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

FINANCIAL RESULTS

OPERATIONS

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

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

DIVIDEND

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

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

SEGMENT-WISE PERFORMANCE

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

CORPORATE GOVERNANCE REPORT

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

ANNUAL RETURN

Pursuant to the provisions of Section 92 of the
Companies Act, 2013 the Annual Return of the
Company is available on the website of the Company

i.e. www.venkys.com

GENERAL RESERVE

The Company has transferred an amount of Rs.50.00
Crores to its General reserve for the year 2024-25.

MEETINGS OF BOARD

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

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

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors declare that:

1. the accounts for the year ended 31^st March, 2025
have been prepared by following applicable
accounting standards;

2. the Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that are reasonable
and prudent so as to give a true and fair view of
the state of affairs of the Company at the end of
the financial year ended 31^st March, 2025 and of
the profit of the Company for that year;

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

4. the accounts for the year ended 31^st March, 2025
have been prepared on a going concern basis;

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

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

BOARD OF DIRECTORS AND THEIR

COMMITTEES

a. Changes in the Composition of Board of
Directors.

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

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

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

for their approval.

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

Accordingly, the Board of Directors in their
meeting held on 23rd August, 2025 proposed
appointment of Brig. Govindarajan Srinivasan
(Retd.) as Independent Director with effect from
the date of ensuing AGM for a period of three
years thereof. Further, in the opinion of the Board,
Brig. Govindarajan Srinivasan (Retd.) possess
the required integrity, expertise and experience
for being appointed as an Independent Director
on the Board of the Company.

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

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

b. Declaration from Independent Directors:

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

c. Policy relating to the remuneration for directors,
key management personnel & other employees.

The Company's policy on directors' appointment
and remuneration including criteria for
determining qualifications, positive attributes,
independence of a director and other matters
provided in sub-section 3 of Section 178 of

Companies Act, 2013 is available on the website
of the Company at http://venkys.com/investors/
policies-and-reports

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

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

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

e. Familiarisation Programme of Independent
Directors

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

f. Audit Committee

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

g. Managing Director's Remuneration:

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

h. Confirmation in relation to Independent Directors:

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

SIGNIFICANT AND MATERIAL ORDERS

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

MATERIAL CHANGES AND COMMITMENTS
AFTER THE CLOSE OF FINANCIAL YEAR

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

RISK MANAGEMENT

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

CORPORATE SOCIAL RESPONSIBILITY

VH Group and in particular Venky's (India) Limited
has been historically conducting CSR activities
concentrated on educational and medical services
for the upliftment of the society, promotion of
sports, rural development projects etc. Your
company has, pursuant to Section 135 of the
Companies Act, 2013, formed a CSR Committee.
The Annual Report on CSR for the F.Y. 2024-2025
is appended as Annexure C to this report. The
policy on CSR is available on the website of the
company at http://venkys.com/investors/policies-
and-reports

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

DEPOSITS

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

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

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

ACCOUNTS

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

INSURANCE

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

PERSONNEL AND HUMAN RESOURCES

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

AUDITORS

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

Further, the Auditors have not reported any Fraud
under Section 143 (12) of the Companies Act, 2013
for the year ended 31.03.2025.

SECRETARIAL AUDITOR

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

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

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Record and Audit)
Rules, 2014 the Company has appointed M/s. Joshi
Apte & Associates, Pune as Cost Auditors of the
Company for conducting cost audit for the financial
year 2025-26. Further, as per sub-section (3) of
Section 148 of the Companies Act, 2013 the
remuneration decided between the Board of Directors
and Cost Auditor is put before the members for their
ratification in the ensuing Annual General Meeting.
The Cost Audit for the financial year ended 31^st March,
2025 is under process and the Company will submit
the Cost Auditors' Report to the Central Government
in prescribed time limit.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Based on the market capitalization as on 31^st March,
2025, your Company, continues to be in the Top
1000 Listed Companies in India. Hence, pursuant to
Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements), 2015 the Business
Responsibility and Sustainability Report describing
the initiatives taken by the Company forms part of
the Annual Report.

INTERNAL COMPLAINTS COMMITTEE

The Company has in place an Internal Complaints
Committees which are constituted in terms of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
In the year 2024-2025 there were no complaints
received by these committees.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

As per the provisions of Companies Act, 2013, in
the year 2024-2025 the Company has transferred
unclaimed dividend pertaining to financial year 2016¬
17 amounting to Rs.27,04,794/- to the IEPF. The
details of dividend to be transferred to IEPF in this
year and subsequent years are provided in the
Corporate Governance Report which is annexed to
this Report.

Further, in the year 2024-2025, 24,864 shares of such
shareholders whose dividend remained unclaimed
for past seven consecutive years were transferred to
IEPF. The details of shares proposed to be
transferred to IEPF in the current year are available
on the website of the Company www.venkys.com.

SECRETARIAL STANDARDS

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

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

A. Conservation of Energy

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

B. Technology Absorption

1. Research and Development (R & D)

a) Specific areas: R & D activities of the
Company are concentrated in the areas
of developing wider application of Specific
Pathogen Free (SPF) eggs and
application of various breeder

management techniques to improve
productivity and increase feed efficiency.

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

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

d) Expenditure on R & D: The expenditure
incurred by the Company during the year
on Research and Development was
Rs.7.43 Crores.

2. Technology Absorption, Adaptation and

Innovation

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

b) Benefits:

i. Development of new application

ii. Savings in foreign exchange through
import substitution.

C. Foreign Exchange Earnings and Outgo

1. Efforts have been made to increase exports

of hatching eggs and SPF eggs.

2. Earnings and outgo:

a. Foreign exchange earnings (FOB):
Rs.14.59 Cr.

b. Foreign exchange outgo:
Rs.113.43 Cr.

ACKNOWLEDGEMENT

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

For and on behalf of the Board of Directors

Pune Anuradha J. Desai

August 23, 2025 Chairperson