current level of operations of the company and your management would continue to strengthen this.

g. Discussion on financial performance with respect to operational performance.

Though the company's profitability is under tremendous pressure in the current financial year, it has not made any cash loss.

h. Material developments in Human Resources/ Industrial Relations front, including number of people employed

The company has experienced, loyal professionals working in production, sales and administration. The company has got very good industrial relations and the employees and the management has very cordial relationship between them.

DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits Rules) 1975, the company has not accepted any fixed deposit during the year under review.

The shareholders of the Company at their ninth Annual General meeting had approved to declare the Company as a Sick Industrial Company within the meaning of Section 3(l)(o) of Sick Industrial Companies (Special Provisions) Act, 1985. Accordingly, the matter has been referred to the Board of Industrial and Financial Reconstruction (BIFR). The Company has been declared as a Sick Industrial Company within the meaning of Section 3(l)(o) of Sick Industrial Companies (Special Provisions) Act, 1985 by Board of Industrial and Financial Reconstruction (BIFR) on 29th October, 2003.Further in its hearing held on 22nd January, 2007 Vijaya Bank has been appointed as OA and as per its directions company has submitted its revised proposals to Vijaya Bank.

The revised and improved OTS offers submitted by the company with KSIIDC are under active Consideration.

CONSTITUTION OF THE BOARD OF DIRECTORS:

The Board of Directors of the company is duly constituted. There are no changes in the Board of Directors during the year of the Company. Mr. Swapan Kumar Majumder, retire by rotation and being eligible offer himself for re-appointment.

Director's Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Director's Responsibility statement, it is hereby confirmed:

(i) That in preparation of the accounts for the financial year ended 31st March 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have followed all the Provisions of the Accounting Standards issued by the Institute of Chartered Accountants of India and Notified Accounting Standards by Companies Accounting Standards Rules, 2006.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a 'Going Concern & Accrual' basis.

DIVIDEND

Your Directors have decided not to declare the dividend for the current year.

CONERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Reporting under this head is not applicable to this company.

PARTICULARS OF EMPLOYEES

During the year under report the Company has no employees on its rolls in respect of whom the disclosure requirements of sec.217 (2A)(a) of the Companies Act, 1956 is applicable.

AUDITORS:

The statutory auditors M/s Guru & Jana., Chartered Accountants, retire at the conclusion of forthcoming Annual General Meeting. Being eligible they offer themselves for reappointment to hold office from the conclusion of the forthcoming Annual General Meeting till the conclusion of the next Annual General Meeting.

AUDIT COMMITTEE :

The Board of Directors had constituted an Audit Committee in terms of the provisions of Section 292A of the Companies Act, 1956. The composition, powers and functions of the Audit Committee are in line with the provision of section 292A & the Listing Agreement. The Company has constituted the Audit Committee with Mr. Shanti Swarup Aggarwal and Mr. Filiep Van

Bosstraeten, Members of the Committee under the Chairmanship of Mr. Shanti Swamp Aggarwal. The Audit committee met four times during the financial year 2012-13

AUDITORS QUALIFICATION:

In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India subject to the following:

Opinion

a) Interest on term loans availed from KSI1DC & MFPI is provided @ 15% per annum as against the demands of the financial institutions. The company has been providing interest @ 15% per annum based on the rate of interest applicable to M.F.P.I loan and after taking into account the fact that the company is 100% EOU situated in an industrially backward area. Also, the management is willing to go for One Time Settlement (OTS) for such loans with the bank.

b) Company has not paid interest or principal due to Public financial institutions to the tune of Rs 33,368,711/^ as per the books as on 31.3.2013.

Annexure to the Auditor's Report

Point (i)(b) Physical verification is done in a phased manner. However, during the year no physical verification was conducted. Hence we are unable to comment on any material discrepancies.

Point (vii) The Company did not have an internal audit system during the year.

DIRECTORS RESPONSE:

To Opinion

"The company, being a BIFR company, is negotiating with the financial institutions for the waiver of repayment/interest and other terms of the loan and hence the repayment /interest liability is not likely to arise. Therefore the same has not been provided for at the rates given in the proposal or demanded".

To Annexure to the Auditor's Report:

Point (i)(b) The Board has taken note and shall take up the necessary verification for the current year.

Point [vii] The Board shall take up the responsibility to introduce internal audit for the current year.

LISTING:

The Company's shares are listed on Bangalore Stock Exchange Ltd, The Calcutta Stock Exchange Association Ltd. and The Stock Exchange of Mumbai.

CORPORATE GOVERNANCE:

The report on compliances of the corporate governance code is annexed herewith as Annexure A. Auditors report on the same is also annexed herewith.

ACKNOWLEDGEMENTS:

The directors take this opportunity to place on record their sincere thanks to vendors, investors, shareholders, customers, bankers and auditors for their continued support.

For and on behalf of the Board

Shanti Swamp Aggarwal Swapan Kumar Majumdar Managing Director Director . Place: Bangalore Date : 8th Aug 2013